FOI Foccini International

Grasslands Entertainment Inc. (TSX VENTURE:GEE) ("Grasslands" or the "Company")
is pleased to announce that it has entered into a letter of intent (the "Letter
of Intent") dated May 25, 2009 with an Ontario incorporated private company
2190879 Ontario Inc. ("TargetCo."), a wholly-owned subsidiary of Foundation
Financial Holdings Corp. ("FFHC"), pursuant to which Grasslands and TargetCo.
have agreed to complete a business combination to form a new company ("Newco").
The business combination shall constitute a Reverse Takeover (the "RTO") of the
Company as defined in the policies of the TSX Venture Exchange (the "TSX-V").


In conjunction with the RTO, Newco will undergo a change in business to a
merchant bank focused on the mineral and energy sectors. TargetCo. currently has
investments in the following companies: Quia Resources Inc., a private company
with gold exploration properties in Colombia; Enerasia Renewable Corp., a
private company focused on hydro, wind and geothermal opportunities in the
Philippines; Caldera Geothermal Inc., a private company focused on geothermal
exploration and development in the Western United States; and Silver Shield
Resources Corp. (TSX VENTURE:SSR), a TSX-V listed company focusing on
advanced-stage silver properties in Northern Ontario and Mexico.


Summary of the Proposed Reverse Takeover

Under the terms of the Letter of Intent: (i) Grasslands shall consolidate (the
"Share Consolidation") its Class A voting shares on a four (4) old shares
("Pre-Consolidated Shares") for one (1) new share basis (a "Consolidated
Share"), such Share Consolidation to become effective prior to completion of the
RTO; and (ii) the holders of TargetCo. common shares (the "TargetCo. Common
Shares") will receive one (1) Consolidated Share for each TargetCo. Common Share
(the "Consideration Ratio").


The number of outstanding stock options, warrants, and broker options of
Grasslands will be adjusted based on the same 4:1 ratio as the Pre-Consolidated
Shares of Grasslands and, subject to the approval of the Exchange, the exercise
price of certain of those convertible securities will be amended to $0.14 per
Consolidated Share on a post-Consolidation basis. The Consolidated Shares will
be issued at an ascribed price of $0.14 per share. On completion of the RTO, on
both a basic and fully diluted basis, the shareholders of Grasslands and
TargetCo. will own approximately 35% and 65% of Newco, respectively. There are
currently 16,997,696 Pre-Consolidated Shares issued and outstanding and
7,857,143 TargetCo. Common Shares issued and outstanding.


Under the terms of the Letter of Intent, Targetco's audited financial statements
will include net tangible assets ("NTA") equal to at least $900,000. If the NTA
is less than $900,000, the Consideration Ratio will be adjusted so that the
holders of TargetCo. Common Shares will receive less than one (1) Consolidated
Share for each TargetCo. Share based upon a percentage equal to the amount by
which the NTA is less than $900,000. For example, if the NTA is $800,000, the
Consideration Ratio will be adjusted to 0.8888 Consolidated Share for each
TargetCo. Share.


Grasslands may also complete a financing of up to $3 million worth of Grasslands
securities (the "RTO Financing") in conjunction with the completion of the RTO.
The units issued pursuant to the RTO Financing will have an issue price of $0.14
per unit on a post-Share Consolidation basis and be comprised of one
Consolidated Share and one-half of one Consolidated Share purchase warrant with
exercise terms of the warrant to be determined in the context of the market.


Concurrent with the closing of the RTO, Grasslands will enter into a Management
Services Agreement with Foundation Opportunities Inc. ("FOI"). FOI, among other
things, will: (i) identify qualified candidates to assume the roles of Chief
Investment Officer and alternative energy, mining and oil & gas advisors; (ii)
administer the day-to-day business and affairs of Grasslands; (iii) provide due
diligence and market research on potential investments; and (iv) source
investment opportunities. As consideration for the services provided by FOI to
Grasslands, FOI will receive a monthly service fee of $10,000 plus reasonable
expenses and a performance fee (the "Performance Fee") equal to (1) 10% of: (a)
the pre-tax profits, including both realized and unrealized profit on
investments, for the financial year, minus (b) the weighted average month-end
net asset value of Grasslands through the financial year multiplied monthly by
the percentage return of an appropriate benchmark (the "Hurdle"), plus (2) 10%
of realized after tax income. Furthermore, any bonuses payable to officers,
directors and advisors of Grasslands who are not an officer, director, employee
or shareholder of FOI shall be paid by FOI from the Performance Fee.


No Non-Arm's Length Party (as that term is defined in the TSX-V Policies) of the
Company has any direct or indirect beneficial interest in TargetCo. or is an
insider of TargetCo., and there is no relationship between any Non-Arm's Length
Party of the Company and any Non-Arm's Length Party of TargetCo.


The RTO is subject to certain regulatory approvals and is conditional upon the
completion of satisfactory due diligence by both Grasslands and TargetCo. and
the negotiation of a definitive agreement.


It is anticipated that on closing, without including any securities to be issued
pursuant to the RTO Financing and assuming there is no downward adjustment to
the Consideration Ratio, Newco will have outstanding approximately 19,249,424
million Consolidated Shares and approximately 18,750 options, 4,124,848 warrants
and 87,700 broker options.


Upon completion of the RTO, it is anticipated that Mendel Ekstein and Gerald
Goldberg, currently directors of Grasslands, shall remain directors of Newco.
TargetCo. shall appoint up to an additional five (5) directors. In addition, it
is expected that upon completion of the RTO, the following persons will be
appointed to positions as executive officers of Newco: Jeremy Goldman, Chief
Executive Officer and Yannis Banks, President. Randy Koroll, the current Chief
Financial Officer of Grasslands, is expected to continue to serve as Newco's
Chief Financial Officer.


It is anticipated that following completion of the RTO, FFHC shall be the only
holder of more than 10% of the issued and outstanding Consolidated Shares
(approximately 40%, assuming full subscription of the RTO Financing).


Completion of the transaction is subject to a number of conditions, including
but not limited to, TSX-V acceptance and disinterested shareholder approval. The
transaction cannot close until the required shareholder approval is obtained.
There can be no assurance that the transaction will be completed as proposed or
at all.


Investors are cautioned that, except as disclosed in the Management Information
Circular to be prepared in connection with the transaction, any information
released or received with respect to the RTO may not be accurate or complete and
should not be relied upon. Trading in the securities of Grasslands should be
considered highly speculative.

Foccini International (TSXV:FOI)
Historical Stock Chart
Von Jun 2024 bis Jul 2024

Foccini International (TSXV:FOI)
Historical Stock Chart
Von Jul 2023 bis Jul 2024