Freeport Capital Inc.
CNSX : FAS

November 24, 2009 12:02 ET

Freeport Capital Inc. Announces Completion of Transaction With First Equity Strategy LLC

CALGARY, ALBERTA--(Marketwire - Nov. 24, 2009) - 

(NOT FOR DISSEMINATION IN THE UNITED STATES)

Freeport Capital Inc. (CNSX:FAS) ("Freeport"), newly listed on the CNSX, is pleased to announce that it has closed its previously announced business combination with First Equity Strategy LLC ("First Equity") (the "Transaction").

Pursuant to the Transaction, Freeport acquired all of the issued and outstanding First Equity ownership units ("First Equity Shares") on the basis of 5,500 Freeport common shares ("Freeport Shares") for each First Equity unit for aggregate consideration of 5,500,000 Freeport Shares. Freeport now has 10,125,100 common shares issued and outstanding on a non-diluted basis and 10,305,000 on a fully diluted basis.

First Equity, a company established in March 2008, was formed to exploit competitive opportunities in transaction processing for small and home-based retailers. First Equity has exclusive distribution rights to new Internet technologies that make POS payments and online payments considerably more secure and affordable than existing solutions. In addition, the management of First Equity brings a business network of Money Service Businesses (MSB) with products and services to cross-sell into that network.

First Equity is currently pursuing three lines of business: 

- POS in a Box: A retail package containing everything a small retailer needs to start accepting debit cards for payment. The POS in a Box package will be sold through business supply retailers.

- Prepaid Debit Cards: Prepaid Debit Cards will be marketed to businesses and co-branded with check processors and payday loan companies.

- Short-term Cash Services for Money Lending Businesses: Lines of credit to small, independent short-term loan businesses, like payday loan, car title loan and pawn loan companies.

Below is unaudited pro-forma financial information on Freeport after giving effect to the Transaction and the Financings as discussed herein as at June 30, 2009.

Total Assets
Total Liabilities
$88,290
$7,942
Working Capital$59,289
Shareholder Equity$80,345
Administrative Expenses$26,291

Working capital is defined as the difference between current assets and current liabilities.

In connection with the Transaction, Freeport has also closed the first tranche of 400,000 shares for proceeds of $100,000 of a non-brokered private placement financing of up to 4,000,000 Freeport Shares for gross proceeds of up to $1,000,000, at a price of $0.25 per share. Freeport expects to close subsequent tranches of the private placement for additional gross proceeds of up to $900,000 on or before March 31, 2010.

The CNSX has issued their conditional approval for the Transaction. Trading in the Freeport Shares is expected to commence on Tuesday, November 24, 2009 under the Symbol "FAS".

Board of Directors and Management

The Board and management team of Freeport has resigned in connection with the Transaction and has been reconstituted to be comprised of certain representatives of First Equity as set forth:

Mr. Bruce Baillio (MBA), Chief Executive Officer and a director, has extensive experience in the Money Remittance market (e-commerce) as well as the Optical Industry with a combined 35 years of experience developing niche software for industries which have not benefited from consolidation or a major paradigm shift. In addition Mr. Baillio was Vice President of a top 5 buying group in the USA (Vision West Inc. of California) with over 4,000 members.

Mr. Mike Tasillo, President, Chief Financial Officer and a director, has been active for the past 5 years as a Consultant and Educator specializing in ISO Certification Standards in the Construction Industry dealing with Municipal, Provincial and Foreign contracts. His experience in implementation and deployment bring an important expertise to First Equity in dealing with International Enterprises and regulations.

Mr. Anthony Barone Jr., a director, has a background as a Financial Planner and is currently a Sales Executive in the Hotel and Entertainment Industry as F&B Manager of Operations for the past 5 years.

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