First Corp. (fka FSTC)

[roger wilco]

FirstCorp $FSTC Gecko Landmarks Ltd. Share Acquisition
 
Effective April 12, 2012, First Corporation entered into a Securities Subscription and Option Agreement with Gecko Landmarks Ltd. for the acquisition by First Corporation of an initial 10% stake in Gecko Landmarks.
 
By Written Consent, dated March 27, 2012, our sole director approved this agreement and referred the matter to a vote of our shareholders. Action was taken by the Written Consent of the Holders of a Majority of the Issued and Outstanding Common Stock of First Corporation approving the transaction. We notified First Corporation’s other shareholders of this action pursuant to Regulation 14C under the Securities Exchange Act of 1934, as amended, and on June 4, 2012, more than 21 days following first delivery of such notice, we closed on the purchase of the 10% equity interest.
 
Under the terms of the Securities Subscription and Option Agreement, First Corporation purchased its 10% equity interest in Gecko Landmarks for a purchase price of $1,000,000. Under the terms of the agreement, First Corporation also has an option to purchase an additional 23% interest in Gecko Landmarks for a price of $3,450,000, exercisable within six months from closing. The directors will have authority to approve the exercise of this option without stockholder approval. In connection with the closing, First Corporation also entered into a shareholders’ agreement with the other Gecko Landmarks shareholders which provides for the rights of the respective parties as shareholders of Gecko Landmarks.
 
Funding for the purchase price was provided by an investor who purchased from First Corporation 8% Promissory Notes in the aggregate original principal amount of $1,000,000. See discussion under Liquidity and Capital Resources.
 
Prior to its discussions with Gecko Landmarks regarding the share acquisition, First Corporation had pursued other possible business acquisitions none of which were completed.

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