Margie, news on your pick GTT-v:
Global Tree proceeding with change of business
Mon 23 Apr 2001
News Release
Mr. Elston Johnston reports
(All figures in Canadian dollars unless otherwise noted.)
Global Tree and its wholly owned subsidiary, WIBN, entered into an
agreement with Robert W. Mackin Sr., Donald McLeod and Total Connect
Communications Inc., as reported in Stockwatch on Aug. 4, 2000.
Pursuant to the agreement, WIBN has acquired all rights, title and interest
in computer software and applications known as the e-targeting engine for
$5,000 from Mr. McLeod. Mr. McLeod developed the e-targeting engine
software. Mr. Mackin and Mr. McLeod are directors of WIBN.
Mr. Mackin is the president of WIBN. He has 30 years of experience in
advertising, sales and media. In 1974 he began working for Jim Pattison
Broadcasting as an on-air personality. Over seven subsequent years he
worked as a producer for Jack Webster and Pat Burns, as a sales executive,
and as a program director for CJOR radio. In 1981 Mr. Mackin co-founded and
served as managing partner of Mackin Mailey Advertising Ltd. The company
operated for 13 years and became British Columbia's largest independent
retail advertising agency. In 1993 he began consulting in ethnic
communications for government agencies and for several corporations.
Mr. McLeod is chief technology officer of WIBN. He has an FCI designation
from the Credit Institute of Canada and certificate courses from 3Com,
Novell, SCO, Microsoft, CISCO, Intel, Bay Networks, Lucent Cache flow,
Linux Oracle, MS-SQL, HP, IBM and Compaq. From 1992 to 1994 Mr. McLeod
served as manager of information systems for PCI Realty Inc. In that
capacity he guided the company through a growth phase during which the
company grew from one 386-based server into a multiserver, multiplatform
organization, and developed a combination of Compaq/Novell Servers and
IBM/RS6000 mainframes to successfully manage over five million square feet
of commercial premises.
Mr. McLeod is the inventor of the e-targeting technology. Prior to his
position with PCI Realty Inc. he served in various administrative
capacities with Pitney Bowes Leasing and Marathon Realty Corp. In addition
to his involvement with WIBN, Mr. McLeod is the founder and president of
Total Connect Communications Inc. and is president and chief executive
officer of the Connections Group Networking Inc.
Severing Gobbato has 22 years experience in the radio and broadcasting
industry and is the vice-president and director of sales of WIBN. From 1978
to 1980 he worked as a junior sales and on-air news person, and in
December, 1980, he began working for the CKNW/CFMI radio station. During
his 20-year career with CKNW/CFMI, Mr. Gobbato served as a media
consultant, sales co-ordinator, retail sales manager, acting general sales
manager and a senior marketing consultant. He has an extensive background
in promotion, marketing and sales. Mr. Gobbato has helped to build
corporate identities for many greater Vancouver charities, including the
Cancer Society, Langara Lottery, Vancouver Millionaire Lottery and the CKNW
Orphans Fund.
In addition, the agreement contemplates the issuance of five million common
shares of the corporation to Mr. Mackin, Mr. McLeod and Total Connect
Communications Inc., a British Columbia corporation controlled by Mr.
McLeod, for the provision of software development services and systems and
network implementation and expansion services as required by the board of
directors of WIBN. The five million common shares will be placed in escrow
with the corporation's transfer agent for release upon WIBN's achievement
of performance criteria as set forth in the agreement. Should the net
revenue targets not be met in any six-month period, they will be cumulative
so that if they are met in any subsequent period, such shares may be
released as the cumulative targets are met. If the targets have not all
been met at the end of 36 months, then Mr. Mackin, Mr. McLeod and Total
Connect Communications Inc. may extend their services to a time period
during which they and WIBN agree is necessary to meet WIBN's targets,
provided, if the targets have not been met within five years, those common
shares which have not been released would at the corporation's option be
cancelled. The net revenue equivalents set out in the agreement are subject
to regulatory approval and may be adjusted. As well, the issuance of the
common shares and the transactions contemplated by the agreement are also
subject to regulatory approval and shareholder approval.
Regulatory approval has been applied for, but not yet granted. Global Tree
has been given until May 25, 2001, to file additional documentation with
the Canadian Venture Exchange.
As reported in Stockwatch on Sept. 7, 2000, the corporation indicated that
Mr. McLeod had been appointed to the board of directors of Global Tree.
However, this appointment was not effective and at the date hereof, Mr.
McLeod is not a director of Global Tree. As reported in Stockwatch on Sept.
19, 2000, WIBN began live Webcast testing under the address
mycityradio.com.
WIBN is planning to be a leading new media Internet broadcaster, providing
content and technologies for redistribution to its network affiliates and
partners. WIBN is in the business of developing and selling Internet based
streaming media content for broadcast and providing links to broadcasting
centres. WIBN is developing new technologies and media content to
capitalize on the tremendous growth of streaming media. It is planning to
create a network of local Internet broadcasting and new media affiliates,
using the brand name MYCityRadio. The MYCityRadio brand has been
operational and streaming live audio/video on-line since September, 2000.
The corporation has acquired a software technology for ad insertion
e-targeting. A Canadian patent application titled "Broadcasting on Network
Distribution Systems" which includes e-targeting technology, was filed with
the Canadian Intellectual Property Office (CIPO) on Oct. 10, 2000, by its
inventor, Mr. McLeod.
As reported in Stockwatch on Dec. 13, 2000, WIBN began accepting
advertising contracts for mycityradio.com. It also reported that
MYCityRadio had initiated a third Webcasting stream, "Riot Radio," directed
at the large youth audience aged 12 to 24. The news release also stated
that the development of the e-targeting software engine was continuing.
In keeping with its primary focus, the principal objective of WIBN is to
become a leading developer and licensor of Internet broadcasting services.
Revenues are expected to be generated initially from MYCityRadio flagship
operations in Vancouver and associated advertising revenues. These revenues
are expected to be progressively supplemented by the sale of licences and
income generated from affiliated licensees based on a percentage of their
sales flowing back to WIBN as a royalty on advertising revenues. An
experienced sales force has been assembled by WIBN to sell ads at both the
local and national levels. Since September, 2000, MYCityRadio in Vancouver
has performed numerous upgrades that have resulted in a dramatic
improvement of net casting functionality. As reported in Stockwatch on
April 11, 2001, Global Tree entered into a letter of intent with a group
proposing to build a MYCityRadio affiliate in Kamloops, B.C. This relates
to an affiliate station in Kamloops, B.C., with Tom Hallmark, including the
development of the Web site and the installation of hardware and some
software. The letter of intent contemplates a licence to use e-targeting
software which would be a perpetual licence terminating only in the event
of default by Mr. Hallmark of the terms of the licence agreement, or in the
event certain sales targets have not been reached. WIBN would receive a
base fee together with monthly payments equal to a percentage of the gross
monthly revenue received by Mr. Hallmark. The rate of commission payable by
Mr. Hallmark would be subject to readjustment after two years.
The WIBN facility now has the capability to stream several more
broadcasting channels, and is currently researching the development of an
all-sports channel. In-house editing and content-management systems are
also being developed. Over the past several months WIBN has acquired or
developed other strengths including access to more cost-effective bandwidth
(ability to send streaming content), partnerships with key broadcasting
management and others, access to experience and successful technology
partners for Webcasting, Internet connectivity and software development,
and assembly of advertising and sales staff.
WIBN has also been approached by several groups to discuss the production
of specific paid content that could be broadcast over the MYCityRadio
network. WIBN has already developed advertising for several well-known
British Columbia companies.
WIBN intends to recruit licensees in many markets throughout North America
over the next three years. This network would be based upon an easy to
understand value proposition for national advertisers and content
syndicates, allowing local advertisers and discreet markets the opportunity
to participate in Internet advertising using ad targeting methods. It is
management's plan to establish WIBN and MYCityRadio as a high-profile
broadcasting enterprise within the Webcasting, advertising and consumer
business sectors. In the short term, specific objectives of WIBN are to
complete development of its e-targeting software, integrate e-targeting
into the advertising systems of MYCityRadio, develop infrastructures to
support a network of affiliate businesses, and generate revenue from local
and national ad campaigns and licence sales.
The design, development and construction of the pilot and anchor net
casting station have been completed. The MYCityRadio facility was launched
on Sept. 18, 2000, and was fully operational by Dec. 1, 2000, with
full-time staff members working in programming, Web site development,
administration and news departments. The MYCityRadio Vancouver anchor
station broadcasts 80 hours of streaming audio/video talk shows and 110
hours of jazz and other radio formats per week, all of which are live.
Numerous shows with recognized local personalities and contents have been
streamed to date. News facilities comprise four full-time and six freelance
correspondents who update news resources daily. The Vancouver facility
features state-of-the-art Webcasting hardware and can support a potential
audience of hundreds of thousands of simultaneous users.
At its most elemental level, WIBN is in the business of delivering content
to an Internet audience on behalf of advertisers and affiliates. In order
to successfully commercialize this activity, WIBN must first develop an
audience through "listener-attracting" programming, and then deliver the
listener demographics to advertisers for specific targeting. As a
consequence, the services of WIBN encompass three offerings, namely
programming delivered to an audience, a delivery platform for advertisers,
and a revenue generating business for WIBN and its affiliates.
WIBN provides three distinct audio/video program streams designed to appeal
to specific market segments. These streams are currently marketed by
MYCityRadio. They include provocative spoken word audio accompanied with
real-time video and a Web site containing comprehensive news and
information. It is envisaged that each MYCityRadio affiliate will have a
unique local Web site delivering this concept to a local market.
WIBN affiliates will have the opportunity to enter into the new media
business sector, using an established brand name and model (MYCityRadio).
They can expand their advertising potential by offering multiple mediums
(audio and video) to each targeted customer through e-targeting.
Traditional advertising is based upon a hoped for effect on a presumed
listener, of undetermined demographic profile, assuming that the listener
will respond at some later point, to a given message. WIBN affiliates can
offer their advertisers a customized, highly targeted consumer, a
guaranteed contact and the opportunity to immediately act on the
advertiser's message. This message can be conveyed in audio, video,
printable or electronic coupons, or any combination of these formats.
Affiliates can participate in WIBN in a number of ways, two of which are as
follows. First they will be expected to produce local content for
approximately six hours daily. This will be delivered to their market
through discretionary routing of visitors on the Internet. This form of
participation creates a truly local stamp, which local advertisers should
be comfortable accepting.
Second, the affiliate can utilize additional programming from the WIBN
programming centre, to provide content around the clock. However, local
visitors will be routed to their own affiliate site, for constant exposure
to local advertising and graphics content. Local advertising revenues will
accrue to the affiliate with a royalty paid to WIBN Affiliates may also
carry advertising of a regional, national or international nature. Such
national advertising would be produced and developed by the WIBN
programming centre in Vancouver. Potential national advertisers are often
less concerned with locality than with demographics and these types of
advertisers are just beginning to explore the potential of Internet
advertising and e-targeting.
The e-targeting technology is being developed in response to advertising
industry demands. For example, an advertiser may determine that the ideal
recipient of an advertising promotion is an adult female, age 25 to 34,
with an interest in lifestyle activities such as cooking, physical fitness
and recreational travel.
Traditionally, the advertiser would search for a medium that can deliver an
audience where that target market has a substantial profile. Then, the
advertiser pays a fee, runs an advertisement, and expects at some point
that the target market will absorb the message and will respond to it at a
later date.
When a person visits a MYCityRadio site, a number of events occur. On
his/her first visit, they will be invited to identify basic demographics
such as age, gender, postal code and others. If they choose, Internet
software will already have isolated the bulk of that information in the
form of an electronic trailer. Through site personalization one can gain a
good understanding of the user's interest. What is left to accomplish is to
expose the visitor to the advertiser. Because of an Internet feedback loop,
WIBN can determine when that message was delivered and received, and in
general demographic terms, by who. Such e-targeting confirms what
traditional advertising has hoped for, that is, a direct hit on a precisely
targeted market. If the commercial message also includes a hyperlink to an
e-commerce site, further value is added. Now, the advertiser can acquire
appealing data. This includes a verified target/message contact, and if the
target responds, additional marketing data can be used in future marketing
strategies. The e-targeting system is built on an Oracle and MySQL database
platform, and currently has the ability to process thousands of profiles
per second. Operating in conjunction with streaming media, advertisers are
expected to be able to combine the use of graphics, sound and a Web
brochure, to provide targeted advertising information to users. This will
allow e-targeting advertisers to reach their target group, in a precise
manner and by using attractive, eye-catching media forms and technologies.
The collection of information about a user is performed in two stages. The
initial stage comprises demographic information. To obtain demographic
data, users may be required to log-in to the Web site. They would then
offer only limited additional information that preferably preserves
anonymity.
In most broadcasting models, advertising typically takes the form of a
specific piece of content which also offers an insertion break in a
program. Print models allow advertising products to be stored in
conjunction with content. The Internet offers a unique combination of all
forms of advertising, including an ability to send different advertising
components to each individual viewer.
E-targeting registers when users "click" (the act of going to an
advertiser's Web site via the ad) using a "click system." A unique click
means that only one click is counted from the same person in a 24-hour
period. E-targeting uses a combination of cookies and Internet protocol
address tracking to ensure that all counted "click throughs" are in fact
unique. All Web site pages and links have basic identifying information
that the e-targeting system collects, stores in a database and then
automatically refers to when selecting advertising to send to that viewer.
WIBN management expects an increased demand from the licensees for a common
method of handling billing, invoicing, and advertising and revenue
tracking, between WIBN and its licensees. A development team is currently
assembling a system for managing these tracking functions, and expects to
reach a working solution in mid-2001 to late 2001.
Paulownia plantation
The corporation owns a paulownia tree project in Australia. As reported in
Stockwatch on Sept. 7, 2000, the corporation has completed a thinning
process to provide for proper spacing between the remaining 22,000
paulownia trees on the 80-acre paulownia tree plantation to ensure maximum
harvestable tree growth. The estimated annual cost for the nutrition, weed
control and plantation management program is $44,000.
On April 11, 2001, the corporation signed a letter of intent with Dominion
Estates Pty. Ltd., for the sale of 22,000 paulownia trees at a sale price
of $800,000 (Australian). Proceeds from this transaction, upon receipt,
will be available as general working capital to finance continuing
projects.
Mineral properties
Global Tree currently has an interest in two mineral projects.
Global Tree continues to maintain 20 mineral claim units, in good standing,
located in the Vernon mining division of B.C. This B.S.3 claim block,
originally recorded on Sept. 24, 1985, formed the mineral basis for Global
Tree's strategic positioning immediately adjacent to the Quinto Mining
Corporation's key claim blocks.
Global Tree also continues to maintain by option, in good standing, a
potential 50-per-cent interest in the IPO I-24 mineral claims located in
the Cariboo mining district of B.C. The option agreement, for mineral
rights to this property, is with International Wayside Gold Mines Ltd. of
Vancouver, B.C. The IPO property consists of 22 claims which lie at the
junction of Williams Creek and Mink gulch. Williams Creek was one of the
premier gold creeks of the Cariboo gold rush. According to estimations in
archived reports, between 1861 and 1898, Williams Creek and two of its
tributaries produced 1.5 million ounces of gold. The IPO property, which
has similar stratigraphy and structure to the IWA Bonanza Ledge deposit, is
favourably positioned to host the same style of replacement mineralization.
The company is not proceeding with its option with respect to the 94
Keystone property mineral claims, located in the Liard mining division of
British Columbia.
Financing
On Nov. 29, 2000, the company completed a private placement for
$1.3-million. Those funds have been used as follows:
Current liabilities $366,000
Mineral property
development and general
operating capital 500,000
Software development 60,000
General operating capital $374,000
The company is currently in the process of raising capital to enable it to
meet its budgetary requirements for the next 12 months. As reported in
Stockwatch on March 7, 2001, the company proposed a private placement of
$1.2-million. The company will not be proceeding with this private
placement but has proposed a private placement financing comprising 12
million units at 10 cents per unit, for gross proceeds of $1.2-million.
Each unit comprises one common share and one two-year warrant. The warrant
entitles the holder to purchase one additional common share at the price of
13 cents during the two-year period. The proceeds of this financing will be
used for general working capital and payment of current liabilities. This
private placement is subject to regulatory approval. A finder's fee is
payable.
Sponsor
Canaccord Capital Corporation, subject to completion of satisfactory due
diligence, has agreed to act as a sponsor in connection with the WIBN
transaction and the change of business arising therefrom. An agreement to
sponsor should not be construed as any assurance with respect to the merits
of the WIBN transaction or the likelihood of completion. It has not as yet
provided a preliminary sponsor report to the Canadian Venture Exchange.
Annual general meeting
As a result of delays incurred with respect to obtaining the necessary
approvals for the change of business, the corporation will be applying to
the court for an order to extend its proposed annual general meeting date
of May 10, 2001, to a date in September, 2001.
Change of business
The completion of the transaction is subject to a number of conditions,
including but not limited to Canadian Venture Exchange acceptance and
disinterested shareholder approval. The transaction cannot close until the
required shareholder approval is obtained. There can be no assurance that
the transaction will be completed as proposed or at all.
WARNING: The company relies upon litigation protection for
"forward-looking" statements. |
