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Microcap & Penny Stocks : Sanctuary Woods recent sale, should you own the stock?

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To: George A. Roberts who wrote (154)3/18/1997 6:28:00 PM
From: Kent Kuo   of 341
 
FYI.

Thanks, Kent.

Friday March 14 9:01 AM EDT

Rights Offering Prospectus Effective

SAN MATEO, Calif., March 14 /PRNewswire/ -- As previously announced Sanctuary Woods Multimedia Corp filed a Form
S-2 with the Securities Exchange Commission (SEC) in order to conduct a Rights offering to holders of record as of March 7,
1997 of its Common Stock and 8% Convertible Debentures due July 31, 1999. The SEC has informed the Company that the
prospectus is effective and the Rights are now open to exercise. The Rights offering will not be available to Canadian Common
Stock holders due to the substantial burden of complying with the regulatory requirements of each province of Canada in
which Common Stock Holders reside. In connection with these factors and the Company's upcoming request of Shareholders
to approve a US domestication, the Company requested de-listing from the Vancouver Stock Exchange (VSE) and was
subsequently granted the right to do so. Further information on the Rights offering and how to participate may be obtained by
contacting Shareholder Communications Corporation toll free at (800) 733-8481 Ext. 352 or call collect: (212) 305-7000.

The Company has disclosed in the S-2 that certain holders have indicated interest in the Rights Offering. It has also disclosed
that several Convertible Debenture holders have agreed to exchange their Debentures for Preferred Stock and that holders of
4,000,000 Performance Shares have agreed to an exchange of their shares for 190,476 Common Shares plus 600,000
Warrants. All Performance Shares will therefore be canceled.

Founded in 1988, San Mateo-based Sanctuary Woods Multimedia is the innovative developer of the Head Coach(TM) line of
sport-based educational software, including NFL(TM) Math, NFL(TM) Reading, and Major League Math, as well as
Franklin Learns Math, Franklin's Reading World and Franklin's Activity Center.

Sanctuary Woods is a registered trademark and Head Coach is a trademark of Sanctuary Woods Multimedia. Franklin is a
trademark of Kids Can Press, Ltd. Major League Math is a trademark of Major League Baseball Properties, Inc. NFL is a
trademark of National Football League Properties. SOURCE Sanctuary Woods
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