MERRITT ISLAND, FL — (Marketwired) — 12/03/14 — Focus Gold Corp. (OTC PINK: FGLD) today announced that it has agreed to transfer its controlled subsidiaries, Focus Gold Financial Corp., which operates in the retail collections market, and Focus Gold Commercial Resolution, Inc., which operates in the commercial recovery market, to Adama Technologies Corp. (OTC PINK: ADAC) in a reverse triangular merger transaction with Capital Interchange Corporation (CIC), which will be the surviving entity in the merger. Under the terms of the Agreement and Plan of Merger signed on November 24, 2014, each common shareholder of ADAC will receive one share of CIC for each 1,000 shares of ADAC outstanding at the closing date, with ADAC becoming a wholly-owned subsidiary of CIC; each preferred shareholder of ADAC will receive one share of Series A Preferred Stock of CIC having the same terms and preferences as the Series A Convertible Preferred Stock of ADAC outstanding at closing; and each common shareholder of each of Focus Gold Financial Corp. and Focus Gold Commercial Resolution, Inc., will receive ten shares of CIC, with both entities also becoming wholly-owned subsidiaries of CIC. At closing, the common shareholders of CIC before the transaction will hold fifty percent of the total common stock of CIC as a result of the transaction.
Based on the currently outstanding common shares of the constituent companies, following the closing, the pre-closing common shareholders of ADAC, determined on a fully diluted basis, will hold approximately 2,300,000 common shares of CIC; the common shareholders of each of Focus Gold Financial Corp. and Focus Gold Commercial Resolution, Inc., will hold approximately 5,000,000 common shares; and the pre-closing shareholders of CIC will hold approximately 12,200,000 common shares of CIC after the transaction closes. CIC will assume the reporting obligations of ADAC under the Securities and Exchange Act of 1934 and will apply for a new CUSIP number for the common stock and a new trading symbol for the CIC shares issued in the transaction. CIC also will assume certain specifically designated obligations of ADAC, Focus Gold Financial Corp. and Focus Gold Commercial Resolution, Inc., as part of the acquisition.
The acquisition transaction is subject to the approval of the shareholders of ADAC and to all regulatory compliance, including the registration of the common shares of CIC to be issued in the transaction to the shareholders of ADAC. FGLD will receive approximately 5,500,000 common shares of CIC as a result of the merger, representing approximately 22 percent of the total common shares issued and outstanding.
ADAC currently is a fully reporting, trading shell company with approximately 2.2 billion common shares issued and outstanding, with the last trading price of the stock reported at $0.0045 but with no current active trading market. Focus Gold Financial Corp. and Focus Gold Commercial Resolution, Inc. are engaged in business as accounts receivable management and collection operations with offices in New York. CIC is a Florida corporation formed for the purpose of undertaking the proposed transaction and which has raised substantial funds intended for the purchase of distressed debt to be provided to the collection offices operated in its newly-acquired subsidiaries, for collection and debt management services. CIC will continue to raise capital for distressed debt purchasing and also will provide administrative, financial, legal and other management services to its operating companies.
FORWARD LOOKING STATEMENT
Certain statements contained herein and subsequent oral statements made by and on behalf of Focus Gold Corp. may contain “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements are identified by words such as “intends”, “anticipates”, “believes”, “expects”, and “hopes” and includes, without limitation, statements regarding Focus Gold Corp.–s plan of business operations, product research and development activities, anticipated revenues and expenses and potential contractual arrangements and obligations. Also, our management may make forward-looking statements orally to investors, analysts, the media and others. Any statements made in this news release about an action, event or development, are forward-looking statements. Such statements are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. These risks and others are included from time to time in documents we file with the Securities and Exchange Commission, including but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. Other unknown or unpredictable factors also could have material adverse effects on our future results. Accordingly, you should not place undue reliance on these forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that its forward-looking statements will prove to be correct. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The Company undertakes no obligation to update or correct its own forward-looking statements, except as required by law or those prepared by third parties that are not paid by the Company. The Company–s SEC filings are available at .
Focus Gold Corp.
Media Department