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Microcap & Penny Stocks : Southland Communications (SINC) -- Ignore unavailable to you. Want to Upgrade?

To: RCJIII who wrote (116)	5/7/1999 1:15:00 PM
From: Nostradomus	Read Replies (1) \| Respond to of 264

It's out, here it is Friday May 7, 12:45 pm Eastern Time Company Press Release Southland Signs Contract with Delta Bay Group Ltd. SYDNEY, Australia--(BUSINESS WIRE)--May 7, 1999--Southland Financial (OTC BB:SINC - news; The Company) is very pleased to announce that it has entered into an agreement with an international investment group, Delta Bay Group Limited, (BVI), pursuant to which Delta Bay has agreed to purchase 5,000,000 shares of the Common Stock of the Company at a purchase price of US$3.50 per share, or US$17.5 Million in the aggregate, and warrants to purchase an additional 5,000,000 shares of the Company's Common Stock at an exercise price of $6.00 per share (for a potential total investment of US$47.5 Million in the event that Delta Bay exercises such warrants) in a private offering of such securities. The warrants have a term of twelve months from the date of issue. There are four closing dates as prescribed by the contract, the first three being for 1.5 million shares (and warrants exercisable for 1.5 million shares), 5.25 million U.S. dollars each, for closing dates 31 May 1999, 16 July 1999 and 14 January 2000. The final closing date for 500,000 shares (and warrants exercisable for 500,000 shares), 1.75 million U.S. dollars, is 31 March 2000. The equity investment was accomplished pursuant to a private offering exempt from the registration requirements of the United States Securities Act of 1933 as amended. All of such securities are ''restricted securities'' within the meaning of such act and therefore may not be offered or sold in the United States, or to or for the benefit or account of any United States Person, (as such term is defined under such Act), unless registered under such Act and applicable state securities laws or pursuant to Regulation S or other available exemption from the registration requirements of such Act and laws. Further, the warrants issued and sold in this transaction may not be exercised in the United States or to or for the benefit or account of any United States Person unless the shares of common stock to be received upon exercise have been registered under such Act and applicable state securities laws or are issued upon such exercise pursuant to an available exemption from such registration requirements. Hedging transactions of such securities may not be conducted unless in compliance with such Act. This investment is the first step for the Company towards the development of an expected 300 million + U.S. dollar overall investment, in a wholesale telecommunications infrastructure project, planned for Hong Kong. The Company anticipates making additional announcements regarding the project over the forthcoming weeks. ''I am delighted that Delta Bay has joined us at this stage of our development, as the initial funding is generally the most challenging,'' said David A. Turik, Chairman of Southland. ''We are now ready to attempt to firmly establish our operations in Hong Kong,'' stated Turik. Southland Financial Inc. through its joint venture partners and subsidiary companies aims to be the premier, independent communications ''carrier's carrier'' in South East Asia. Southland intends to provide cost effective, high quality, value added, ''last mile'' solutions to its customers. David A. Turik, Chairman This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1996. Forward-looking statements are statements concerning plans, objectives, goals, strategies, future events of performance and underlying assumptions and other statements which are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, product and services demand and acceptance, changes in technology and in economic, political and regulatory conditions and to all of the risks generally associated with a company at Southland's stage of development. All such forward-looking statements, whether written or oral, and whether made by or on behalf of the company are expressly qualified by these cautionary statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof. Contact: Southland Financial Inc. Investor Relations, 877/330-3321