Masuparia Gold Proceeds With Bluechip.com Acquisition; Deal to Acquire Online Brokerage Firm Subject to Regulatory and Shareholder Approval.Business Editors VANCOUVER, B.C.--(BUSINESS WIRE)--May 31, 2000 Masuparia Gold Corporation (CDNX CDNX See Canadian Venture Exchange (CDNX). :MPG The extension used on the MPEG file format. See MPEG. 1. (jargon) MPG - Miles per gallon, as in "Your MPG may vary", i.e. "Your mileage may vary". 2. (filename extension) mpg - A filename extension for a file in MPEG format. ) announced today it has completed its due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. and is proceeding with the acquisition, announced on Feb. 24, 2000, of 100% of Blue Chip Online Ltd. ("Blue Chip"), a private Bahamas-based financial services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. company offering secure, reliable online trading Online Trading Making trades via the Internet. Notes: The use of online trading increased dramatically in the mid to late 1990's with the advent of high-speed computers and Internet connections. Stocks, bonds, options, futures, and currencies can all be traded online. and clearing services to international financial institutions through its fully functional www.bluechiponline.com website. The system commenced commercial operations on Oct. 1, 1999 and is currently used by six dealers with a total of 47 clients. The acquisition is subject to regulatory and shareholder approval. In conjunction with the acquisition, the Company also announced the following: 1. IPO (Initial Public Offering) The first time a company offers shares of stock to the public. While not a computer term per se, many founders, employees and insiders of computer companies have found this acronym more exciting than any tech term they ever heard. Capital Corp. ("IPO") has undertaken to act as the Company's sponsor in its application for a Change of Business with the Canadian Venture Exchange The Canadian Venture Exchange (CDNX) is now a defunct stock exchange having been acquired by the TSX Group in 2001 and renamed the TSX Venture Exchange. History of the Canadian Venture Exchange (CDNX) (the "Exchange"). The terms of the Company's Sponsorship Agreement with IPO include the Company paying the Sponsor the sum of $ 25,000.00 plus expenses. 2. The Change of Business application will seek regulatory approval for the acquisition of 100% of the outstanding shares of Blue Chip. The consideration for the acquisition will include the issuance by the Company to the shareholders of Blue Chip, 12 million of its common shares, and the assumption of the obligation of 2 million share purchase warrants issued by Blue Chip. These shares and warrants will be issued by the Company within ten days of approval of this transaction by the Exchange. Business of Blue Chip Blue Chip was incorporated on Feb. 23, 1999 in the Territory of the British Virgin Islands British Virgin Islands A British colony in the eastern Caribbean east of Puerto Rico and the U.S. Virgin Islands. Road Town, on Tortola Island, is the capital. Population: 21,700. Noun 1. by its founder, Richard Czerlau. Blue Chip is an integrated financial services company that offers secure, reliable online trading and clearing services for offshore financial institutions. Online trading now accounts for one-third of all trades on the major North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. stock exchanges. Multi-national firms who have long relied solely on a national force of brokers for distribution, are now offering online trading. With investors becoming more demanding, they are insisting on taking a more active role in the management of their investments, and are looking for Looking for In the context of general equities, this describing a buy interest in which a dealer is asked to offer stock, often involving a capital commitment. Antithesis of in touch with. lower cost solutions than what they were getting from their traditional brokerage relationships. Online trading is one solution that is proving to be very popular. To capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. this opportunity, Blue Chip has engineered a unique system to handle online trades from a multitude of financial services firms around the world. Blue Chip developed their system to act as a "back-office" platform for small financial institutions, brokerage firms and financial planners. These firms understand the need to offer online services, but may not have the capital, personnel or expertise required to develop an online trading site and manage the ongoing maintenance. Blue Chip offers these firms a customized website and the online trading platform to execute and clear their trades. Blue Chip has commenced operations by offering this platform to financial institutions in various offshore jurisdictions. Subject to regulatory approvals, Canada will be Blue Chip's next expansion area where it will offer similar back-office services (online trading services) to small brokerage firms. Blue Chip derives revenues from a share of the fees earned by its clients on asset management and from cash transfers generated from their client base. Blue Chip operates in the Bahamas. Blue Chip chose this location because of available infrastructure, international recognition, and no direct taxes on income, profits, capital gains, or interest from operations. Another benefit is the flexible legislation, allowing Blue Chip freedom to offer the most comprehensive range of services currently available anywhere offshore. Summary of Financial Operations As Blue Chip is a start-up company start-up company A new business. , it has limited financial history. Since its incorporation on Feb. 23, 1999 to March 31, 2000 Blue Chip had revenue of US$5,770 and had incurred US$597,436 in the development of the business. At March 31, 2000 Blue Chip has a working capital deficiency of US$300,205. In order to execute its business plan and to provide adequate working capital, Blue Chip requires additional funding in the amount of US$650,000. The Company intends to provide the funds to Blue Chip from cash on hand ($500,000), proceeds from the previously announced private placement ($300,000) and proceeds from the issuance of existing warrants ($684,000). The Company has agreed to issue 12,000,000 common shares in its capital to acquire all of the issued and outstanding common shares of Blue Chip. All of the12,000,000 common shares will be subject to escrow escrow Instrument, such as a deed, money, or property, that constitutes evidence of obligations between two or more parties and is held by a third party. It is delivered by the third party only upon fulfillment of some condition. , to be released over a period of six years. The holders of the escrowed shares Escrowed Shares Shares held in an escrow account and in most cases cannot be traded or transfered until certain circumstances like time horizon have been reached. The use of escrow for holding shares is often done during acquisitions and for performance-based executive incentives. will be as follows:
No. of Escrow
% of Shares Shares to be
of Blue Issued by the
Name Chip Held Company
---- ----------- --------------
Richard Czerlau 50% 6,000,000
Burlington, Ontario
Joe Czerlau 1.66% 200,000
Burlington, Ontario
Butternut Capital Limited (1) 10% 1,200,000
100% owned by Pilar Picado of
San Jose, Costa Rica
International Shareholders Corp. (2) 10% 1,200,000
100% owned by Floria Vargas of
San Jose, Costa Rica
Corporate Solutions Limited (1) 10% 1,200,000
100% owned by Alfonso Jimenez of
San Jose, Costa Rica
Greensted Equities Ltd. (1) 10% 1,200,000
100% owned by Maria Rodriguez of
San Jose, Costa Rica
Epiros Associates Corporation (2) 4.166% 500,000
100% owned by Maria Knowles of
the British Virgin Islands
Lighthouse Capital S.A. (1) 4.166% 500,000
100% owned by Jean M. Guillemard
of San Jose, Costa Rica
(1) Private corporations incorporated under the jurisdiction of
Costa Rica.
(2) Private corporations incorporated under the jurisdiction of
the British Virgin Islands.
3. In conjunction with the proposed change of business, the Company also proposes to change its name to Blue Chip Online Inc. to more accurately reflect the nature of its new business. The name change is also subject to regulatory and shareholder approval. 4. The Company has entered into two contracts for investor relations Investor relations The process by which the corporation communicates with its investors. services, as follows: (a) By letter agreement dated April 27, 2000, the Company engaged Barry Kaplan Associates of Fair Haven, New Jersey Fair Haven is a Borough in Monmouth County, New Jersey along the Navesink River. As of the United States 2000 Census, the borough population was 5,937. Fair Haven was incorporated as a borough by an Act of the New Jersey Legislature on March 28, 1912, from portions of to provide public relations public relations, activities and policies used to create public interest in a person, idea, product, institution, or business establishment. By its nature, public relations is devoted to serving particular interests by presenting them to the public in the most , investor relations and assistance in communicating with the investment community on behalf of the Company. The agreement is for an initial period of one year, at a cost of US$5,000 per month, plus expenses; and (b) By letter agreement dated April 27, 2000, the Company engaged Brokerwise Communications Inc., of Halifax, Nova Scotia For other uses, see Halifax. Halifax, Nova Scotia may refer to any of the following:
provide investor relations and corporate communications Corporate communications is the process of facilitating information and knowledge exchanges with internal and key external groups and individuals that have a direct relationship with an enterprise. services on behalf of the Company. The initial term of the agreement is one year, although the agreement may be terminated by either party at any time during the year on 30 days notice. The agreement calls for the Company to pay a monthly fee of $5,000 per month, plus expenses. 5. The Company also announces the resignation of three of its directors, Messrs. Jamie Macintosh, Neil Raymond and Mike Magrum. Richard Walker Richard Walker may refer to:
n`), city (1991 pop. 186,058), S central Sask., Canada, on the South Saskatchewan River. , Saskatchewan joins the Board and hasbeen appointed acting president until the acquisition closes. At that time it is intended that new members will join the Board, namely Richard Czerlau and Bruce Ramsay, the current directors of Blue Chip. Czerlau is an international offshore consultant, author of Tax Haven Tax Haven A country that offers individuals and businesses little or no tax liability. Notes: There are several countries in the Caribbean that are considered tax havens. Roadmap, and a public speaker. He is a leading expert on international financial centers and offshore banking. For many years Richard has traveled the world speaking with and on behalf of leading experts in the fields of international law, banking, and investment. It is intended that Czerlau will assume the presidency of the Company upon completion of the transaction. Ramsey is the founder and President of Ram Technologies, formed in February 1991 to provide leading edge software solutions for the financial industry. Ramsey has also been active in the financial planning Financial planning Evaluating the investing and financing options available to a firm. Planning includes attempting to make optimal decisions, projecting the consequences of these decisions for the firm in the form of a financial plan, and then comparing future performance against industry, serving as a founding partner of one of Canada's leading financial planning firms. Ram Technologies has been successful in many Canadian and International financial software implementations. Ramsey will serve as a director of the Company upon completion of the transaction. 6. An aggregate of 295,000 shares have been granted as incentive stock options to the principals of Blue Chip as part of the share purchase agreement covering this transaction. An additional 50,000 shares have been granted as incentive stock options to a director of the Company. The options have an exercise price of $0.36 per share, are exercisable over a five-year period expiring on May 30, 2005, and are subject to the requirements of the Canadian Venture Exchange. As previously announced, a finder's fee Finder's fee A fee a person or company charges for service as an intermediary in a transaction. finder's fee The charge levied by a person or firm for putting together a deal. in the form of the Company's shares will apply to this acquisition in keeping with CDNX policies. ON BEHALF OF THE BOARD: "Richard Walker", President & Director For more information contact: Brokerwise Communications Inc. Call Toll Free 877/434-4433 or 902/490-4447 Completion of this transaction is subject to a number of conditions, including but not limited to Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Management Information Circular Information Circular A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting. Notes: Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible and the Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the Change of business may not be accurate or complete and should not be relied upon. Trading in the securities of Masuparia Gold Corporation should be considered highly speculative. IPOCapital Corp, subject to completion of satisfactory due diligence, has agreed to act as sponsor to Masuparia Gold Corporation in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion. The Canadian Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. |
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