MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL INC
8-K, EX-99.1, 2000-09-01
NON-OPERATING ESTABLISHMENTS
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MERLIN  SOFTWARE  ANNOUNCES  $2.1  MILLION  FUNDING

FOR  IMMEDIATE  RELEASE

BURNABY,  B.C.     AUGUST  24TH,  2000     MERLIN  SOFTWARE  TECHNOLOGIES
INTERNATIONAL  INC.  (OTCBB:  MLSW), a leading developer of Linux based software
applications  and  utilities,  today  announced  the  completion  of  a  private
placement.

Under  the terms of the placement Merlin sold an aggregate of US $2.1 million in
Convertible  Notes  and  1,520,000  Share  Purchase  Warrants.  $1.1 million was
advanced  to  the  company  at  closing  and a further $1.0 million is due seven
trading  days  after  the  effectiveness  of  a  registration  with  the  SEC.

The  registration  statement  will  qualify  the  resale  of  the  shares of the
Company's  common  stock,  issuable upon the conversion of the Convertible Notes
and  the  exercise  of  the  Share Purchase Warrants.  The funding of the second
tranche  is  subject  to  certain  conditions as set out in the Note and Warrant
Purchase  agreement.

The  Convertible Notes mature on August 18, 2003 and are convertible into shares
of  the  company  at a fixed conversion price of $1.60 or such lesser adjustable
price  as  calculated according to the terms of the Convertible Notes agreement.

The  terms  of  the  agreement  include  a  no-shorting  provision,  a mandatory
conversion  right  and  a  right  to  prepay  the  Convertible  Notes.

The  Share  Purchase  Warrants  entitle  the  holders  thereof to purchase up to
1,520,000  shares of the Company's common stock at an exercise price of US $1.75
per  share,  subject  to adjustment according to the terms of the Share Purchase
Warrants  agreement.

The  Convertible  Notes  and  the Share Purchase Warrants offered by the Company
have not been registered under the Securities Act of 1933 and may not be offered
or sold in the United States absent registration or an applicable exemption from
the  registration  requirements  of  the  Securities  Act  of  1933.

Additional information regarding this placement and the Company's operations can
be found through one of the contacts listed below, by visiting the Company's web
site  at  http://www.MerlinSofTech.com/ or by reviewing the company's filings at
the  SEC  on  http://www.freeedgar.com/.


COMPANY CONTACT:. . .  INVESTOR RELATION CONTACT:   AGENCY CONTACT:
---------------------  --------------------------   --------------------
Robert Heller . . . .  Merlin Software              Karen Thomas
Merlin Software . . .  (877) 988-7227               Thomas PR
(877) 988-7227. . . .  [email protected]        (516) 549-7575
[email protected]                              [email protected]
---------------------  --------------------------  ---------------------



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