To: Tupulak who wrote (3 ) 3/4/2000 2:37:00 PM From: Tupulak Read Replies (1) | Respond to of 25
1-31-2000 RightsMarket.com Inc. Announces Completion Of Special Warrant Offering Calgary, Alberta-- NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA Mr. Lindsay Moir, President and Chief Executive Officer of RightsMarket.com Inc. ("RightsMarket" or the "Corporation") is pleased to announce that the Corporation has closed its previously announced offering of Special Warrants, led by Acumen Capital Finance Partners Limited and including Yorkton Securities Inc. and Goepel McDermid Inc. (collectively, the "Agents"). RightsMarket has issued a total of 4,000,000 Special Warrants at a price of $1.35 per Special Warrant for gross proceeds of $5,400,000. Each Special Warrant is exchangeable for one Common Share and 0.75 of one Purchase Warrant of RightsMarket at no additional cost, 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 April 27, 2000, 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 Purchase Warrant entitles the holder to receive one Common Share at a price of $1.85 per Common Share before April 28, 2001. 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 April 27,2000, 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. The net proceeds from the private placement will be used to finance the Corporation's research and development in respect of its RightsMarket technology. 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(TM) 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. Cusip No. 766577 10 0 The Canadian Venture Exchange has neither approved nor disapproved the information contained herein.