CYF Canyon Creek Food Company Ltd

Las Vegas From Home.com Entertainment Inc. (the "Company") or ("LVFH") (TSX
VENTURE:LVH)(OTCBB:LVFHF)(BERLIN:LVH)(FRANKFURT:LVH), through its wholly-owned
subsidiary, has signed a Software Licensing Agreement ("SLA") with the
subsidiary of CY Foundation Group Limited ("CYF") (HKSE:1182) to provide CYF and
its subsidiaries (the "CYF Group") with its software gaming platform in the
People's Republic of China ("PRC"). CYF, through a controlled entity in the PRC,
is licensed by the Ministry of Culture of the Government of the PRC to operate
online games and tournaments across China.


President and CEO, Mr. Jake Kalpakian, states, "This is a tremendous opportunity
for the Company. This relationship allows us to be a recognized supplier in
arguably the world's most sought after market, all through a strong and solid
organization such as CYF Group which has the licensing approvals from the
government to operate tournament style games online as well as having a very
impressive distribution network. To learn more about CYF Group, please visit
www.cyfoundation.com."


The Transaction:

Phase One

In addition to entering into an SLA to provide CYF Group with software for the
entire PRC in which CYF Group pays LVFH a standard licensing royalty, the
Company has also entered into a Definitive Agreement to pay CYF CDN$850,000 in
order for CYF Group to exclusively use LVFH Software ("Exclusivity Rights") to
operate both the popular "Fight the Landlord" ("Dou Di Zhu") and "13 Card Poker"
("Shi San Zhang") online games (the "Selected LVFH Software") in the Henan
Province and in the city of Beijing including its suburbs (the "Designated
Territory"). CYF Group shall pay royalty payments to LVFH the greater of either
10% (ten percent) of all tournament fees collected by CYF Group less the
tournament prizes paid to the players or 1% (one percent) of all tournament
collection fees collected by CYF Group without any deductions for prizes paid to
the players that are generated from the operations of the Selected LVFH Software
and/or any other similar software CYF Group uses in the Designated Territory.


To acquire the Exclusivity Rights for its software in the Designated Territory
for CDN$850,000, LVFH has arranged with Special Opportunity Limited ("SPO"), an
investment holding company, to enter into a private placement with the Company
to subscribe for 5,000,000 Units of the securities of LVFH at CDN$0.17 per unit
with one whole warrant to buy an additional share at CDN$0.25 for a period of
twelve months. The above transaction is subject to TSX Venture Exchange
("Exchange") and regulatory approvals.


Mr. Kalpakian adds, "The purchase of the Exclusivity Rights for certain games in
the Designated Territory not only solidifies our long term operating position in
the PRC, but also has tremendous potential when you factor in the populations of
Henan Province and Beijing, approximately 93.7 million and 15.3 million
respectively, according to the National Bureau of Statistics of China
www.stats.gov.cn/english/."


Phase Two

LVFH, CYF, SPO and TD have signed a Letter of Intent ("LOI") to effect the
following transaction that would also be TD's proposed "Qualifying Transaction".
TD, a capital pool company listed on the Exchange (TSX:TDW.P), is related to
LVFH by certain common management and directors. The transaction will include,
but not limited to, the following terms and conditions:


(a) TD will forward split its common shares on a 2 (new) for 1 (old) share basis;

(b) LVFH will sell to TD an undivided interest in the Asian Multi-player
Software Platform and the Software Licensing Agreement between itself and CYF
Group for a consideration of 40,000,000 post-split common shares of TD and LVFH
will not sell or dividend out 20,000,000 of such shares prior to the date which
is six months following the completion of the Qualifying Transaction and LVFH
will not sell or dividend out the remaining 20,000,000 of such shares prior to
the date which is two years following the completion of the Qualifying
Transaction;


(c) SPO will purchase 97,000,000 post-split units of TD (the "TD Units") and
LVFH will arrange for purchasers of an aggregate of 3,000,000 TD Units at the
price of CDN$0.10 per TD Unit for aggregate gross proceeds to TD of
CDN$10,000,000, each TD Unit being comprised of one post-split common share of
TD and one non-transferable share purchase warrant (a "TD Warrant"), where each
TD Warrant entitles the holder to purchase one additional post-split common
share of TD at the price of CDN$0.1875 for a term of one year. Upon completion
of the proposed transaction in Phase Two, both SPO and LVFH will separately be
control block shareholders in TD;


(d) TD will pay CDN$850,000 to LVFH in consideration for its acquisition from
LVFH of the Exclusivity Rights, payable as to CDN$425,000 in cash and as to
CDN$425,000 in post-split common shares of TD to be issued at a deemed price
equal to the five day average trading price of the post-split common shares of
Touchdown immediately following the first 30 days of trading following the
completion of the Qualifying Transaction less the maximum discount permitted by
the Exchange; and,


(e) Upon completion of the transaction, the proposed board composition of TD
will be Jake Kalpakian and Bedo Kalpakian, two nominees of SPO, and one
independent director.


TD will be engaging Wellington West Capital Markets as a member firm of the
Exchange to sponsor the Qualifying Transaction. Along with Wellington West,
Evans and Evans will also be engaged to provide a Fairness Evaluation and
Business Plan in the form that meets the requirements of the Exchange as well as
assist in preparing a detailed Information Circular and Disclosure Document also
in the form required by the Exchange. The entire Qualifying Transaction will be
subject to Exchange, shareholders and any other applicable approvals. In the
event that all the necessary approvals are not obtained by April 30, 2008, the
second phase of the transaction will be terminated and will be of no further
force or effect.


Mr. Kalpakian continues, "We are excited at the opportunities Phase Two of the
transaction potentially offers. The funding of approximately CDN$10,000,000 into
TD will allow for a strong infrastructure and marketing investment by TD in
China. For CYF Group, it allows for another development office to be opened in
the PRC to meet their specific development requirements for a larger variety of
games much faster. For TD and LVFH shareholders, it will allow them to
participate in a pure and licensed online gaming business in the PRC."


On behalf of the Board of Las Vegas From Home.com Entertainment Inc.

Jacob H. Kalpakian, President

This release does not constitute an offer for sale of securities in the United
States.


Statements made in this news release that relate to future plans, events or
performances are forward-looking statements. Any statement in this release
containing words such as "believes", "plans", "expects" or "intends" and other
statements that are not historical facts are forward-looking, and these
statements involve risks and uncertainties and are based on current
expectations. Consequently, actual results could differ materially from the
expectations expressed in these forward-looking statements.

Canyon Creek Food (TSXV:CYF)
Gráfica de Acción Histórica
De May 2024 a Jun 2024

Canyon Creek Food (TSXV:CYF)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024