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Gold/Mining/Energy : #1 in Industry 'MC2 Learning Systems' MCZ.A - ASE -- Ignore unavailable to you. Want to Upgrade?

To: bigbuk who wrote (23)	1/20/2000 6:33:00 PM
From: Ian A.	Read Replies (1) \| Respond to of 147

===================================================================== MC2 Learning Systems Inc. Canadian Venture Exchange: MCZ.A mc2learning.com or softarc.com ===================================================================== MC2 Learning Systems enters into a letter of intent with Canaccord Capital as lead agent to raise up to $20-million Markham, ON ? January 20, 2000 - MC2 Learning Systems Inc. (CDNX: MCZ.A) announces that MC2 has entered into a letter of intent with Canaccord Capital Corporation as agent (along with two syndicate partners, National Bank Financial Inc. and Scotia Capital Inc.) to place on a best efforts basis up to $20,000,000 worth of Special Warrants exchangeable for 1.0 common share each, and assist with clearance of the subsequent prospectus on the following terms: a. the price of the Special Warrants is subject to negotiation with the agent and will be fixed in relation to the January 18, 2000 closing price of $9.00 per share and will be subject to approval by CDNX. MC2 will issue a further press release when the specific price has been determined and approved by CDNX. b. the compensation payable to Canaccord and the syndicate shall be a 6.75% cash commission payable upon release of funds to MC2. c. the terms of the proposed agency agreement with Canaccord require that the net proceeds from the offering (including any portion payable as agent's fees) shall be released upon closing to MC2 and that a prospectus clearing the Special Warrants is to be filed in Alberta, British Columbia and Ontario. The Special Warrants shall provide for a 10% "bump_up" in the exchange ratio if the required prospectus is not cleared within 120 days after the issuance of the Special Warrants. d. the subscribers are not yet known and will be determined during the course of the private placement. e. the expected date of closing for the private placement is in February, 2000. f. the proposed private placement (including all material terms thereof) is subject to receipt of necessary approvals from CDNX. The final terms of the private placement may vary from the foregoing following approval by the CDNX." As of January 14, 2000 MC2 had 17,144,388 Common Shares outstanding and additionally had 1,103,341 Warrants (issued pursuant to a 1999 special warrant financing), 220,668 Agents Compensation Options (issued pursuant to a 1999 special warrant financing) and 1,261,500 directors, officers & employee options outstanding. MC2's "public float" (total shares outstanding less 8,121,454) has been calculated by MC2 to be 9,022,934 shares. About MC2 Learning Systems Inc. MC2 Learning Systems Inc. is an innovative Canadian-based, publicly traded Corporation dedicated to global communication and collaboration. Its primary business is the development, marketing and distribution of global communication and collaboration software applications: FirstClass Intranet Server, FirstClass Collaborative Classroom and Zebu. The Corporation comprises three business units: education and commercial markets, and business development. MC2 serves over 4.5 million users in more than 2,500 organizations in 55 countries, capturing 5.4% of the worldwide collaboration tool market. MC2?s shares are traded on the Canadian Venture Exchange under the symbol ?MCZ.A." The officer responsible for issuance of this press release is Myles M. McGovern, President and Chief Executive Officer. For further information, please contact: MC2 Learning Systems Inc. Attn: David Anderson 100 Allstate Parkway Markham, Ontario L3R 6H3 (tel) 905.415.7000 Investor Information Online: MC2's Annual Report, Quarterly Reports, Press Releases and other relevant information are available online at: www.mc2learning.com CANADIAN VENTURE EXCHANGE INC. HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE. EDITOR'S NOTE: For investor information, contact: MC2 Learning Systems Inc. Attn: Natasha Sorobey (toll-free) 888.448.4424 (email) natasha@mc2learning.com For media information, contact: Verrecchia Group Communication, Inc. (tel) 514.935.0166 (email) susan@vergroup.com