Mandorin to acquire 50 per cent eBillings
Mandorin Goldfields Inc MGD
Shares issued 28,991,228 Feb 23 close $0.73
Wed 5 Jul 2000 News Release
Mr. Malcolm Stevens reports
eBilling, Inc.
A definitive investment agreement among Mandorin, Oyster Ventures Limited,
e-Billing Company Inc. and eBillings, Inc. and certain other related
agreements were executed on June 29, 2000. Pursuant to the investment
agreement, Mandorin will have a right to acquire a 50-per-cent interest in
eBillings, Inc. In connection with the transaction, Mandorin has agreed to
issue a total of 15 million common shares of Mandorin and to grant stock
options under its stock option plan, as amended, for the purchase of a
total of 1.5 million common shares of Mandorin. Upon completion of the
acquisition, Mandorin will have the right to nominate three of the six
directors of eBillings, Inc. and will have certain rights, but no
obligation, to raise additional capital for eBillings, Inc. The obligations
of Mandorin under the investment agreement are subject to all necessary
regulatory and shareholder approvals being obtained.
The testing and demonstration of e-billings' software by
PricewaterhouseCoopers has been successfully concluded. The final report
from PricewaterhouseCoopers was issued on June 28, 2000, which outlined the
results of their technical due diligence investigation of the multicurrency
on-line billing software. To assist in the completion of systems
documentation of the billing software, Global Business Intelligence Ltd.
(P10) has been appointed to project manage the process of systems
documentation for the investigation by PricewaterhouseCoopers. P10 creates
business intelligence systems to enable business managers to more
effectively analyze what is happening in their organization and make
better-informed decisions as a result.
Further details on the investment agreement and other agreements may be
obtained by contacting Mandorin.
Mandorin is in the process of finalizing all other necessary documentation
in connection with the transaction for filing with Canadian Venture
Exchange including a management proxy circular for a special meeting of the
shareholders of Mandorin which will be called in due course to approve the
transaction. As soon as the company's sponsoring broker has completed its
assessment report and due diligence review of the e-billing transaction and
a draft management proxy circular and other required materials are filed by
Mandorin with CDNX, application will be made to CDNX for resumption of
trading.
Zimbabwe
Independence Gold Mining (Zimbabwe) Pvt. Ltd. (Indepgold) has contributed
expenditures of $200,000 (U.S) toward the joint venture in accordance with
the conditions of the agreement entered into on Oct. 27, 1999, between
Mandorin and Indepgold. Accordingly, as provided in the agreement,
Indepgold now holds a direct interest of 10 per cent in Sediment Mining
Pvt. Ltd., Mandorin's subsidiary.
In addition to the expenditure on exploration and related activities,
Indepgold has made a payment to Mandorin of $25,000 (U.S) in Zimbabwean
dollar equivalent, being the second of four payments due under the
agreement to contribute toward the costs of acquiring the mineral leases in
Tafuna Hills on behalf of the joint venture. To fulfill its obligations
under this part of the agreement, Indepgold is to make two further
payments, due by Oct. 27, 2000, and April 27, 2001. Once Indepgold has made
its final payment to bring its total contribution to $100,000 (U.S.), it
will have earned a further 10-per-cent interest in Sediment Mining Pvt.
Ltd.
During the past month the joint venture has been negotiating the terms and
conditions under which gold mineralization from the company's leases in
Tafuna Hills may be processed through the Shamva Mine plant owned and
operated by Indepgold.
The availability of a processing plant in close proximity to the company's
exploration properties, in particular Tafuna Hills which is five kilometres
from the Shamva Mine, will enable the joint venture to undertake, as an
exploration tool, development on a small scale of a number of readily
accessible gold bearing reefs to provide relevant grade, metallurgical, and
engineering data at an early stage of the exploration program.
Completion of $990,000 (Canadian) non-brokered private placement
The company announces that it has completed a non-brokered private
placement of 9,900,000 units (announced on Feb. 3, 2000) at a price of 10
Canadian cents per unit. Each unit consists of one common share of the
company and one-half of a common share purchase warrant expiring on Feb. 3,
2002. Each whole warrant entitles the holder to purchase one common share
of the company at 15 Canadian cents per share until Feb. 3, 2001, and at 18
Canadian cents per share during the balance of the term. Securities issued
in connection with the private placement are currently subject to a CDNX
and British Columbia hold period that expires after Oct. 30, 2000.
Proceeds of $990,000 (Canadian) from the private placement will be used for
payment of outstanding debts and accounts payable, exploration expenditures
on the company's mineral properties in Zimbabwe, expenses relating to the
company's proposed acquisition of a 50-per-cent interest in eBillings,
Inc., and for working capital.
Exercise of warrants
The company is also pleased to announce that all warrants outstanding prior
to the above-mentioned private placement have been exercised for total
proceeds of $300,000 (Canadian).
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