Focus Gold Corp. (fka FGLD)

[Dutch]

Plan of Operation FGLD / ADAMA

The Company has been engaged in locating and negotiating with an operating business entity for the combination of that target company with the Company. Effective November 14, 2014, the Company entered into an Agreement and Plan of Merger and Acquisition with Capital Interchange Corporation, a Florida corporation (CIC), Focus Gold Commercial Resolution, Inc., a Florida corporation, and Focus Gold Financial Corp., a Florida corporation, for a three-way merger, expected to close by December 31, 2014.

Under the terms of the agreed merger transaction, CIC will become the parent holding company of the Company and the Focus Gold companies, the latter of which will also merge with each other; CIC will assume the reporting obligations of the Company under the Securities and Exchange Act of 1934; CIC will acquire and manage distressed debt obligations; and the Focus Gold companies will continue their existing business of accounts receivable management, including collecting activities with respect to purchased debt provided to it by CIC. Certain defined debts of the Company and the Focus Gold companies will be assumed by CIC as part of the acquisition price, but otherwise the Company and the Focus Gold companies will remain as separate corporate entities. CIC will issue one new share of common stock to our shareholders for each 1,000 fully diluted common shares then outstanding; the outstanding Series A Preferred Stock will be exchanged for Series A Preferred Stock of CIC on the same terms and preferences; each share of each of the Focus Gold companies will be exchanged for ten shares of CIC common stock, and CIC common shareholders will retain a fifty percent ownership of the resulting common shares outstanding after the transaction.

Closing of the transaction will take place as soon as all of the regulatory compliance matters have been completed, including the registration of CIC shares to be issued in the transaction as required by applicable federal and state securities laws. Closing is expected to occur by December 31, 2014.

Following the closing of the transaction, it is anticipated that the common share structure of the surviving entity (CIC) will be approximately as follows:




Number of Shares Percent
Old ADAC common shareholders 2,203,8511 10
Old Focus Gold Commercial shareholders 5,000,000 20
Old Focus Gold Financial shareholders 5,000,000 20
CIC shareholders 12,203,851 50
Totals 24,407,702 100
http://biz.yahoo.com/e/141119/adac10-q.html