IMAGINATION PARK OWNERSHIP SUMMARY

Imagination Park Entertainment owns varying interests in 10 feature film projects at present subject to various terms and conditions.  The Company’s ownership summary is outlined below:

(a)  A Simple Man

A Simple Man is the title tentatively given to a screenplay of a feature film written and created by Marc Bacci (“Bacci”).  The plot involves a single father of two in a dystopian America who is forced to save his children from being taken by a corrupt government by returning to his old life in an underground fight club called ‘the circuit’.  The plot involves a fight to the death where only the winner will be granted safe passage to the one remaining free State, California.

Triton entered into an option and purchase agreement with Bacci on November 3, 2015 whereby Bacci granted Triton the irrevocable and exclusive option to acquire all right, title and interest of every kind and nature whatsoever, including copyright, in and to A Simple Man.  Triton may exercise the option until November 3, 2016, or it may extend its option for an additional one year by written notice and payment of $1,000 prior to November 3, 2016.

The purchase price payable by Triton to exercise the option is a minimum of USD$90,000 if the budget for the screenplay is under USD$6,000,000, or USD$125,000 if the budget is over $6,000,000 or Writer’s Guild of America minimums, whichever is higher.  Furthermore, Triton will give Bacci a minimum of 4% producer points in A Simple Man.

(i)    Triton hereby grants to GeoNovus the right to acquire up to a 50% interest in Triton’s Revenue Rights in A Simple Man, which may be exercised in incremental portions at GeoNovus’ sole discretion after certain milestone are met and corresponding payments are made to Triton as follows:

Payment ValueForm of Payment(1)Interest Acquired in Triton’s Revenue RightsOption Milestone
$25,000Common Shares12.5%Execution of this LOI.  This forms part of the Initial Option Exercise.
$25,000Common Shares or cash12.5%Green-Light Financing
$25,000Common Shares or cash12.5%Theatrical Release of A Simple Man
$25,000Common Shares or cash12.5%Triton’s first receipt of revenues from A Simple Man

(1)    GeoNovus will have discretion to issue Common Shares or pay cash if both forms of payment are available.

(ii)   If GeoNovus fully exercises the Option and acquires a 50% interest in Triton’s Revenue Rights in A Simple Man, GeoNovus will provide Triton the following bonus payments if certain milestones are achieved:

Payment ValueForm of Payment(1)Bonus Milestone
$50,000Common Shares or cashAgreement between Triton and an A-List Actor for an A-List Actor to play a Leading Role in A Simple Man
$50,000Common Shares or cashAgreement between Triton and an A-List Director for an A-List Director to direct A Simple Man
$100,000Common Shares or cashAgreement between Triton and an A-List Production and Distribution Team for an A-List Production and Distribution Team to be involved in the production and distribution of A Simple Man

(1)    GeoNovus will have discretion to issue Common Shares or pay cash if both forms of payment are available.

 

(b)  Ghostpuncher

Ghostpuncher is the tentative title given to a screenplay of a feature film.  The plot is about a single father and his son who move into a house that is haunted by three spirits known as ‘the Collombelles’.  The Collombelles possess the father, and the son turns to the Internet for help.  He finds an exorcist called the ‘Ghostpuncher’ who claims to have a gift that allows him to punch ghosts to the netherworld.  However, the Collombelles will not go down without a bloody fight.

Triton entered into an option and purchase agreement with Jordan McCloskey (“McCloskey”) and Trevor Cornish (“Cornish”), the writers and creators of Ghostpuncher, on January 10, 2016.  Pursuant to the option and purchase agreement, McCloskey and Cornish granted Triton the exclusive right to produce Ghostpuncher, one or more other film and television and audio-visual productions.  Triton may exercise the option until January 10, 2017, and it may also extend the option term for a period of one year by providing notice and payment of the sum of $1,000 prior to the expiry of the option.

(i)    Triton hereby grants to GeoNovus the right to acquire up to a 50% interest in Triton’s Revenue Rights in Ghostpuncher, which may be exercised in incremental portions at GeoNovus’ sole discretion after certain milestone are met and corresponding payments are made to Triton as follows:

 Payment ValueForm of PaymentInterest Acquired in Triton’s Revenue RightsOption Milestone
$14,000Common Shares40%Execution of this LOI. This forms part of the Initial Option Exercise.
$3,500Common Shares10%Completion of proof of concept.  GeoNovus must provide notice to Triton that it intends to exercise this second option milestone within 30 days of the execution of this LOI.

If GeoNovus exercises its option to acquire 50% of Triton’s Revenue Rights in Ghostpuncher, GeoNovus will provide Triton the following bonus payments if certain milestones are achieved:

Payment ValueForm of Payment(1)Bonus Milestone
$75,000Common Shares or cashAgreement between Triton and an A-List Actor for an A-List Actor to play a Leading Role in Ghostpuncher
$75,000Common Shares or cashAgreement between Triton and an A-List Director for an A-List Director to direct Ghostpuncher
$150,000Common Shares or cashAgreement between Triton and an A-List Production and Distribution Team for an A-List Production and Distribution Team to be involved in the production and distribution of Ghostpuncher

(1)    GeoNovus will have discretion to issue Common Shares or pay cash if both forms of payment are available.

(c)  Zero Day

Zero Day was written by David Sanderson (“Sanderson”) and the plot involves a portal that allows travel to other dimensions which humans then pillage.  On ‘zero day’, the dimensions send their own robotic armies to attack earth.

Triton entered into an agreement with Sanderson on January 12, 2016.  Pursuant to the agreement, Sanderson waived his moral rights and assigned his intellectual property rights with respect to the script for Zero Day.  

A short proof of concept is being shot for Zero Day. Triton entered into an agreement with Joe Harkins (“Harkins”) on January 19, 2015 whereby Harkins agreed to direct the proof of concept and do visual effects and visual effects supervision on the proof of concept.  Harkins agreed that all rights in the proof of concept belong to and will be the exclusive property of Triton.

Pursuant to the agreement, both Triton and Harkins acknowledged that each had invested money in the proof of concept and that they would receive their investment back in the following way: first $30,000 plus 20% profits divided equally between them.  Harkins was given a 49% interest in Zero Day as consideration for the services provided in accordance with the agreement.  Triton and Harkins agreed that the initial writer, Sanderson, will receive either one payment of $5,000 upon sale of the proof of concept or 5 ownership points in the proof of concept.  Triton and Harkins agreed that if Sanderson is provided consideration in the form of 5 ownership points, they will issue the ownership points to him on a pro-rata basis based upon the number of ownership points held by each of them.

(i)    GeoNovus will have the right to acquire up to a 37.5% interest in Triton’s Revenue Rights in Zero Day, which may be exercised in incremental portions at GeoNovus’ sole discretion after certain milestone are met and corresponding payments are made to Triton as follows:

 Payment ValueForm of PaymentInterest Acquired in Triton’s Revenue RightsOption Milestone
$13,500Common Shares12.5%Execution of this LOI. This forms part of the Initial Option Exercise.
$12,500 and 500,000 Common SharesCommon Shares and cash25%Completion of proof of concept.  GeoNovus must provide notice to Triton that it intends to exercise this second option milestone within 30 days of the execution of this LOI.

 

(ii)            If the 37.5% Option for Zero Day is fully exercised, GeoNovus will provide Triton the following bonus payments for certain milestones being achieved:

 

 

Payment ValueForm of Payment(1)Bonus Milestone
$50,000Common Shares or cashAgreement between Triton and an A-List Actor for an A-List Actor to play a Leading Role in Zero Day 
$50,000Common Shares or cashAgreement between Triton and an A-List Director for an A-List Director to direct Zero Day 
$100,000Common Shares or cashAgreement between Triton and an A-List Production and Distribution Team for an A-List Production and Distribution Team to be involved in the production and distribution of Zero Day

(1)    GeoNovus will have discretion of issuing Common Shares or paying cash if both forms of payment are available.

(d)  AMP

A proof of concept has been completed for AMP and Triton intends to develop it into a feature film.  The plot involves two characters, Quinn and Amp, who live in slums selling illegal custom-tech just to afford the batteries that keep Amp alive.  10 years has passed since the characters left a war which their father started.  When an old childhood friend tracks him down, Quinn must choose to either remain idle in a city run by the corrupt Coreley Corporation, or finally end the war in which he never wanted to be involved.

Triton entered into an option and purchase agreement with Adam Marisett (“Marisett”) dated October 3, 2011 whereby Marisett granted Triton the exclusive option to acquire the right, title and interest in and to AMP, including the exclusive right to produce one or more other television, film and audio-visual productions for a period of 10 years.  The option term may be extended for an additional 5 years by written notice and payment of $1,000 before the expiry of the 10 year option period.  Pursuant to the option and purchase agreement, Triton granted Marisett first right of refusal to direct any AMP feature film for which Triton is able to secure financing of up to USD$10,000,000.  All material prepared by Marisett in connection with AMP is the property of Triton.

GeoNovus will have the right to acquire up to a 50% interest in Triton’s Revenue Rights in AMP, which may be exercised in incremental portions at GeoNovus’ sole discretion after certain milestones are met and corresponding payments are made to Triton as follows:

Payment ValueForm of Payment(1)Interest Acquired in Triton’s Revenue RightsOption Milestone
$10,000Common Shares and cash25%Execution of this LOI. This forms part of the Initial Option Exercise.
$10,000Common Shares and cash25%Completion of a screenplay for a feature or first season TV series

(1)    GeoNovus will have discretion to issue Common Shares or pay cash if both forms of payment are available.

 

(e)  Dragons vs. Robots

Dragons vs. Robots is a project for which the proof of concept is close to completion.  The plot involves a robotic army which is called upon to defend earth against an attack by dragons from space.

Mark Bacci (“Bacci”) and Gabriel Napora (“Napora”) wrote the script for Dragons vs. Robots.  Pursuant to an agreement dated January 12, 2016, Bacci and Napora agreed that they will each lose pro-rated profit shares by giving 6% of ownership to Erin Grover and no more than 25% to Marco Capparelli (“Capparelli”), who has directed and provided visual effects supervision.  Napora has agreed to assign his interest in Dragons vs. Robots to Triton.

Triton and Capparelli entered into an agreement dated January 3, 2016 whereby Capparelli agreed to provide director services to Triton.  Capparelli acknowledged that all intellectual property relating to the short film and script is owned by Triton.  Pursuant to the agreement, Triton agreed to provide Capparelli with 49% of producer points owned by Triton after Triton has given 50% of its producer points to investors.  The proof of concept was financed by Triton and its investors in the amount of USD$7,000 at January 3, 2016.

GeoNovus will have the right to acquire up to a 50% interest in Triton’s Revenue Rights in Dragons vs. Robots, which may be exercised in incremental portions at GeoNovus’ sole discretion after certain milestones are met and corresponding payments are made to Triton as follows:

Payment ValueForm of PaymentInterest Acquired in Triton’s Revenue RightsOption Milestone
$17,500Cash17.5%Execution of this LOI. This forms part of the Initial Option Exercise.
350,000 Common SharesCommon Shares32.5%Completion of proof of concept.  GeoNovus must provide notice to Triton that it intends to exercise this second option milestone within 30 days of the execution of this LOI.

 

(i)             If the 50% Option for Dragons vs Robots is fully exercised, GeoNovus will provide Triton the following bonus payments if certain milestones are achieved:

Payment ValueForm of Payment(1)Bonus Milestone
$50,000Common Shares or cashAgreement between Triton and an A-List Actor for an A-List Actor to play a Leading Role in Dragons vs. Robots
$50,000Common Shares or cashAgreement between Triton and an A-List Director for an A-List Director to direct Dragons vs. Robots
$100,000Common Shares or cashAgreement between Triton and an A-List Production and Distribution Team for an A-List Production and Distribution Team to be involved in the production and distribution of Dragons vs. Robots

(1)    GeoNovus will have discretion to issue Common Shares or pay cash if both forms of payment are available.

 

(f)   Juarez 2045

Juarez 2045 is a project for which a trailer has been completed and a feature film is close to completion.

Triton entered into an agreement with Rocky Mudaliar and Chris Le whereby Gabriel Napora, President of Triton, agreed to help produce the film Juarez 2045, written by Chris Le.

Pursuant to the agreement, Gabriel Napora will receive 10 producer’s points in Juarez 2045 and he has agreed to assign them to Triton.  GeoNovus will have the right to acquire up 50% of Triton’s producer’s points by issuing an equivalent of $35,000 in Common Shares to Triton.

 

  1. Right of First Refusal.

(a)  Triton will not grant any distribution or other interest in any of its Revenue Rights in the Films to any party who would not be involved in the development of the Films either as a Financier, talent, a production studio, or a sales and distribution agent (“Film Offering”), without first offering to GeoNovus the prior right to participate in the Film Offering (the “RFR Offer”).

 

 

Other Projects

 

Absolution – 5% of the Producer Owned Net Profit

Proof Of Concepts

1)  Clones – 50%. Producer Rights

2)  Pabulum – 100%. Producer Rights

3)  Spoken Word – 50%.  Producer Rights