Mr. Bradley Moore reports
FUNDAMENTAL APPLICATIONS FINALIZES ACQUISTION OF OPINIT LLC
Further to its press release of July
28, 2016, Fundamental Applications Corp. has entered into a share exchange agreement dated Aug. 30, 2016, with Opinit LLC, pursuant to which Fundamental has agreed to acquire all of the
issued and outstanding securities of Opinit.
Upon completion of the Opinit acquisition, Fundamental will integrate its Foro, Opinit and Truth apps. A
seamless single sign-on process will enable students globally to create Opinit posts of their daily life which
will showcase Foro products posts of similar interests on its feeds. Truth's chat app feature will enable
students real-time texting capabilities between both Foro and Opinit apps. Retailers and lifestyle brands
will be invited to offer student discounts of relevant products to these posts on 6,000-plus university
campus portals to Fundamental's combined user base of approximately 210,000 users.
"Through this coming together of great technologies, millions of like-minded students globally will have
the ultimate on-line college experience," stated Fundamental chief executive officer Brad Moore. "As Instagram and
Facebook complement each other and a single sign-on process gives Facebook and Messenger users
simplicity of use, interconnecting our three great apps will create an unmatched level of fun and
engagement for students. This tailored experience will drive not only substantial usage but also our
revenue model with advertisers."
"We believe that coming under the Fundamental umbrella will allow Opinit to thrive," stated Opinit co-founder Paolo Fidanza. "Matching Opinit innovative content creating, tagging and sharing tools with Foro
for easy transactional capabilities will provide a unique experience to university students globally. I am
very excited to be able to join a very talented team and to help take university-centred on-line commerce
to a new level."
About the transaction
In consideration for the transaction, and on closing thereof, Fundamental will issue an aggregate of
3.5 million common shares in the capital of Fundamental pro rata to the Opinit shareholders
at a deemed price of 20 cents per share. In addition, the security holders of Opinit will be issued up to an
additional four million shares upon the satisfaction of certain performance milestones, as detailed in the
share exchange agreement. The shares will be subject to escrow conditions and/or resale restrictions as
required by applicable securities laws and the policies of the Canadian Securities Exchange.
The completion of the transaction is subject to a number of conditions, including but not limited to,
completion of satisfactory due diligence by both Fundamental and Opinit, approval of the transaction by
the respective boards of directors, and regulatory approvals, including the approval of the Canadian Securities Exchange. There can
be no assurance that the transaction will be completed as proposed or at all.
Fundamental intends to issue up to 375,000 common shares to an arm's-length third
party in connection with the transaction. The finder shares will be subject to a four-month hold period
in accordance with applicable securities laws.
About Fundamental
Fundamental's three leading mobile platforms are Foro, a peer-to-peer mobile ecommerce marketplace;
Truth, a one-to-one anonymous messaging app previously listed in the top 100 social networking apps in
the Apple App Store; and Serum, an app that enables users to post questions to their friends and
receive answers anonymously.
We seek Safe Harbor.
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