Contract
EXHIBIT
99.1
On November 23,
2015, the Reporting Person and the Issuer entered into a Share
Exchange and Acquisition Agreement, dated November 23, 2015, (the
“Acquisition Agreement”), which was filed as Exhibit
2.01 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission by the Issuer on November 23, 2015 and
which is incorporated herein in its entirety by this reference. The
Acquisition Agreement provides for the acquisition by the Issuer of
all of the issued and outstanding equity interests of several
entities owned by the Reporting Person. The Acquisition Agreement
provides that following completion of all acquisitions contemplated
therein the Reporting Person will own approximately 95% of the then
issued and outstanding common stock of the Issuer. Upon the initial
closing on November 23, 2015, the Reporting Person was issued
shares representing 80.1% of the then issued and outstanding common
stock of the Issuer. The Acquisition Agreement provides that the
Reporting Person would acquire up to approximately a 93% interest
in the Issuer in exchange for all of the issued and outstanding
equity interest in LLC IC Freedom Finance, (“Freedom
RU”) an operating registered broker dealer in Russia,
including its wholly owned subsidiary, JSC Freedom Finance, an
operating registered broker dealer in Kazakhstan.
As
previously reported in the Annual Report on Form 10-K of the Issuer
filed with the Securities
and Exchange Commission on June 30, 2017, on June 29,
2017, the Reporting Person and the Issuer closed the acquisition of
Freedom RU. As the Issuer had insufficient authorized by unissued
common shares to deliver the full consideration agreed to in the
Acquisition Agreement, as an accommodation to facilitate the
closing, the Reporting Person agreed to accept a partial issuance
at the closing of 209,660,533 shares of the Issuer and to defer the
issuance of the balance of the common shares agreed to until such
time as the Issuer completes a reverse stock split and
recapitalization to provide sufficient additional authorized but
unissued shares to issue him the percentage agreed in the
Acquisition Agreement. Following the reverse stock split and
recapitalization and the issuance of the balance of the common
shares agreed to in the Acquisition Agreement for the acquisition
of Freedom RU, it is anticipated the Reporting Person will own
approximately 93% of the then issued and outstanding common stock
of the Issuer.