22:25:02 EDT Thu 15 May 2025
Enter Symbol
or Name
USA
CA



Fundamental Applications Corp
Symbol FUN
Shares Issued 24,654,301
Close 2016-09-01 C$ 0.135
Market Cap C$ 3,328,331
Recent Sedar Documents

ORIGINAL: Fundamental signs share exchange to acquire Opinit

2016-09-06 08:01 ET - News Release

Received by email:

File: FUN_2016 Sep 6_Fundamental Applications Finalizes Acquisition of Opinit LLC.pdf

                 FUNDAMENTAL APPLICATIONS FINALIZES ACQUISTION OF OPINIT LLC

Vancouver, British Columbia, Canada, September 6, 2016 - Fundamental Applications Corp.
("Fundamental") (CSE:FUN, FSE:2FA, OTCQB: FUAPF), a leading developer of innovative smartphone
applications targeted toward millennials, is pleased to announce that further to its press release of July
28, 2016, it has entered into a share exchange agreement dated August 30, 2016 (the "Share Exchange
Agreement"), with Opinit LLC ("Opinit"), pursuant to which Fundamental has agreed to acquire all of the
issued and outstanding securities of Opinit (the "Transaction").

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 online college experience," states Fundamental CEO 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," states 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 online commerce
to a new level."

About the Transaction

In consideration for the Transaction, and on closing thereof, Fundamental will issue an aggregate of
3,500,000 common shares in the capital of Fundamental (the "Shares") pro rata to the Opinit shareholders
at a deemed price of $0.20 per Share. In addition, the security holders of Opinit will be issued up to an
additional 4,000,000 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 "CSE").

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 CSE. 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 (the "Finder 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.

A copy of the Share Exchange Agreement will be filed on SEDAR at www.sedar.com.

None of the Shares to be issued pursuant to the Share Exchange Agreement have been or will be
registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state
securities laws, and any Shares issued pursuant to the Share Exchange Agreement are anticipated to be
issued in reliance upon available exemptions from such registration requirements pursuant to Rule 506(b)
of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and applicable exemptions under state
securities laws. In addition, the Shares to be issued pursuant to the Share Exchange Agreement under an
exemption from the registration requirements of the U.S. Securities Act will be "restricted securities" as
defined under Rule 144(a)(3) of the U.S. Securities Act and will contain the appropriate restrictive legend
as required under the U.S. Securities Act.

Opinit LLC 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 emotions-based content discovery
algorithm that hosts nearly 30,000 users across the United States and Europe.

The CSE has in no way opined on the proposed Transaction and has neither approved nor disapproved the
contents of this press release.

About Fundamental

Fundamental Applications Corp. (CSE:FUN, FSE:2FA, OTCQB: FUAPF) designs, develops, markets, and
acquires innovative mobile applications targeted at the "Millennials" generation, people born in an age of
digital technology, internet access, and smart phones. This demographic is an early adopter of mobile
technology, has significant discretionary income, and is lifestyle driven with a willingness to try new things.
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 SerumTM, an app that enables users to post questions to their friends and
receive answers anonymously.

For more information about Fundamental Applications Corp., visit online at www.FunAppCorp.com, or
review its company profiles on the SEDAR website (www.sedar.com) and on the CSE website
(www.thecse.com). To schedule an interview, please contact:

Bradley Moore
Chief Executive Officer
Telephone: 514.561.9091
Email: bmoore@theforo.com
www.FunAppCorp.com
 The CSE has not reviewed and does not accept responsibility for the adequacy and accuracy of this
information. The Company has no intention or obligation to update or revise any forward looking
statements due to new information or events.

This news release does not constitute an offer to sell or a solicitation of an offer to buy securities of
Fundamental nor shall there be any sale of such securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.

Forward-Looking Information:

This press release may include forward-looking information within the meaning of Canadian securities
legislation, concerning the business of Fundamental. Forward-looking information is based on certain key
expectations and assumptions made by the management of Fundamental. Although Fundamental
believes that the expectations and assumptions on which such forward-looking information is based are
reasonable, undue reliance should not be placed on the forward-looking information because
Fundamental can give no assurance that they will prove to be correct. Forward-looking statements
contained in this press release are made as of the date of this press release. Fundamental disclaims any
intent or obligation to update publicly any forward-looking information, whether as a result of new
information, future events or results or otherwise, other than as required by applicable securities laws.
 


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