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Gold/Mining/Energy : Rocca Resources

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To: Tony from Niagara who wrote (29)2/9/2000 11:32:00 PM
From: Hassan Lakhani  Read Replies (1) of 48
 
And here is the reason for the halt:

Rocca Resources Ltd. Announces $10,000,000 Cdn Financing for Joint Venture in Asia
VANCOUVER, British Columbia--(BUSINESS WIRE)--Feb. 9, 2000-- (CDNX:RRL - news)

Rocca Resources Ltd. has entered an agreement to form a Joint Venture company (SiegeSoft Asia) with a group of Hong Kong businessmen to further develop and market its SiegeSoft privacy software in Asia. The agreement will be funded with ten million dollars Canadian from the Hong Kong group. The group will supply local expertise to market and further develop SiegeSoft products effectively throughout Asia.

The SiegeSoft Asia will initially be owned fifty percent by Rocca and fifty percent by the Hong Kong group. The Board of Directors of SiegeSoft Asia will be appointed on the same basis. Rocca's consideration to the SiegeSoft Asia will be the issuance of $10,000,000 Cdn worth of shares in the capital stock of Rocca Resources at a deemed price of $1.01. The shares issued will be subject to a four month hold period. The Hong Kong group has extensive experience with the management of public companies on the Hong Kong Stock Exchange. Any additional capital raised will see the two shareholders being diluted on an equitable basis.

Headed by Mr. Chung Chor Ho, a prominent Hong Kong real estate investor, Mr. Ho has put together a team of financial and business partners for this project. Mr. Ho has realized the growing need for Internet privacy software in Asia. This decision follows a trend by business people in Hong Kong away from the traditional real estate market and into the Internet technology market.

``It would be difficult for a foreign company to enter the Asian market alone and exploit the true potential. This joint venture should dramatically speed the effectiveness of SiegeSoft software's entry to this vast market. To our knowledge our privacy software will be the first to enter the Internet privacy market in Asia. Further, the sharing of technological developments will keep SiegeSoft ahead of the competition and assist innovation,' said Shaun Ledding, SiegeSoft.com VP Corporate Development.

In addition, the SiegeSoft Asia will be granted a right to purchase the rights to an exclusive license in Asia for the software program known as MyEdesk. The purchase price will be fifty percent of the total investment made by Rocca in MyEdesk with any share consideration paid by Rocca at a deemed price of $1.50.

A software improvement agreement will exist between Rocca and the SiegeSoft Asia where each company will have the benefit of any new developments and/or improvements to the SiegeSoft privacy software. Any business opportunities based in Asia which come to either Rocca or SiegeSoft Asia will first be offered to the SiegeSoft Asia. This will provide Rocca with a vast array of contacts and opportunities throughout Asia.

In summary SiegeSoft Asia will have 10 million in cash and 10 million equity in Rocca which will give it the ability to aggressively market the SiegeSoft product in Asia. Rocca will own 50% of the SiegeSoft Asia.

The agreement is subject to exchange approval.

ON BEHALF OF THE BOARD OF DIRECTORS,

ROCCA RESOURCES LTD.

Per: David Hodge, President

Websites: www.siegesoft.com
www.myedesk.com
www.urlpartners.com

The Canadian Venture Stock Exchange has neither approved nor disapproved the information contained herein.

--------------------------------------------------------------------------------
Contact:
Rocca Resources Ltd.
Investor Relations, 604/681-1568
or
Toll Free: 1-877-377-6222
604/681-8240 (FAX)
Website: www.roccaresources.com
E-mail info@roccaresources.com
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