To: Tupulak who wrote (2 ) 3/4/2000 2:36:00 PM From: Tupulak Read Replies (1) | Respond to of 25
1-20-2000 Rightsmarket.com Inc. $5.4 Million Equity Financing To Be Fully Subscribed Calgary, Alberta-- RightsMarket.com Inc. is pleased to announce that it has been advised that its previously announced Special Warrant financing with Acumen Capital Finance partners Limited as lead agent and including Yorkton Securities Inc. and Goepel McDermid Inc. (the "Agents") will be fully subscribed. The Agents have advised that a total of 4 million Special Warrants will be placed at a price of $1.35 each, for gross proceeds of $5.4 million. Each Special Warrant shall be exercisable, for no additional consideration for one common share of RightsMarket and 0.75 of one common share purchase warrant ("Warrant"), provided that if RightsMarket does not receive a receipt for a final prospectus from the securities commissions in each of the provinces in which the Special Warrants are sold by 90 days of the closing of the offering, the holders of Special Warrants in the applicable province will be entitled to receive 1.1 Common Shares and 0.75 of a Warrant for each Special Warrant at no additional cost. Each whole Warrant shall be exercisable at a price of $1.85 per Warrant for a period of 15 months from the closing date, which is anticipated to be on or about January 28, 2000 subject to all necessary legal and regulatory approvals. 50% of the proceeds of the private placement will be released to the Corporation on the closing of the private placement 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 repurchase price per Special Warrant equal to the issue price plus a pro rata portion of the interest accrued thereon. 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@Rights Market.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.