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Non-Tech : Web Capital Group (WBCG), mini-CMGI

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To: Alert-Inv. who wrote ()3/2/2000 6:04:00 AM
From: Hamiltonian  Read Replies (1) of 15
 
Web Capital Group and 3wVentures.com Announce a Share Exchange Consolidation Into Web Capital Ventures, Inc.
New Entity to File IPO Registration Statement and Seek Listing on Nasdaq NMS
MARINA DEL REY, Calif., March 1 /PRNewswire/ -- Garrett K. Krause, President and CEO of Web Capital Group, Inc. (OTC Bulletin Board: WBCG - news), announced that the Company and its majority controlled subsidiary, 3wVentures.com, Inc. will complete a share exchange consolidation and merger with Web Capital Ventures, Inc., a new streamlined Web-centric venture banking and Internet incubation entity. Upon completion of the merger, Web Capital Ventures will file a registration statement for an Initial Public Offering and apply for listing on the Nasdaq NMS exchange.

Over the past several weeks, Company management has conducted extensive discussions with a number of globally renowned investment banking and underwriting companies as well as a major big six accounting and consulting firm. Results of those discussions determined that the fastest way to complete the companies long term financing requirements and Nasdaq listing goal is to rollup and consolidate the shares of Web Capital Group, Inc. and 3wVentures.com, Inc. combining all existing assets and operations into a new entity, Web Capital Ventures, Inc. Once this process is completed, Web Capital Ventures, Inc. will immediately be in a position to file for its Initial Public Offering.

Terms of the share exchange consolidation are as follows:

-- Web Capital Ventures, Inc. will exchange 1.5 shares of its stock
(Valued at $10 per share) for every one (1) share of Web Capital Group,
Inc. This transaction will be valued at $229 Million.

-- Web Capital Ventures, Inc. will exchange 1 share of its stock (Valued
at $10 per share) for every one (1) share of 3wVentures.com, Inc.
currently not acquired by the acquisition of Web Capital Group, Inc.
This Transaction will be valued at $33 Million.

Shareholders will also enjoy share allocation rights to the impending Web Capital Ventures IPO through the Company's exclusive President's List program.

Subsequent to the merger, the new Web Capital Ventures will be powerful force in offering an unprecedented range of e-business services, including venture capital, development and consulting for early stage Internet companies. The newly combined company structure will feature synergistic relationships providing a perpetual generation of deal flow in granting new, emerging growth Internet companies access to capital, management, technology and consulting services.

Mr. Krause commented: ``Through our discussions, we found that most major underwriting institutions simply do not work with OTC Bulletin Board companies. Management felt that the Company's current structure was impeding its ability to move forward with the execution of its business plan.'

Krause added: ``By merging and consolidating the Company's overall operations, we've repositioned the Company to capitalize on the opportunity for a prestigious Nasdaq Initial Public Offering (IPO). The objective is to complete this process within a 6 month period.'

About Web Capital Group, Inc.

Web Capital Group (OTC Bulletin Board: WBCG - news) is a diversified, publicly traded Internet focused venture banking firm dedicated to acquiring and investing in Internet-related companies, technologies or projects that when fully developed, can be ``spun off' as Nasdaq publicly traded companies, providing appreciable long-term portfolio enhancement for their shareholders.

Statements in this release are made pursuant to the ``Safe Harbor' provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risk and uncertainties, including, without limitation, continued acceptance of the Company's services, increased levels of competition for the Company and dependence on the performance of the Management of the Company.

For more information about the Web Capital Group family of companies, please look to the Company's World Wide Web page at www.WebCapitalGroup.com and www.3wVentures.com.
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