News Release #2 of 2TORONTO, ON--(Marketwired - June 25, 2014) - ISIS Lab Corporation (TSX VENTURE: LAB) (FRANKFURT: ISX) (Frankfurt WKN: A1XB97) (the "Company" or "ISIS") announces that it has entered into a non-binding letter of intent with Vast Studios Inc. ("Vast") and its shareholders, pursuant to which the Company proposes to acquire all of the issued and outstanding shares of Vast (the "Proposed Transaction"). Vast, a private Ontario corporation established in 2007 with its head office in Toronto, is a developer of casual games for PC, Mac, iOS and Android platforms. The completion of the Proposed Transaction is subject to, among other things, the final approval of the TSX Venture Exchange and those conditions noted below. The non-binding letter of intent contemplates that the Company will pay a purchase price of $1,500,000 (subject to adjustment in certain circumstances) for all of the issued and outstanding shares of Vast, payable as follows: (a) on closing, $400,000 paid in cash and $600,000 satisfied by the issuance of common shares of the Company; (b) on each of the six-month and twelve-month anniversary of closing, $50,000 paid in cash and $50,000 satisfied by the issuance of common shares of the Company; and (c) on a date no later than 18 months after closing, an earnout payment of up to $300,000, which earnout payment is subject to reduction in the event the annualized revenue attributable to Vast's business for the twelve month period after closing falls below a certain target. The common shares of the Company issuable pursuant to the Proposed Transaction are proposed to be issued at a price per share equal to the 20-day volume weighted average price of the common shares of the Company on the TSXV, determined as of the respective date of each issuance, subject to any limits required by the TSX Venture Exchange. Should the Proposed Transaction be completed, Vast will become a wholly-owned subsidiary of the Company. Furthermore, it is expected that the current officers of Vast will remain on as employees of Vast and hold the following positions upon closing of the Proposed Transaction: Hamed Abbasi, Chief Executive Officer of Vast; Jon Caculovic, Chief Operating Officer of Vast; and Serguei Kloubkov, Chief Technical Officer of Vast. Pursuant to the non-binding letter of intent, Vast has agreed to negotiate and deal exclusively with the Company until July, 7, 2014. The parties are currently negotiating definitive terms and documents for the Proposed Transaction, which documents will contain customary representations, warranties, covenants, indemnities and other ancillary agreements to the extent appropriate for transactions of the type of the Proposed Transaction. A cash finder's fee equal to 5% of the aggregate purchase price, subject to a minimum of $25,000, is payable to an arm's length party upon completion of the Proposed Transaction. As at the date hereof, there is no assurance that the Company will consummate the Proposed Transaction. Completion of the Proposed Transaction is subject to a number of conditions, including the negotiation and settlement of definitive terms for the Proposed Transaction and the entering into of a definitive share purchase agreement among the parties, completion of due diligence, receipt of board approval, receipt of final approval of the TSX Venture Exchange, and the receipt of certain other customary consents. About ISIS Lab Corporation Read more at https://www.stockhouse.com/news/press-releases/2014/06/25/isis-lab-corporation-announces-non-binding-letter-of-intent-to-purchase-vast#PMy0mhT2yCBdCQML.99