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Subject: [announce] OASIS Member News: XML Global Signs Letter of Intent
---------------------------------------------------------------- XML Global Signs Letter of Intent to Acquire the Intellectual Property of VertaPort, Inc. Combined with a $5 Million Maximum Equity Investment ---------------------------------------------------------------- XML Global Technology acquires significant new XML based e-Business products and a first phase $2 million capital injection to propel them forward in the expanding middleware sector. New York, N.Y., July 8th, 2002 - XML Global Technologies, Inc. (OTC BB: XMLG), a developer of XML middleware today announced that it has signed a letter of intent to acquire all of the intellectual property of VertaPort Inc. The letter of intent also provides for up to a $5 million equity investment into XML Global by The Paradigm Group II, L.L.C., the controlling shareholder of VertaPort, subject to certain conditions. Under the proposed agreement, Paradigm would provide an immediate $2 million equity investment upon closing of the transaction, scheduled for no later than August 15th, 2002. Sheldon Drobny, the Chairman of The Paradigm Group, would also join the board of XML Global. Completion of the purchase of the Vertaport intellectual property and the funding through Paradigm Group is subject to the completion of due diligence, the execution of a definitive agreement and other conditions customary in transactions of this nature. "This is a very strategic move forward for XML Global," said Peter Shandro, CEO of XML Global. "VertaPort's technology is complementary to XML Global's, and VertaPort has customer validation in our market segment. The net result of this transaction will be an extended, more versatile and robust product range, as well as a strengthening of XML Global's balance sheet. With XML Global enjoying both increasing revenues and a growing sales pipeline," continued Shandro, "Paradigm's strategic long term equity investment will lay the foundation for the company's profitable and successful future". "Today's funding environment is limited not so much by a lack of capital but by a lack of exceptional and validated business opportunities, coupled with experienced and talented management teams," explained Sheldon Drobny, Chairman of Paradigm. "XML Global scores very highly on both points and with the acquisition of VertaPort, combined with additional working capital strength, we are confident XML Global will continue to build on its already strong track record in the middleware sector and deliver long term shareholder value." The terms of the acquisition and funding agreement provide for XML Global to issue 7 million common shares in exchange for 100% of the intellectual property rights of VertaPort. Additionally, XML Global will issue 7 million common share warrants exercisable at $0.50 and a further 2.5 million common share warrants exercisable at $1.00 per share to complete the acquisition transaction. The funding component of the transaction, as currently proposed, provides for XML Global to issue to Paradigm or its designee, upon closing of the transaction, $2 million of 8% Convertible Preferred Stock plus 6 million warrants exercisable at $0.50 per share. The Convertible Preferred Stock would convert at a price of no less than $0.20 per share and no greater than $0.35 per share. As proposed, Paradigm would agree to a further direct equity investment of $3 million scheduled for the first quarter of 2003 at a discounted market price, but not to be less than $0.75 per share, subject to several conditions, including the requirement that the market price of XML Global's common stock is at least $1.00 per share with certain minimum trading volume. The purchasers would also be issued 3 million common share warrants exercisable at $1.00 per share upon completion of the second stage investment. "The acquisition of VertaPort fits nicely into XML Global's long term strategic technology and business objectives," said Lawell Kiing, Chief Technology Officer for XML Global. "We have worked hard over the last three years to deliver the best middleware and data transformation tools possible that our partners and customers are now using to solve their integration initiatives. With the acquisition of VertaPort," continued Kiing, "we will be able to accelerate our internal product development schedule and offer a complete development environment for building integration solutions. This will radically decrease the time required to complete e-Business integration projects resulting in measurable ROI for our client's". About The Paradigm Group ------------------------ The Paradigm Group II, LLC is a private investment firm, which originates, structures and acts as a equity investor in growth capital financing, priding itself on its value-added investment strategies, frequently facilitating strategic relationships for its portfolio companies. These financings include, but are not limited to, private or venture financing, bridge loans, and public equity financing. The Paradigm Group has invested over 100 million dollars of equity in approximately 70 corporate transactions. In March 2001, the firm embarked upon funding the Paradigm Millennium Fund. This fund will invest primarily in the public equity markets and Paradigm will utilize its vast resources to aid in helping portfolio companies achieve their personal financial goals. Paradigm conducts its investment activities through its wealth of strategic investors as well as its strategic relationships and it leverages these resources through the diversity and experience of its partners. For more information visit www.paradigmventure.com About XML Global Technologies, Inc. ----------------------------------- XML Global Technologies, Inc. is an XML middleware company focused on providing a methodical approach to the adoption of XML-based solutions. The Company's GoXML(tm) Transform product line provides an intuitive, modular solution for integration of structured data. Its powerful transformation engine links XML to traditional data formats, like relational and EDI. It also transforms data between various XML dialects. Transformation solutions developed with the XML Integration Workbench can be deployed to GoXML Transform Enterprise Edition for centralized management and connectivity to integration platforms, message queues, and workflow engines. Interfaces for Web Services and ebXML allow it to plug into popular e-business infrastructures. The Company is an active member of the ebXML, UDDI, OAG, W3C and OASIS standards initiatives. Founded in May 1999, XML Global has its US headquarters in New York, NY, and a research and development office in Vancouver, BC. To find out more about XML Global Technologies (OTCBB: XMLG), visit our website at www.xmlglobal.com PR Contact Information Contact Anthony Dutton - XML Global Technologies, Inc. Director of Corporate Communications Phone 1-604-717-1100 ext.112 1-800-201-1848 ext.112 Email anthony.dutton@xmlglobal.com Web www.xmlglobal.com
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