DISCOUNT



CYBERLIGHT SELLS TO GST

Vancouver, B.C., June 23, 1998 (DLD Digest) - Highpoint Capital Corp. (Alberta Stock Exchange: HGP) ("Highpoint"), a subsidiary of GST Global Telecommunications Inc., (GGB: VcSE), is pleased to announce that it has signed a letter of intent with Cyberlight International Inc. ("Cyberlight") of Los Angeles, California, for the acquisition of Cyberlight's international carrier contracts division ("Carrier Division").

These international carrier contracts are agreements with carriers and customers to carry traffic between London, England, the United States, Mexico, and the Far East. In addition to its international carrier business Cyberlight also operates a prepaid card operation.

The terms of the letter of intent specify that Highpoint will acquire all of Cyberlight's existing and pending carrier contracts. Highpoint has also secured an option to acquire Cyberlight's prepaid card operation exercisable at any time for a period of five years for a nominal amount. It is a condition of closing that certain personnel and members of Cyberlight's senior management team enter into employment agreements with Highpoint.

In connection with this transaction Highpoint will issue to Cyberlight 300,000 common shares and provide funding of US$18.5 million to the Carrier Division and to Cyberlight and, in addition, Highpoint will issue to key members of the Carrier Division and Cyberlight management team approximately 3.3 million incentive performance shares. The details of these payments are as outlined below:

1. Highpoint will issue to Cyberlight 300,000 common shares on closing.

2. Highpoint will provide funding of US$6.5 million to the Carrier Division on closing to allow the Carrier Division to loan such funds to Cyberlight to satisfy certain of Cyberlight's debt obligations.

3. Highpoint will provide funding on the following basis: (i) US$4,000,000 to the Carrier Division by July 15, 1998; (ii) US$2,000,000 to the Carrier Division by August 15, 1998; and, (iii) US$4,000,000to the Carrier Division and US$2,000,000 to Cyberlight by September 15, 1998; 4. Highpoint will issue US$14 million worth of performance shares at a price of C$6.12 per share (approximately 3.3 million common shares) to certain management employees of Cyberlight and the Carrier Division if the total cumulative combined EBITDA of the Carrier Division and Cyberlight's prepaid card operation is equal to or more than US$27.5 million during the period from closing to October 1, 1999 (of such US$27.5 million at least US$18 million must be generated within any consecutive six month period ending before October 1, 1999).

Closing in respect of the foregoing is subject to completion of due diligence and formal documentation as required and regulatory approval.

Commenting on the acquisition, David Warnes, President of Highpoint, stated that "By combining Cyberlight's marketing expertise and business contracts with Highpoint's infrastructure and systems strength, Highpoint will achieve a significant step in initiating the development of an integrated international telephony network."

Les Lydiate, President of Cyberlight, in commenting on this letter of intent, stated that "We are tremendously excited about the opportunities presented by joining Highpoint and we look forward to providing both substantial revenues and increasing profitability to Highpoint's international carrier operations."

Highpoint is an emerging international telecommunications provider which owns an 80 percent interest in Vitacom Corporation, a company based in Mountain View, California, which operates telecommunications networks specializing in satellite systems and offering voice, data, and internet carrier services into Latin America. Highpoint has also entered into a letter of intent to acquire Datamax Telemanagement Inc., a company with operations in Mexico City which provide data transmission services to corporate customers in Mexico.

CONTACT:
Highpoint Capital Corporation
Robert Blankstein, 888/234-4423
or
Highpoint Capital Corporation
Ken Berry, 604/609-0100 

Source: Highpoint


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