News | January 31, 2000

Augusta Metals Announces Corporate Reorganization

Augusta Metals Incorporated (AMI) announces plans to implement a corporate reorganization, which will involve two Major Transactions, a Change of Business and the implementation of a Plan of Arrangement under the Company Act (B.C.). The reorganization involves the acquisition by AMI of a new operating subsidiary and the creation of a new public company.

AMI entered into an agreement to acquire 100% of CyberCom Systems Inc. CyberCom is an Edmonton based software developer which will be AMI's sole operating business. CyberCom commenced operations in 1994 and has focused on development of software for training and educational applications. CyberCom will shortly introduce to the market a unique authoring software package designed to allow relatively inexperienced computer users to build powerful, high volume and internet ready multimedia programs.

The agreement to acquire 100% of the issued and outstanding shares CyberCom is with Augusta Capital Corporation, Augusta Corporation and Donald Clark for consideration of 10,000,000 shares of AMI. A percentage of the shares issued for the acquisition will be trading shares to be supported by an independent valuation of CyberCom. The remaining shares will be escrowed and subject to release on the generation of cash flow in accordance with regulatory policy.

Concurrent with the acquisition of CyberCom, AMI will create a wholly owned subsidiary (Subco) which will acquire 100% of the issued and outstanding shares of the high technology company, LaserTech Group Inc. (LTG), by the issuance of approximately 10,000,000 Subco shares to IDS Intelligent Detection Systems and Shachar (Don) Nadler. A percentage of the shares issued for the acquisition will be trading shares to be supported by an independent valuation of LTG. The remaining shares will be escrowed and subject to release on the generation of cash flow in accordance with regulatory policy. This will leave AMI holding approximately 15% of Subco which it will distribute to the AMI shareholders by way of a Plan of Arrangement and Subco will concurrently seek a listing on the Canadian Venture Exchange. It is anticipated that AMI shareholders will receive one Subco share for each seven AMI shares held. This transaction is at arms length, other than AMI is indebted to Scintrex Limited, a company related to IDS, for an airborne survey contract. AMI will transfer that debt to Subco who will satisfy the debt by the issuance of approximately 2,000,000 Subco shares.