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Gold/Mining/Energy : Capital Alliance Group - CPT (CDNX) -- Ignore unavailable to you. Want to Upgrade?

To: keith massey who wrote (314)	4/18/2000 3:07:00 AM
From: WhatsUpWithThat	Read Replies (1) \| Respond to of 960

Just a few comments/thoughts. Second, it looks like the ipo will not be until at least October now, independent of market conditions, and possibly later, depending upon market conditions (when he thinks he can get full value). At the moment, October looks like a good time. The market gets six months to come back from this thrashing...and the late Spring and Summer have been pretty deadly times in the past couple of years, at least on the NASDAQ. Plus it gives SEG time to get up, advertise and gain business & mindshare before the IPO. Better that way than simply a relatively unknown company with a relatively unknown product, no matter how good. He's got 19 mill in the bank and that apparently will cover any needs for quite a while. I don't see a great cost for the day to day operations, [...] In the interest of objectivity, it should be said that there's been mention of some strong advertising and branding, which will take a much bigger chunk of money than just running a site. Of course, $19 million is no small chunk of change; spent well it will draw lots of attention and clients. And remember, in each country there is a partnership with one or two leading brokerages. It will I think be very much in the interests of those brokerages to assist in the advertising and promotion of the SEG site/operation: a co-marketing approach, I'm sure. Plus the existing client base at those brokers are a low-cost buy for promoting the services SEG will offer; they're easy to reach. [...]and it will soon be covered more and more by the income generated. This will be great, to start seeing the realization of that revenue stream. What I find particularly attractive in all this is a reiteration of the care and attention to doing the business part of this right, not in scooping up a quick IPO to the advantage of insiders and the infamous freinds-and-family holders <g>. There's a recognition here that this is a huge opportunity, and a focus on maximizing that opportunity for CPT/SEG by taking the steps each in turn and at the right time. More thoughts will occur as I spend more time on this, I'm sure =-) WUWT

To: keith massey who wrote (314)	4/19/2000 9:45:00 PM
From: AriKirA	Respond to of 960

As you all already know, the company's initial intention was to proceed with an IPO. Form 61 dated Dec 28, 1999 (pages 3-4) sedar.com Due to market conditions in Vancouver, the planned IPO on the Vancouver Stock Exchange was cancelled. Management will be pursuing other avenues to raise additional capital for expansion and will continue to seek a listing of CIBT?s shares on a stock exchange. Management fully intends to continue with the IPO in an equity market where conditions are much more favorable. Due to certain factors, the company decided instead to proceed with a reverse merger... What is a reverse merger? In short, the reverse merger occurs when a public shell company acquires an existing private company. The shell has no assets and therefore the consideration that it gives to the seller of the private company is newly issued stock and a listing on a recognized exchange or an OTC bulletin board. Generally, millions of new shares are issued to purchase the private company. So many new shares are issued that the seller of the private company ends up with a substantial majority of the shares in the public company. Thus the name reverse merger is applied because the seller of the private company at the end of the day is the majority owner of the public company. Therefore, CPT will end up being the majority shareholder of the public entity It should be noted that even by industry professionals, going public is synonymous with the term IPO. However, the reality is that the IPO is not a method of going public . . . it is a method of raising capital. Every single aspect of an IPO revolves around a company raising capital. The reverse merger is a method often used by companies looking to go public but do not necessarily need to raise capital ASAP Although the reverse merger is generally not for the company that wants to raise capital, the exception to the rule is the company that has the ability to raise capital from their own investors and contacts. Who better than CPT's management ? They proved it with SEG and I am convinced they will do same with CIBT. I won't be surprised to see them complete the reverse merger and immediately raise capital by way of private placement(s)... One would say that $$$ always comes in handy... wouldn't it be more beneficial for a company to proceed with an IPO after having ensured a listing on a major exchange? Well, there are many advantages to proceed by way of reverse merger! To name a few: Time : 3-4 months vs 8-9 months for an IPO Cost : Approx 100K$ compared to 250K+ Control : The private company usually ends up controlling 60-75% of the outstanding shares... For those interested in finding out more about reverse mergers I suggest you take a look at the following site venturea.com Kind Regards Ari

To: keith massey who wrote (314)	4/19/2000 10:01:00 PM
From: AriKirA	Respond to of 960

I am not experienced a reverse mergers, but I assume that cpt stockholders would be distributed some pro rata number of shares in the new company? Is this true? Well, with all the mining companies going high tech, I am somewhat becoming an expert on reverse mergers... I kinda liked doing a few private placements once in a while and spending the rest of my time on the pute trading [ggg] Too much hard work.... To be considered a spin-off CPT would have to distribute the newcos shares to its shareholders... A lot of private companies are looking to hook-up with public companies in order to avoid having to create a shareholder list (min 100 - 300 depending on the exchange) What happens is that the public company creates a subsidiary on which the private company does a reverse merger or a reverse take-over depending on which is more advantageous on a fiscal level... then the public company distributes the shares received in consideration of the merger to its shareholders via dividend... therefore creating two totally independent entities held by the same shareholders A recent example that comes to mind Appalaches Resources Inc APP Shares issued 8,988,159 2000-02-10 close $0.23 Tuesday Feb 15 2000 Mr. Andre Proulx reports Appalaches Resources is currently negotiating with a Quebec company specializing in Internet access services. The Internet company, through a reverse takeover (RTO), will now gain access to the public market. Appalaches will create a subsidiary that will acquire all the shares of this high-technology company. At a date to be determined by the board of directors, all of the shareholders of Appalaches will receive the shares of this subsidiary as a dividend in kind, on a calculation base that has yet to be determined. Appalaches will remain fully active in the field of mining exploration. It will also keep its name, ticker symbol, all mining properties and all related agreements. All flow-through sums collected will be used by the company to undertake its normal exploration activities, and renunciation in favour of shareholders will remain valid. Appalaches will therefore uphold the exploration program on its Squatec and Robidoux properties. All agreements that ensue from the negotiations with this high-technology company are subject to approval by the boards of directors and shareholders meetings of both companies, as well as by the regulatory authorities. Further developments concerning this transaction will be announced to the public via press releases. Thus, unless the shares are distributed to us via dividend we will not be seeing a spin-off... My impression is that the company fully intends to hold a majority interest in the newco, which IMO is the best thing to do. Kind Regards Ari