Secretaire Industries Inc. Signs LOI with Free-Market News Network to Effect a Business Combination.VANCOUVER, British Columbia British Columbia, province (2001 pop. 3,907,738), 366,255 sq mi (948,600 sq km), including 6,976 sq mi (18,068 sq km) of water surface, W Canada. Geography -- Secretaire Industries Inc. (Pink Sheets:SCYI) and Free-Market News Network, Corp. are pleased to jointly announce the commencement of formal negotiations to effect a business combination. The proposed combination may be effected in one of several different ways, including an asset acquisition, merger of Free-Market News Network, Corp. (FMNN) and Secretaire Industries, or a share-exchange whereby Secretaire purchases the shares of FMNN from its shareholders in exchange for shares of Secretaire. Both parties will jointly determine the optimum structure for the transaction in order to best satisfy tax planning Tax planning Devising strategies throughout the year in order to minimize tax liability, for example, by choosing a tax filing status that is most beneficial to the taxpayer. , regulatory and other considerations, including mutually agreed upon Adj. 1. agreed upon - constituted or contracted by stipulation or agreement; "stipulatory obligations" stipulatory noncontroversial, uncontroversial - not likely to arouse controversy performance based milestones. "We are excited about the potential to acquire a fast-growing and dynamic company that appears to be well positioned to benefit from the major societal shift from traditional media outlets to alternative 'net providers," commented Randy Schuler, President of Secretaire. Mr. Schuler continued, "FMNN is a leading provider of social, political and financial news and information, albeit presented from a free market oriented point of view. We believe the positive growth of such free market thinking is likely to continue, with resultant business benefits." The closing of the transaction is to be completed on a best efforts basis by both parties within the following parameters: * notice of completion of substantial due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. and board approval by both parties by September 30, 2007; * execution of Transaction Agreement by September 30, 2007; * receipt of all required shareholder approvals from FMNN by October 15, 2007; and * closing of Transaction by October 31, 2007. Both parties agree to work diligently dil·i·gent adj. Marked by persevering, painstaking effort. See Synonyms at busy. [Middle English, from Old French, from Latin d during this period but recognize that regulatory and other market delays may require adjustments to this timetable. FMNN CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , Jim MacKenzie James Alexander Mackenzie (died April 28, 1967) was the head coach for the University of Oklahoma Sooners football team in 1966 (he accepted the position in December of 1965). stated, "We have a very loyal base of shareholders who have patiently supported our growth as a private enterprise. If not for their support, FMNN wouldn't have been able to accomplish its fairly continual audience growth. FMNN recently averaged over 20 million hits a month." Mr. MacKenzie continued, "We are optimistic op·ti·mist n. 1. One who usually expects a favorable outcome. 2. A believer in philosophical optimism. op that with the completion of today's proposed deal, FMNN will benefit by being able to access the public markets for additional capital investment purposes leading to increased growth." About FMNN In the early 21st century, a groundswell ground·swell n. 1. A sudden gathering of force, as of public opinion: a groundswell of antiwar sentiment. 2. of support for the benefits of private enterprise is evident in numerous websites and blogs on the 'Net. Free-Market News Network, Corp. - offering socio-political, economic and investment coverage from a free-market viewpoint - is itself an independent media solution, an Internet-grown, free-market alternative to mainstream media complexes. The key to FMNN's success, thus far, lies in a commitment to peering behind Big Media mainstream reports to provide more accurate news and analysis in areas of politics, sociology, business and finance. On Behalf of the Board of Secretaire Industries Inc. Randy Schuler - President On behalf of the Board of Free-Market News Network, Corp.: Jim MacKenzie - CEO Phone: 604.639.3190 www.FMNN.com Disclaimer This release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. that are based on the beliefs of Secretaire Industries Inc. management and reflect Secretaire Industries Inc. current expectations as contemplated under section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. When used in this release, the words "estimate, "project," "believe," "anticipate," "intend," "expect," "plan," "predict," "may," "should," "will," "can," the negative of these words, or such other variations thereon there·on adv. 1. On or upon this, that, or it. 2. Archaic Following that immediately; thereupon. Adv. 1. thereon - on that; "text and commentary thereon" on it, on that , or comparable terminology, are all intended to identify forward-looking statements. Such statements reflect the current views of Secretaire Industries Inc. with respect to future events based on currently available information and are subject to numerous assumptions, risks and uncertainties, including, but not limited to, risks and uncertainties pertaining per·tain intr.v. per·tained, per·tain·ing, per·tains 1. To have reference; relate: evidence that pertains to the accident. 2. to, changes in economic conditions and other risks, uncertainties and factors, which may cause the actual results, performance, or achievement expressed or implied by such forward looking statements to differ materially from the forward looking statements. |
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