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To: Jim Bishop who wrote (42373)4/10/2000 6:21:00 PM
From: CIMA  Respond to of 150070
 
TRITE - Great article on R/M's from the RB thread:

By: n_sight
Reply To: 4274 by svnout Monday, 10 Apr 2000 at 3:52 PM EDT
Post # of 4349


Reverse Merger vs. IPO

Going Public by Reverse Merger In 1970, with no cash and in an exchange of stock, Ted Turner gained control of publicly traded Rice Broadcasting (WJRJ-TV)using a little known maneuver called a reverse merger. Virtually insolvent, but with a bold vision and control of a public company, he was able to tap the capital markets of Wall Street. His stock in the former Turner Broadcasting System
(TBS) now Time Warner (TWX) is worth over three billion dollars. In February of 1996, Wall Street?s top woman Muriel Siebert, who in 1967 became the first woman to buy a seat on the New York Stock Exchange., took her brokerage firm Muriel Siebert & Co, Inc., (SIEB) public through a reverse merger with J. Michaels, a liquidated Brooklyn furniture company. The legendary Arman Hammer invested in a public shell company in the 1950?s and created an International company with 14,300 employee?s worldwide and operating revenue of $10.6 billion in 1996. It?s known as Occidental Petroleum Corporation (OXY).

Reverse Mergers bring Public Shell Companies back to life. Companies usually go public by finding an underwriter and filing a Registration Statement with the Securities and Exchange Commission (SEC). An alternative method of going public is to effect a reverse merger into a public shell company. When the reverse merger is complete the operating company that wants to be public is merged into the public shell company. The public shell company is the legal surviving corporation. The name of the public company is changed to the name of the former private company and the controlling shares are transferred to the officers
of the former private company. The net effect is that the former private operating company is now public with the same business, officers, directors with its shares being traded on the over the counter (OTC) Bulletin Board or on NASDAQ. The old shareholders of the public shell company also benefit; their old worthless shares now have value

Reasons to Go Public

The public company achieves liquidity for its shareholders through the OTC Bulletin Board or NASDAQ. Insiders "controlling shareholders" also achieve liquidity under Rule 144, which allows control people to sell, unregistered stock under certain conditions. A public company can use its stock to purchase other companies, collateralize loans or reduce debt in exchange for stock. Employee stock option plans also increase incentive.
The capital markets of Wall Street could open to the company through private placements and secondary stock offerings once the market for their shares is established. Capital can also be raised through Reg S, offerings to foreign investors. Under certain conditions free trading stock can be created to reimburse for services rendered, under an S-8 Registration.

Why Shell Mergers?

There are four major advantages of a shell merger. It is a less expensive method of going public, and if the shell has capital, you will know before the shell merger precisely how much equity you must give up for that capital. In the traditional IPO, you do not have assurance as to how much capital you will actually receive until the effective date of the IPO, after you have already spent a
substantial sum. After the merger, the existence of a public trading market in you company?s stock is a very useful in attracting additional capital, since the market provides immediate liquidity for the investor. And finally, if the shell has a tax loss carryover, that carryover, subject to significant limitations, may be available to shelter the taxable income of your business.

(Voluntary Disclosure: LT Rating- Strong Buy)





To: Jim Bishop who wrote (42373)4/10/2000 7:33:00 PM
From: CIMA  Read Replies (1) | Respond to of 150070
 
SRU.V - Here we go folks!

STARFIELD RESOURCES INC.
PRESS RELEASE April 10th, 2000
Corporate Office: #00-7
Suite 420-625 Howe Street
Vancouver, BC CANADA SRU.CDNX
V6C 2T6 SRFDF ? OTC BB
Tel: (604) 608-0400 Fax: (604) 608-0344
Toll Free: (877) 233-2244 email: info@starfieldres.com website: starfieldres.com

MAJOR FINANCING COMPLETED
$1,500,000 EXPLORATION PROGRAM AT FERGUSON LAKE COMMENCES

Starfield Resources Inc. announces a major private placement financing that will position the Company as a significant player in the exciting search for Palladium-Platinum-Nickel-Copper and Cobalt.

The Company negotiated a private placement of 1,400,000 Special Warrants at $0.50 per unit that will yield the Company $700,000. Each Special Warrant when exercised will result in one common share and a warrant to purchase a further share at $0.60 for one year. Of the 1,400,000 Special Warrants, 1,000,000 are designated as flow through. A finder?s fee commensurate with CDNX policies will apply.

The funds will be used to advance the estimated possible resource of 11 million tonnes (Carter 1999) on the Ferguson Lake property in Nunavut, Canada. These funds together with warrants being exercised and the $500,000 Special Warrant financing completed February, 2000 will allow the company to complete its current exploration objective of 1.5 million dollars during Spring, 2000. The exploration budget covers detailed surface and downhole geophysical surveying (UTEM), ground magnetics and 5000 meters (16,500 feet) of core drilling. Exploration crews are now on site and have commenced geophysics. Drilling is expected to start within the week.

The 1999 exploration program outlined a 9 kilometer zone hosting massive sulphide mineralization containing Palladium-Platinum-Nickel-Copper and Cobalt. Two other potential parallel zones have been identified. The Company has shown that the Palladium-Platinum precious metals are homogenously distributed within the massive sulphides.

Confidence in the size of the Ferguson Lake Project became apparent with the drill core widths intersected during the 3918 meters drilled in 1999. Significant intersections and grades are as follows:

Hole FL99-05 (East Zone)
Length Assay Geochem(F/A)
Interval (metres) (m) feet Cu(%) Ni(%) Co(%) Pd(g/t) Pt(g/t) Pd+Pt(g/t)
117.48-128.57 11.09 36.5 0.89 0.87 0.11 1.46 0.53 1.99
(including
120.75-125.130 ) 4.38 14.4 0.87 1.05 0.14 1.84 0.72 2.56

Hole FL99-09 (West Zone)
Length Assay Geochem(F/A)
Interval (metres) (m) ft. Cu(%) Ni(%) Co(%) Pd(g/t) Pt(g/t) Pd+Pt(g/t)
104.60-111.18 6.58 21.7 0.50 0.66 0.09 1.51 0.20 1.71

122.89-138.33 15.44 50.9 0.88 0.78 0.10 1.72 0.10 1.82

Hole FL99-17 (West Zone)
Length Assay Geochem(F/A)
Interval (metres) (m) ft. Cu(%) Ni(%) Co(%) Pd(g/t) Pt(g/t) Pd+Pt(g/t)
185.00-205.08 20.08 66.2 1.00 0.83 0.11 1.81 0.22 2.03
(including
185.00-201.39) 16.39 54.1 1.21 0.98 0.14 2.13 0.25 2.38

ON BEHALF OF THE BOARD OF DIRECTORS

?Glen J. Indra?

Glen J. Indra, President



To: Jim Bishop who wrote (42373)4/10/2000 9:23:00 PM
From: StocksDATsoar  Respond to of 150070
 
Subject: [TheCopperWire] FWEB correction and addition.

We have just received new share count information on Financial Web.com
please note the changes. The old share count that is posted on the Yahoo
FWEB profile is outdated.
Ticker symbol: FWEB
Outstanding shares: 8 million
Float: 2.5 million

We would also like to make note of this addition to the board of FWEB. We
feel this is significant because of the strength and past experience Edward
Mullen brings with him. We believe Mr. Mullen adds great credibility to the
FWEB team.
Edward E. Mullen
Chairman of the Board
Most recently, Mr. Mullen was President and a director of Marketing Services
Group Inc. (MSGi), a holding company with eleven Internet and marketing
services companies in its portfolio. Significant stockholders of MSGi
include CMGi (Nasdaq: CMGI) and GE Capital. Prior to joining MSGi, Mr.
Mullen served as the president and CEO of CMG Direct Corp, the original CMGi
company. During his tenure, CMGi's market cap grew from $800 million to $13
billion. Under Mr. Mullen's leadership, several Internet technologies were
created and he was responsible for incubating and founding WiredEmpire.
WiredEmpire, a subsidiary of MSGi, is a leading e-relationship company. Mr.
Mullen serves on the boards of several Internet companies. He has also
served on the boards of non-profit organizations such as WGBH-TV's Business
Executive Council, The Massachusetts Interactive Media Council and Business
and Technology for Schools and Technology (BEST). Mr. Mullen is an adjunct
professor at Boston College's Graduate School of Management where teaches
courses on Venture Capital and Mergers & Acquisitions.
The above changes and additions will be added to the FWEB profile that was
sent out earlier today.
You can read more about FWEB at
financialweb.com
Best regards,
TheCopperWire team.

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