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BRAZILIAN INTERNATIONAL GOLDFIELDS LIMITED ("BGZ-V") - braziliangoldfields.com Financing Agreement gold2u.com Inc The Board of Directors are pleased to announce that an agreement has been concluded between Brazilian International Goldfields Limited ("Brazilian") and its subsidiary gold2u.com Incorporated ("gold2u.com") on the one hand and Lanzet Global Securities Corp.(Lanzet) of New York City. Lanzet is retained with respect to assistance on proposed financing (as defined below) involving gold2u.com and Brazilian(" the Companies"). Lancet agrees to consult with the Companies regarding the Companies' raising of capital, the alternatives that may be available with respect to restructuring the Companies' capitalization and other related financial and business matters, including as appropriate, the possibility of a private placement to institutional investors of common stock, project financing and any other financings. Specifically Lancet will assist the Companies in developing a financial and business strategy for gold 2u.com and aimed at obtaining for gold2u.com an initial private placement for seed capital of between US $500.000 and US $1,000.000 and an additional private placement of between US $ 3,000,000 and US $ 5,000,000 and an underwritten secondary offering of between US$10,000,000 and US$15,000,000 The objective of this series of transactions is to initially list gold2u.com on the NASD Bulletin Board and to ultimately upgrade this listing to NASDAQ Small Cap to NASDAQ National Market. In this regard Lanzet will: Formulate and review financing alternatives; Assist in the preparation of a memorandum, or other suitable disclosure document for distribution to prospective investors, describing the Companies, its operations, its financial condition and its historic performance; Assist in listing gold2U.com Inc. on the NASD Bulletin Board and in finding institutional buyers for its securities , both equity and debt; Assist the Companies in securing market makers for its shares and in educating both the U.S. European and Asian investment community about its common shares; Assist the Companies in developing its business by finding credible Electronic Commerce consultants and experts in the bullion and jewelry industries for both general management, the Board of Directors and as consultants (this could possibly include strategic alliances with existing entities in the jewelry industry);Advise and assist the Companies in the structuring of the financial terms of any proposed financing. LANZET CORPORATE PROFILE AND BIOGRAPHY Formed in 1993, Lanzet focuses on both the financial and business needs of micro, small and medium cap companies that have the potential to become future market leaders. The founder of Lanzet is Stanley Lanzet. The formation of the Company was based on keying off of established relationships in the investment community. The credibility and client following of Lanzet have been derived from the performance of their recommendations over time. The reputation of the firm is based on being pioneers in emerging market and emerging companies investing. Lanzet Global has not sought to be another voice in the choir, but instead has been ahead of the pack. Stanley Lanzet has been an investment analyst since 1967, covering a wide range of countries, industry escorts and special situation stocks. Mr.Lanzet was a Managing Director/Principal of Bear Stearns and Co. Inc. and the Director of Research for Emerging Markets. Prior to joining Bear Stearns, Mr.Lanzet was a senior Vice President and the associate Director of Research at Arnhold and S. Blecihroeder, Inc. Mr.Lanzet was also a first Vice-President of Research at Drexel Burnham Lambert, Inc. for 12 years covering emerging growth companies in the U.S. He is a member of the New York Society of Security Analysts and holds a B.B.A. degree in Economics from the City College of New York and an M.B.A degree from New York University majoring in Investments. Mr.Lanzet is a supervisory Analyst. BUSINESS PLAN gold2u.com gold2u.com is finalizing the Business Plan and will feature internet-based sales of fashion jewelry to a specifically-targeted buyer group - young women aged 16 to 35. . The products and website will be celebrity personality endorsed. The website will be aggressively advertised through television media. The web site will operate in much the same way as traditional retailers currently use their advertising, flyer, and catalog programs. gold2u.com will arrange for its manufacturers to "drop ship" product directly to the consumer, and a sophisticated software linkage will enable orders to flow directly from the website through to its producer, while allowing gold2u to maintain "hands on" control of the order & fulfillment process from start to finish. A relatively small staff will be able to maintain the web site, and manage the order/fulfillment process within a fairly small facility. DECLARATION OF DIVIDEND As a first step to the proposed spin off of gold2u.com Inc the Directors of Brazilian have decided to declare a stock dividend to Brazilian shareholders of one share in gold2u.com Inc for every 40 shares held in Brazilian. The dividend will be paid as soon as practical in the new financial year and is subject to fulfilling all regulatory requirements. TEL: (604) 669-9250 Brazilian Intl. Goldfields Ltd. FAX: (604) 669-9202 Robin A. Slaughter, President & CEO E-mail: info@braziliangoldfields.com Internet: braziliangoldfields.com | ||||||||||||
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