Cornucopia Resources Ltd. to Undergo Major Reorganization.

VANCOUVER, British Columbia--(BUSINESS WIRE)--March 2, 1999-- Cornucopia Resources Ltd. (OTCBB:CNPGF)(TSE:CNP) announces that it has entered into arrangements with arm's length parties which will result in a substantial reorganization of the Company and its business.

The reorganization, which is subject to requisite regulatory and shareholder approvals, will involve: (1) the sale of the Company's primary asset, its joint venture interest in the Ivanhoe property in the State of Nevada; (2) a consolidation of its authorized and issued common share capital; (3) the acquisition of a new business; and (4) a change of name and restructuring of the Board of Directors of the Company to reflect the nature of the Company's new business.

Sale of Ivanhoe Interest

As an important first step in the reorganization, the Company has entered into an agreement with Great Basin Gold Ltd., its joint venture partner, pursuant to which the Company's interest in the Ivanhoe project will be sold in exchange for 2,750,000 common shares at a deemed price of C$1.25 per share and 250,000 warrants of Great Basin, exercisable to purchase an additional 250,000 shares at C$2.00 per share for one year. Resale of the shares issued in consideration for the Company's interest will be restricted, by agreement, for a period of twelve months.

The Company has agreed to a voting trust in favour of Great Basin management for a period of two years and will be given representation to the board of directors of Great Basin. As well, the Company will have the right to participate in future financings of Great Basin in order to maintain its equity interest. In addition to the requisite regulatory and shareholder approvals, completion of the purchase and sale is subject to conditions precedent in favour of both parties which include satisfactory due diligence review of and favourable opinions on matters material to the transaction.

Acquisition of Internet Investment Research Provider

The Company has also reached an agreement in principle for the acquisition of a privately-held Internet investment research provider, Stockscape Technologies Ltd. The acquisition will be accomplished by the issuance of 10,000,000 post-consolidation shares of Cornucopia at a deemed price of C$.50 per share for aggregate consideration of C$5,000,000 and is conditional upon the completion of due diligence and the execution and delivery of definitive documentation. These shares will be subject to trading restrictions under U.S. Securities legislation for a minimum of two years.

Further conditions precedent to the acquisition are: (1) a consolidation of the Company's common share capital on the basis of one new for ten (10) old; (2) a change of name of the Company from Cornucopia Resources Ltd. to Stockscape.com, Inc. or a similar name reflective of the Company's new business; (3) restructuring of the Board of Directors to include individuals with expertise in areas related to the new business; and (4) commitments for a financing of up to 4 million units of the Company to be completed contemporaneously with the acquisition. Also under consideration, in connection with the reorganization and the Company's change of business, is a possible continuation of the Company to a jurisdiction other than British Columbia.

Financing

The 4,000,000 unit financing will be done on a post-consolidation basis at C$0.50 per unit to raise maximum proceeds of C$2,000,000. Each unit will consist of one common share and two share purchase warrants. One share purchase warrant will be exercisable in the first year to acquire one additional common share in the capital of the Company at C$0.65. The second warrant will be exercisable for a period of two years to acquire one additional common share at C$0.95. The warrants will have forced conversion features. Proceeds of the financing will be used to further develop the Stockscape.com customer base and for working capital purposes.

It is expected that a formal agreement for the acquisition, containing the necessary representations and warranties by each of the Company and vendors, will be entered into by the parties within the next few days. The Company intends to seek all required shareholder approvals for the foregoing at the Annual General Meeting of the Company scheduled to be held on May 19, 1999.

Stock Exchange Listings

The Board of Directors has authorized the application by the Company to delist the Company's shares from trading on the Toronto Stock Exchange. The Company's shares will continue to trade in the United States on the OTC Bulletin Board and the Company will retain its registration in the United States, which Cornucopia's management believes is the principal market for Internet stocks.

Andrew Milligan, President of Cornucopia Resources Ltd., provides the following background to the Board's decision and further details of the reorganization:

"Over the past two years the junior mining and exploration sector has experienced a devastating decline which has left a great many companies unable to raise the necessary capital to proceed with their projects. These problems are all the more serious since it seems generally accepted that no recovery in metals prices can be foreseen in the near future and that the drought in financing for junior resources companies likely will continue.

"Cornucopia has been a victim of these circumstances, and there have been times when the survival of the Company appeared to be in doubt. However, with the successful sale of the Mineral Ridge Mine in October 1998, we have been able to maintain a much reduced operation and until recently the costs associated with the Company's 25% interest in the Ivanhoe Joint Venture have been carried by Great Basin Gold Ltd. In the absence of funds to maintain this position in the future, however, the Company's interest would be subject to progressive dilution. The likelihood of funding our share of the substantial costs associated with the anticipated drilling program at Ivanhoe seems extremely remote.

"The Company has therefore made the decision to exchange its direct interest in the Ivanhoe property for a significant equity interest in Great Basin. Coupled with the Company's holding of 1.57 million shares of Vista Gold Corp., the shares of Great Basin will represent a continued stake in the two projects which formed the backbone of the Company in earlier days and which, we believe, will be valuable investments as the projects are advanced and the price of gold eventually recovers.

"With the Company's gold interests reverting to the status of passive investments, it is sensible to consider a change of course in which our well-established reputation and SEC registration can be put to good use. It has become axiomatic to state that 'Crisis equals Opportunity' and in this context it is clearly the time for Cornucopia to establish new objectives having the potential for development of an expanded asset base and a concomitant increase in shareholder value.

"Management believes that this entry into the Internet field with an established provider would be timely. The industry offers huge long-term potential which, coupled with the residual investments in precious metals exploration and production, should create an exceptional formula for success."

ON BEHALF OF THE BOARD OF DIRECTORS (SIGNED)

Andrew F. B. Milligan President and CEO Cornucopia Resources Ltd.