04:25:35 EDT Fri 26 Apr 2024
Enter Symbol
or Name
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CA



Fundamental Applications Corp
Symbol FUN
Shares Issued 14,461,166
Close 2015-03-30 C$ 0.185
Market Cap C$ 2,675,316
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Fundamental to acquire Foro for 1.7 million shares

2015-03-31 01:03 ET - News Release

Mr. Justin Rasekh reports

FUNDAMENTAL ENTERS INTO AGREEMENT TO ACQUIRE FORO TECHNOLOGIES INC.

Fundamental Applications Corp. has entered into an agreement to acquire 100 per cent of the issued shares of Foro Technologies Inc. This agreement replaces the previously announced letter of intent dated Jan. 16, 2015, with Foro.

Pursuant to the agreement, Fundamental will issue 1.7 million shares in exchange for all of the issued shares of Foro. A total of 500,000 of the shares will be free from restrictions and released immediately on the date of closing, and the remaining 1.2 million shares will be held in escrow pending the achievement of certain milestones. A total of 600,000 of the escrowed shares will be released upon Foro reaching a minimum of 25,000 regular users of its applications. The remaining 600,000 escrowed shares will be released upon Foro reaching 50,000 regular users of its applications. If the milestones have been achieved within 12 months following the closing of the acquisition, all escrowed shares not yet released will be cancelled. In addition to the share acquisition, Fundamental will issue 464,927 shares at 30 cents per share and $85,000 in cash to pay out certain Foro creditors.

About Foro

Foro is the owner of the intellectual property and rights for two organically built applications, with the primary one being Truth, an anonymity app that was a leader when the space first emerged in late 2013.

Truth was quickly recognized by the media and regarded as a market leader for its spontaneity, clean development and rapid growth. Truth was voted into the top 100 social messaging apps in the iTunes store for 2014, keeping company with Snapchat and What's App. With an excess of 130,000 users and many more downloads, management will look to take the best of its applications, Serum and now Truth, to create Truth, Version 2.0.

Unlike the Twitter-esque broadcasting model of recent anonymous apps, Truth is about messaging with people whom you actually know and care about: the people who are in your address book. The result is a powerful one-on-one communication platform, which is far more engaging and meaningful than anything seen out there.

The second application that has been developed by Foro is called Foro. University and college students often have items that they no longer need, but which other students can use. These items include bikes, furniture, textbooks and electronics, for example. Foro is an iPhone app that allows students to list out items they no longer need into the app in fewer than 10 seconds and then to connect with other students at the same school who have the app. Foro provides a great buying and selling experience, where students know whom they are dealing with, which school they attend and how many mutual Facebook friends they have.

Fundamental is also pleased to announce a private placement to raise up to $144,000 of up to 800,000 units at a price of 18 cents per unit. Each unit will consist of one common share and one common share purchase warrant exercisable to purchase one-half of one additional common share of Fundamental at a price of 30 cents per share for 24 months.

We seek Safe Harbor.

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