FOI Foccini International

Grasslands Entertainment Inc. (TSX VENTURE:GEE) ("Grasslands" or the "Company")
is pleased to announce that it has entered into an amended and restated letter
of intent (the "Letter of Intent") dated February 4, 2010 with, among others,
Grasslands Acquisitions Corp. (formerly, 2190879 Ontario Inc.) ("TargetCo"), a
corporation indirectly owned or controlled by Foundation Financial Holdings
Corp. ("FFHC"), pursuant to which the parties thereto have agreed to complete a
share exchange between the Company and each of the holders of common shares of
TargetCo, which will constitute a Reverse Takeover (the "RTO") of the Company as
defined in the policies of the TSX Venture Exchange (the "TSX-V"). Following the
RTO, TargetCo will be a wholly-owned subsidiary of the Company. The Letter of
Intent amends and restates a previous letter of intent dated May 25, 2009
between the Company and FFHC.


In conjunction with the RTO, the Company will undergo a change in business to a
merchant bank focused on the mineral, energy and alternative energy sectors. On
or prior to the completion of the RTO, TargetCo will have investments in the
following companies: Quia Resources Inc., a private company with gold
exploration properties in Colombia; Caldera Geothermal Inc., a private company
focused on geothermal exploration and development in the Western United States;
Silver Shield Resources Corp. (TSX VENTURE:SSR), a TSX-V listed company focusing
on advanced-stage silver properties in Northern Ontario and Mexico; Southern
Oregon Gold Corp., a private company focused on gold exploration in
south-western Oregon and acquiring gold exploration assets in South America
through a transaction expected to be completed later this month; and Enerasia
Renewable Corp., a private company focused on hydro and wind opportunities in
the Philippines.


Summary of the Amended Terms of the Proposed Reverse Takeover

Under the terms of the Letter of Intent: (i) Grasslands shall consolidate (the
"Share Consolidation") its Class A voting shares on a four (4) old shares
("Pre-Consolidated Shares") for one (1) new share basis (a "Consolidated
Share"), such Share Consolidation to become effective prior to completion of the
RTO; and (ii) the holders of the Consolidated Shares of the Company and each of
the holders of common shares of TargetCo (the "TargetCo Common Shares") will
engage in a share exchange (the "Share Exchange") of one (1) Consolidated Share
for each TargetCo Common Share (the "Consideration Ratio").


The number of outstanding stock options, warrants, and broker options of
Grasslands will be adjusted based on the same 4:1 ratio as the Pre-Consolidated
Shares of Grasslands and, subject to the approval of the TSX-V, the exercise
price of certain of those convertible securities will be amended to $0.14 per
Consolidated Share on a post-Consolidation basis. The Consolidated Shares will
be issued at an ascribed price of $0.14 per share. On completion of the RTO,
TargetCo will be a wholly owned subsidiary of the Company. It is expected that,
prior to the closing of the RTO, there will be 16,997,696 Pre-Consolidated
Shares issued and outstanding and 7,857,143 TargetCo Common Shares issued and
outstanding.


Under the terms of the Letter of Intent, TargetCo's audited financial statements
will include net tangible assets ("NTA") equal to at least $900,000. If the NTA
is less than $900,000, the Consideration Ratio will be adjusted so that the
holders of TargetCo Common Shares will receive less than one (1) Consolidated
Share for each TargetCo Common Share based upon a percentage equal to the amount
by which the NTA is less than $900,000. For example, if the NTA is $800,000, the
Consideration Ratio will be adjusted to 0.8888 Consolidated Share for each
TargetCo Common Share.


Grasslands may also complete a financing of up to $5 million worth of Grasslands
units (the "RTO Financing") in conjunction with the completion of the RTO. The
units issued pursuant to the RTO Financing will have an issue price of $0.14 per
unit on a post-Share Consolidation basis and be comprised of one Consolidated
Share and one-half of one Consolidated Share purchase warrant with exercise
terms of the warrant to be determined in the context of the market. The Company
may permit certain subscribers to satisfy the purchase price for units
subscribed for under the RTO Financing through payment of cash or exchange of
securities that such subscribers hold in other private or public companies which
are identified by Foundation as attractive additions to the asset mix of the
Company.


Concurrent with the closing of the RTO, Grasslands will enter into a Management
Services Agreement with Foundation Opportunities Inc. ("FOI"), pursuant to
which, FOI, among other things, will: (i) provide the services of at least three
individuals to serve as directors, one of which shall also be President of the
Company and another shall serve as Chief Executive Officer of the Company, and
identify advisors with relevant experience in alternative energy, mining and oil
& gas; (ii) administer the day-today business and affairs of Grasslands; (iii)
provide due diligence and market research on potential investments; and (iv)
source investment opportunities. As consideration for the services provided by
FOI to Grasslands, FOI will receive a monthly service fee equal to the greater
of $5,000 and an amount per month equal to 1/12th of 2% of the average monthly
net asset value of the Company, and an incentive fee equal to (i) 10% of the
increased net asset value of the Company over the previous year less a hurdle
rate to be determined and (ii) 10% of realized after tax income.


No Non-Arm's Length Party (as that term is defined in the TSX-V Policies) of the
Company has any direct or indirect beneficial interest in TargetCo or is an
insider of TargetCo, and there is no relationship between any Non-Arm's Length
Party of the Company and any Non-Arm's Length Party of TargetCo.


It is anticipated that on closing of the RTO, without including any securities
to be issued pursuant to the RTO Financing and assuming there is no downward
adjustment to the Consideration Ratio, the Company will have outstanding
approximately 12,106,567 Consolidated Shares and approximately 18,750 options,
4,124,848 warrants and 87,700 broker options. Upon completion of the RTO, it is
anticipated that Mendel Ekstein and Gerald Goldberg, currently directors of the
Company, shall remain directors the Company. It is expected that upon completion
of the RTO, the following persons will be appointed to positions as executive
officers of the Company: Jeremy Goldman, Chief Executive Officer and Yannis
Banks, President. Randy Koroll, the current Chief Financial Officer of
Grasslands, is expected to continue to serve as Chief Financial Officer. It is
anticipated that following completion of the RTO, FFHC, indirectly through its
wholly-owned subsidiaries, shall be the only holder of more than 10% of the
issued and outstanding Consolidated Shares (approximately 16%, assuming full
subscription of the RTO Financing).


Completion of the RTO and related transactions is subject to the satisfactory
completion of a number of conditions, including but not limited to, certain
regulatory approvals, including TSXV acceptance, completion of satisfactory due
diligence by both Grasslands and TargetCo, the negotiation of definitive
agreements, and requisite shareholder approval.


Pursuant to the Letter of Intent, if certain conditions are not satisfied or
waived by February 15, 2010, including but not limited to, the filing of a
management information circular with the TSX-V and the completion of a
pre-filing conference with the TSX-V, the Company may seek an alternative
transaction. Upon notice of such alternative transaction, FFHC shall have ten
business days to exercise a right of first refusal whereby, if exercised, FFHC
shall pay a fee of $50,000 to the Company to secure a three month extension to
the RTO contemplated by the Letter of Intent. If the RTO has not been completed
by April 30, 2010, and the RTO is terminated, FFHC shall reimburse all of the
costs of the Company incurred in connection with the RTO up to and including
February 1, 2010.


The RTO and the related transactions cannot close until, among other things, the
required shareholder and regulatory approvals are obtained. There can be no
assurance that the RTO and the related transactions will be completed as
proposed or at all.


Investors are cautioned that, except as disclosed in the management information
circular to be prepared in connection with the RTO and the related transactions,
any information released or received with respect to the RTO may not be accurate
or complete and should not be relied upon.


Trading in the securities of Grasslands should be considered highly speculative.

About Foundation Financial Holdings Corp.

Foundation Financial Holdings Corp. is a Capital Markets Advisory firm committed
to assisting small and medium-sized companies with rapid-growth potential. The
group focuses on assisting pre-public stage clients in accelerating access to
private capital and executing going-public transactions, as well as it works
with public companies on financing, M&A transactions and strategic advisory
services. Under the brand of Foundation Markets, it operates two wholly owned
subsidiary brokerage companies, licensed respectively as an Exempt Market Dealer
in Canada, and a Broker Dealer in the United States, and operates a Merchant
Banking arm that in select cases will take equity interests in clients.

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