| Moderated By: John E.Quinn -- (Not Moderated) -- Started: 4/18/2000 3:35:00 AM Revision History |
4/12/00 - Copper MTN Receives Offer From China Internet Company
COPPER MOUNTAIN MINES LTD ("CCU-V") - Receives Offer From China Internet Company
Ron Erdman, President of Copper Mountain Mines Ltd. ("Copper Mountain") announced that it has entered into a non-binding letter agreement to conclude a business combination between Copper Mountain and CEN China Education Network Ltd. ("CEN") of Vancouver, Canada. CEN is developing a major internet portal that will provide educational information and internet services to administrators, teachers and students in China, which number in excess of 250 million. This work is being completed through CEN's alliance with Beijing Anli Information & Consulting Company ("Anli"), a private company associated with the China Award Foundation for Teachers of Pre-School, Primary and Secondary Schools, the largest teachers' foundation in China. Anli has been entrusted by the 21st Century Education Project (the "Project"), a State level research project to prepare teachers and students for the new millennium, to compile the information obtained by the Project and set-up a website to disseminate this information to the primary and secondary schools of China.
CEN will obtain existing content consisting of research information, newsletters, textbooks and educational software vital to teachers and students of China to post on its website www.chinajiaoyu.com (i.e. www.chinaeducation.com), which is currently under construction and will be available for public viewing in approximately three weeks. The site will eventually be equipped with Business-to-Consumer (B2C) and Business-to-Business (B2B) capabilities, capitalizing on one of the fastest growing internet user groups in China, the Chinese Education System.
Numbers from the Chinese Ministry of Information state that as of December 1999, there were 8.9 million internet users in China, a 270% increase within the last year alone. It is predicted that by the year 2005, there will be more internet users in China than in the United States.
The proposed terms of the arrangement are based on a business combination of Copper Mountain and CEN for the purpose of creating a company which would focus on building a portfolio of businesses in China. The initial focus of the combined company would be on building the two existing businesses, then expanding by acquisition of companies involved in technology and other businesses of interest to investors in North America. CEN recently completed private placement financing in the amount of approximately USD1.0 million and would contribute to the combined financial capability of the ongoing business.
Pursuant to the proposed transaction, CEN shareholders would exchange their shares of CEN for shares in Copper Mountain, with Copper Mountain shareholders retaining no more than 60% and no less than 55% of the shares of the combined company. The transaction would result in CEN becoming a wholly owned subsidiary of Copper Mountain, which would be renamed "China Ventures Inc." or such other name as is acceptable to applicable regulatory authorities. It is also proposed that the shareholders of Copper Mountain each receive one share purchase warrant in the combined company for each five shares currently held to a maximum of 100,000 share purchase warrants for each Copper Mountain shareholder, subject to conclusion of the proposed transaction. The terms of the proposed offer have yet to be finalized or formally approved by the Board of Directors of Copper Mountain. As the proposed transaction constitutes a related party transaction pursuant to Ontario Securities Commission Policy 9.1, a valuation and opinion as to respective value will be sought from an independent firm experienced in judging the fairness of business transactions. The proposed offer is also subject to legal and regulatory approvals, including approval by the majority of the disinterested shareholders of Copper Mountain. If approved, the transaction would constitute a Change of Business under CDNX guidelines.
Copper Mountain owns an 80% interest in Anhui Richer Mines Company Ltd. ("Anhui Richer"), a cooperative joint venture in China, which in turn owns:
(1) the Magushan Copper and Molybdenum Mine,
(2) the Xuanzhou Iron and Sulphur Mine, and
(3) permit rights to the Liqiao exploration area, all located in southern Anhui Province, China. Anhui Richer was approved as a P.R.C. Foreign Investment Enterprise and issued a business license on December 8, 1997.
Copper Mountain has a total of 56,471,200 common shares issued and outstanding, as well as 3,762,915 warrants issued pursuant to a private placement and 78,614 warrants and 326,875 options which will be issued to the prior warrant holders of International Skyline Gold Corporation ("Skyline") in accordance with the terms of the Management Information Circular dated February 29, 2000 between Copper Mountain and Skyline. TEL: (604) 689-9318
COPPER MOUNTAIN MINES LTD. FAX: (604) 689-9332
Ron Erdman, President INET : www.coppermountainmines.com