Global Digital Solutions Inc (GDSI)

[Coreton]

The deal with with Para is based on the level of recovery. There is no funding due at closing and the taxes will be paid by the Corporation no matter who owns it. So the taxes are paid from revenues generated just as they would have been if Rontan still controlled.

At issue is the valuation and agreed purchase was based on there being no tax liabilities.

GDSI would have simply offered and paid less in the original SPA had there been full disclosure of the tax liabilities.

The court is now deciding what level of off set there will be due to this omission

Since the SPA provided for ongoing payment to the Bolzan’s from net revenue the offset can include the reduction or elimination of these payments till the tax liability is satisfied along with the elimination of any other monetary consideration that was due, share exchange, cash, dividends etc etc.

Hope this helps.