LOS ANGELES, Aug. 07, 2018 (GLOBE NEWSWIRE) -- via OTC PR WIRE -- Full Alliance Group, Inc. (OTCPK: FAGI), a holding company, today announced that the Company has entered into a non-binding Letter-of-Intent (the "LOI") to acquire a 100% interest in a New York based investment banking company (the "IBC"). Upon completion of the proposed acquisition, IBC would become a wholly-owned subsidiary of the Company.
In consideration for the proposed purchase of IBC, the LOI calls for the Company to issue 300,000,000 newly issued shares of restricted FAGI common stock to current shareholders of IBC. In addition, the LOI stipulates that i.) FAGI shall have extinguished all outstanding convertible notes, ii.) the conversion of $750,000 of Preferred Shares of the Company into an aggregate of 20,000,000 common shares with certain anti-dilution protections, iii.) the surrender to treasury of $250,000 Preferred shares of the Company, iv.) and FAGI shall complete a private placement of a minimum of $500,000 of restricted common shares.
Following the closing of the proposed transaction, IBC would assume or assign all executive control positions of FAGI except for the CFO and VP of Business Development for Latin America positions. IBC will also appoint and nominate a majority of the members to the board of directors. IBC's five most experienced registered representatives have a combined 100+ years in the financial services industry.
Rudy Kiste, Chief Financial Officer of Full Alliance Group, commented, "We are very pleased to have entered into this initial agreement to potentially acquire an established FINRA and SPIC member investment banking firm. We envision that the combined companies will continue their individual growth strategies and also leverage their combined strengths to achieve new goals in the financial services and fintech sectors."
The combined company is expected to continue to pursue the Full Alliance acquisitions and development of MyPay, Kelevra Digital Solutions, SA.de C.V., GBE Grupo Empresarial de Tamaulipas SAPI de CV. The acquisition of Grupo Richard is expected to be terminated, as is the previously announced plan to issue a stock dividend to FAGI shareholders.
Closing of the proposed transaction is subject to several customary terms and conditions such as, but not limited to, the satisfactory completion of further due diligence, finalization of a mutually acceptable definitive Stock Purchase Agreement ("SPA") and expected regulatory notifications and or approvals.
The Company anticipates releasing additional information regarding this proposed acquisition, including the name and details of the target company IBC, as the due diligence and SPA finalization process moves forward.
About Full Alliance Group Inc.
Full Alliance Group Inc. (OTCPK: FAGI) is a multi-faceted holding company with varied interests in banking and point-of-sale (POS) technology, financial services, real estate, and nutraceuticals. Full Alliance Group provides investment capital, modern business practices, and best-in-class management to assist growing companies to reach their greatest potential.
This shareholder update may contain a number of forward-looking statements. Words and variations of words such as: "expect", "goals", "could", "plans", "believe", "continue", "may", "will" and similar expressions are intended to identify our forward-looking statements, including but not limited to: our expectation for growth, benefits from brand-building, cost savings and margins. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause our actual results to differ materially from those indicated in our forward-looking statements. Such factors include, but are not limited to: continued volatility of, and sharp increase in: costs/pricing actions, increased competition, risks from operating internationally, consumer weakness, weakness in economic conditions and tax law changes.