Cons Magna cancels private placement; hires marketing manager                                                                                           Consolidated Magna Ventures Ltd                                         CMV Shares issued 21,484,464                                 Aug 16 close $0.09 Mon 16 Aug 99                                                  News Release Mr. Robert Archer reports The agreement to amalgamate Magna and CoyoteNet Inc. has been  modified  so that  the  previously  announced  $300,000  private  placement financing in Magna, at 15 cents per share, is no longer required and has therefore  been cancelled. Instead, Magna now has  the  right  to  enter  into  an  amalgamation  with CoyoteNet  by  arranging for a $500,000 placement of 1.25 million CoyoteNet seed shares at 40 cents each. A minimum $250,000 is to be  raised  by  Aug. 31,  1999, and an additional $250,000 by Sept. 15, 1999. Once the option to amalgamate has been exercised, Magna will have the right to raise a further $500,000  by Oct. 15, 1999, through the issuance of another tranche of 1.25 million seed shares of CoyoteNet at the same price. As a result, Magna will have fewer shares outstanding  and  CoyoteNet  will have  more  shares  issued  prior  to  the amalgamation. The new simplified terms, subject to final Vancouver Stock Exchange approval, are as follows: For every 10 Magna shares, Magna shareholders will receive 1.345 shares  of new  CoyoteNet  (approximately  a  7.4  to  1  ratio  or 35 per cent of the company), a 35-per-cent increase over the original terms, and 2.5 shares of new Magna (approximately 65 per cent of the company). For every 10 CoyoteNet shares, CoyoteNet  shareholders  will  receive  five shares of new CoyoteNet (approximately 65 per cent of the company), and the company will receive about 3.6 million shares of new  Magna  (approximately 35 per cent of the company). As before,  new  CoyoteNet  will  be  able  to  benefit  from  old  Magna's $8.5-million  accumulated  tax  loss,  in  which  case  new Magna will also receive up to one million new CoyoteNet shares to a  total  of  $2-million, plus  warrants to purchase one million new CoyoteNet shares at $2 each over a two-year period. The mining properties currently held in Magna will still be transferred  to new  Magna  so the two companies should have the same value. Therefore, the new CoyoteNet shares to be received by Magna shareholders and by new  Magna can  be  viewed  as extra value for Magna shareholders. CoyoteNet's nearest competitor in the  Internet  terminal  business,  Info  Touch  Technologies Corp.,  has  a  $25-million  market  capitalization with 6.8 million shares issued and outstanding. CoyoteNet continues to grow rapidly on a  monthly  basis,  having  averaged 60-per-cent growth every three months since start-up last year. In order to speed up the deployment of public Internet access terminals here  in  North America,  CoyoteNet  has  hired  Jason Soper as the company's new marketing representative. Mr. Soper has spent the last  five  years  with  Hostelling International,  North  America's  premier  hostelling  association,  and is keenly aware of the needs  of  the  young  traveller,  one  of  CoyoteNet's primary  target  demographics.  Mr, Soper will play a key role in achieving the company's immediate goal of having up to  100  terminals  installed  in North America by the end of 1999. To facilitate this rollout, the company has purchased 122  motherboards  in order  to  meet demand for the next three to six months. The new office and manufacturing facility in Richmond now has  the  capacity  to  produce  two Internet terminals per day with ample room for additional expansion. |