Mr. Bradley Moore reports
FUNDAMENTAL APPLICATIONS CORP. TO ACQUIRE OPINIT
Fundamental Applications Corp. has signed of a letter of intent in
principle to acquire 100 per cent of Opinit LLC.
About Opinit
Opinit is a Delaware-organized, Los Angeles-based technology firm that has developed and launched
a mobile web-content-sharing platform. The Opinit application totes an emotion-based content discovery
algorithm that hosts nearly 30,000 users across the United States and Europe. Co-founder and former
Opinit chief executive officer Paolo Fidanza (technology entrepreneur formerly with Lotus, PriceDoc, JP Selects and Pinot
Corp.) will join the company's board of directors and as chief strategy officer. Opinit adviser
Brandon Korff (entertainment and music executive formerly with MTV Networks, National Amusements
majority shareholder of Viacom, CBS and Shady Records) and Opinit co-founder Qualid Ladraa (fashion
and technology entrepreneur formerly with Guess, Ed Hardy, Germany's Next Top Model by Heidi Klum
and JP Selects) will both join the company's advisory board.
With the acquisition of Opinit, the Fundamental applications portfolio will approach 250,000 users.
"Opinit is a world-class application led by an incredible management team, and we are delighted to have them
join the Fundamental family," stated Fundamental CEO Brad Moore. "Combining Opinit's ability to create
unique emotion-rated content and sharing it with Foro's buy/sell platform will provide university students
around the world with an unparalleled on-line-content-creation experience related to every aspect of their
campus life."
Mr. Fidanza also stated: "Over the past three years we have developed a truly innovative
technology which facilitates the sharing of web content on a mobile device in a new, fun and convenient
way. Since our inception, students have been a huge voice within the Opinit community. Now, under the
Fundamental umbrella, we will fast-track platform adoption and user growth."
"We are very excited to integrate our unique technologies with the Foro transactional platform and offer
a unique end-to-end experience for university students," added Mr. Ladraa. "There is simply no other
platform in the marketplace that can offer the kind of experience that Opinit and Foro will provide."
About the proposed transaction
Fundamental and Opinit have drawn up a letter of intent, setting out the material terms and conditions pursuant to
which the proposed transaction will be completed. The transaction is subject to customary conditions, as
well as the two parties negotiating and consequently entering into a definitive share exchange agreement,
pursuant to which it is anticipated that Fundamental will issue up to 7.5 million common shares of the
company in exchange for 100 per cent of the issued shares of Opinit. The transaction is subject to regulatory
approvals as may be required. Certain percentages will be due at signing, while other percentages of the
payment shares will be subject to performance-based criteria required to be met by the Opinit team.
We seek Safe Harbor.
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