MNVN OOO2 100%+ CHECK IT OUTM BUYOUT LOI WITH 0.25$ COMPANY OUT. WANT CLOSE THIS 09-30.2014
I. Letter of Intent with MRGB3, LLC, an Oregon based limited liability company
On September 10, 2014 the Registrant (“Mondial”) and its majority owned subsidiary Boomerang Oil, Inc. and its wholly owned subsidiary 1913564 Ontario, Inc. (collectively, “Boomerang”) have entered into a Letter of Intent (“LOI”) with MRGB3, LLC, an Oregon based Limited Liability Company ("MRGB3"
. The plans fully implemented, are expected to be able to close becoming binding on or about September 30, 2014. Upon successfully implementing closing process Mondial would join with MRGB3 via a “merger acquisition and reorganization process” that would effectively spin off Boomerang and subsidiary operations while simultaneously acquiring, MRGB3, a greenagricultural reduced carbon footprint growing, processing and distributing company for the purpose of deploying growth and expansion for the development of its business with distribution plans on a Global basis. The Mondial and MRGB3 merger acquisition and reorganization plan via broad parameters listed per the LOI would include but not be limited to i) all of the holders of Series C Preferred Stock of Mondial (“C Shares”) to transfer all of their outstanding C Shares to MNVN in exchange for all of MNVN’s 66.17% interest in the consolidated entity that is Boomerang Oil, Inc., and 1913564 Ontario, Inc., and related intangible assets (“Boomerang”); and all of the C Shares shall be transferred to the MRGB3 shareholders in exchange for all of the outstanding MRGB3 shares, ii) these transfers of shares must happen simultaneously such that Mondial shall never be a shell company and accordingly upon execution of a Reorganization Agreement, all the shares referenced above shall be deposited into escrow with attorney Milan Saha Esq. to be distributed at the Closing, iii) Mondial shall execute or have executed a CEO agreement with Michael Gillespie, principal owner of MRGB3, with compensation to be finalized vesting upon the achievement of certain milestones including but not limited to first harvest of crops and each successive harvest, launch of industrial scale zero carbon emission farming operations, acquisition of additional leases of land and planting on such land, and launch of robotic agriculture operations, iv) new Board of Director appointments including Milan Saha, Esq., Michael Gillespie in addition to Dennis Alexander staying on with Joanne Sylvanus as CFO with certain terms, including time transition periods to be formalized and set for Board members or other members to be established prior to closing including compensation, earn in and or share vesting, v) determination of the exact structure for the Transaction in order for it to qualify as a tax-free reorganization under §368 of the Internal Revenue Code, vi) potential name change for the Registrant (possible to Reduced Carbon Farming, Inc.), vii) valuations analysis, pre deal capitalization, financing structuring and current and ongoing requirements, structure and delineation of existing debt amongst the parties of the reorganization, and viii) various other formal approvals including both Board of Directors, and any required or requisite third parties of the final documentation.
I. Letter of Intent with MRGB3, LLC, an Oregon based limited liability company
On September 10, 2014 the Registrant (“Mondial”) and its majority owned subsidiary Boomerang Oil, Inc. and its wholly owned subsidiary 1913564 Ontario, Inc. (collectively, “Boomerang”) have entered into a Letter of Intent (“LOI”) with MRGB3, LLC, an Oregon based Limited Liability Company ("MRGB3"
. The plans fully implemented, are expected to be able to close becoming binding on or about September 30, 2014. Upon successfully implementing closing process Mondial would join with MRGB3 via a “merger acquisition and reorganization process” that would effectively spin off Boomerang and subsidiary operations while simultaneously acquiring, MRGB3, a greenagricultural reduced carbon footprint growing, processing and distributing company for the purpose of deploying growth and expansion for the development of its business with distribution plans on a Global basis. The Mondial and MRGB3 merger acquisition and reorganization plan via broad parameters listed per the LOI would include but not be limited to i) all of the holders of Series C Preferred Stock of Mondial (“C Shares”) to transfer all of their outstanding C Shares to MNVN in exchange for all of MNVN’s 66.17% interest in the consolidated entity that is Boomerang Oil, Inc., and 1913564 Ontario, Inc., and related intangible assets (“Boomerang”); and all of the C Shares shall be transferred to the MRGB3 shareholders in exchange for all of the outstanding MRGB3 shares, ii) these transfers of shares must happen simultaneously such that Mondial shall never be a shell company and accordingly upon execution of a Reorganization Agreement, all the shares referenced above shall be deposited into escrow with attorney Milan Saha Esq. to be distributed at the Closing, iii) Mondial shall execute or have executed a CEO agreement with Michael Gillespie, principal owner of MRGB3, with compensation to be finalized vesting upon the achievement of certain milestones including but not limited to first harvest of crops and each successive harvest, launch of industrial scale zero carbon emission farming operations, acquisition of additional leases of land and planting on such land, and launch of robotic agriculture operations, iv) new Board of Director appointments including Milan Saha, Esq., Michael Gillespie in addition to Dennis Alexander staying on with Joanne Sylvanus as CFO with certain terms, including time transition periods to be formalized and set for Board members or other members to be established prior to closing including compensation, earn in and or share vesting, v) determination of the exact structure for the Transaction in order for it to qualify as a tax-free reorganization under §368 of the Internal Revenue Code, vi) potential name change for the Registrant (possible to Reduced Carbon Farming, Inc.), vii) valuations analysis, pre deal capitalization, financing structuring and current and ongoing requirements, structure and delineation of existing debt amongst the parties of the reorganization, and viii) various other formal approvals including both Board of Directors, and any required or requisite third parties of the final documentation. 
