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Technology Stocks : RightsMarket.com (V.RTS) -- Ignore unavailable to you. Want to Upgrade?

To: Tupulak who wrote (1)	3/4/2000 2:34:00 PM
From: Tupulak	Read Replies (1) \| Respond to of 25

1-17-2000 RightsMarket.com Inc. Announces Special Warrant Offering Calgary, Alberta-- NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA RightsMarket.com Inc. ("RightsMarket" or the "Corporation") announces that it has entered into a best efforts financing engagement agreement with Acumen Capital Finance Partners Limited as lead agent and including Goepel McDermid Inc. (collectively, the "Agents") providing for the issuance of a minimum of 2,500,000 Special Warrants and a maximum of 4,000,000 Special Warrants at a price of $1.35 per Special Warrant for gross proceeds of up to $5,400,000. Each Special Warrant is exercisable for one Common Share and 0.75 of a Purchase Warrant at no additional cost. Each whole Purchase Warrant entitles the holder to receive one Common Share at a price of $1.85 per Common Share for a period of 15 months from the closing date of the offering which is expected to be on or about February 3, 2000. 50% of the proceeds of the private placement will be released to the Corporation on final acceptance of the private placement by The Canadian Venture Exchange ("Cdnx") and the remaining 50% of the proceeds shall be released to the Corporation upon: (i) receiving a receipt for a final prospectus which qualifies the distribution of the Common Shares and Purchase Warrants underlying the Special Warrants (the "Qualification Condition"); and (ii) delivery to the escrow agent by the Corporation and Acumen of a joint certificate confirming that the RightsMarket technology is hosted and functioning on the Corporation's website (the "Development Condition"). If either the Qualification Condition or the Development Condition are not satisfied on or before 90 days from the closing date, purchasers of Special Warrants shall be entitled to have the Corporation repurchase from the escrowed proceeds, up to 50% of the original number of Special Warrants, at a retraction price per Special Warrant equal to the issue price plus a pro rata portion of the interest accrued thereon. If the Qualification Condition is not satisfied within 90 days from the closing date, purchasers will be entitled to receive 1.1 Common Shares and 0.75 of a Purchase Warrant for every Special Warrant then held by such holder and not repurchased by the Corporation, in lieu of one Common Share and 0.75 of a Purchase Warrant otherwise receivable. Pricing of the offering was determined by negotiation between the Agents and RightsMarket. The proposed transaction is subject to regulatory approval and RightsMarket must file a formal application for approval of the transaction with Cdnx within 14 calendar days of this press release. The net proceeds from the private placement will be used to finance the Corporation's research and development in respect of its RightsMarket technology to provide for a demonstration of the technology on the Corporation's website. The Agents will be entitled to receive a commission equal to 8% of the gross proceeds and Agents options equal to 10% of the number of special warrants placed. The commission will be payable upon final acceptance of the private placement by Cdnx and upon release of the proceeds from escrow. RightsMarket is a high technology company based in Calgary, Alberta specializing in digital rights management. Its principal product is RightsMarket technology, one of the first online solutions for protecting digital content on the Internet. RightsMarket dramatically increases security, reduces distribution costs and speeds delivery time to the consumer. The technology facilitates the commercial distribution of digital content by encrypting it, permitting only validated use, metering its use, and creating a transaction log for reporting and billing. The technology is "persistent" in that the digital content must be unlocked each time it is used. RightsMarket is a trademark of RightsMarket.com Inc. For more information about RightsMarket please visit our website at www.RightsMarket.com. Investor relations contacts: Lindsay Moir, President Rob Solinger, CFO (403) 571-1835 or (403) 571-1191(Direct) (403) 571-1839 email: moirl@RightsMarket.com email: rob@RightsMarket.com This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The Special Warrants offered will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States or to U.S. Persons absent registration or an applicable exemption from the registration requirement. The Canadian Venture Exchange has neither approved nor disapproved the information contained herein.