USA Global Link and CVF Technologies Agree to Merge to Form Global Online,Inc., The World's Largest International E-Commerce Portal

NEW YORK, June 28 /PRNewswire/ -- USA Global Link, Inc. and CVF Technologies (Amex: CNV - news) today announced a definitive agreement to merge and form Global Online, Inc. Upon completion of the transaction it is anticipated that the new entity will trade on either the American Stock Exchange or the New York Stock Exchange under the symbol (GOL). The two companies had combined 1998 gross sales of approximately $360 million generated by direct sales to end users and flow-through net revenue of approximately $28 million after payments to carriers and service providers. Together the companies will employ 245 personnel, have 3,775 sales agents worldwide serving customers in over 170 countries and territories, and will be active in international telecommunications and Web-based global e-commerce. The transaction has been approved by the boards of directors of both companies and is subject to the approval of the respective companies' shareholders andthe receipt of a customary fairness opinion supporting the merger terms. The merger is expected to close within 90 days. The strategic focus of the new entity, Global Online, Inc., will be to continue its position as the world's first and largest international e-commerce and v-commerce portal (www.globalonline.com).

The business combination as currently structured will allow each CVF shareholder to receive approximately 1.0125 shares of the new entity Global Online, Inc. for each share of Common Stock of CVF Technologies that is issued and outstanding immediately prior to the effective time of the closing. The total number of outstanding shares of the new entity when the merger is complete will be approximately 183,080,076 shares. In connection with this transaction, USA Global Link will be filing a registration statement with the SEC to register shares offered to CVF Technologies' shareholders as well as additional amounts that may be determined by the company in connection with its Initial Public Offering.

``We are very pleased with the synergy and market potential that the merger with CVF Technologies represents for the enrichment of our international enterprise. We are extremely excited that the public will now have a vehicle Through which they will be able to invest directly in our vision, as well as participate in the growth of our global Web site and global digital conglomerate. Everyone has heard of America Online (AOL). Global Online (GOL) will be doing just that and more, but on a truly 'Global' basis,''says Dr. Christopher W. Hartnett, Founder, Chairman and CEO of USA Global Link and Global Online, Inc. ``Our Global Online portal is unique in its structure, depth of resources, its broad and truly international scope, and range of cutting-edge e-commerce features, such as our voice-enabled Global Teleportal, a virtual toll-free global 800 number for merchants all over the world. Global Online (GOL) is the wired nexus for the developing global e-commerce community.''

CVF Technologies (Amex: CNV - news) is a leading technology development corporation focusing on e-commerce whose principal business is sourcing, funding and managing emerging companies with proprietary or patented technologies and significant market potential. ``We view the merger of CVF Technologies with the ''Global`` family of companies as the opportunity to bring our group of nine companies into a world-class alliance with one of The world's leading international e-commerce enterprises,'' says Jeffrey Dreben, Founder, CEO and President of CVF Technologies. ``We've been seeking a strong global partner, and USA Global Link fully meets our highest expectations.''

A master portal of portals, Global Online (GOL) is one of the world's most complete, well-organized and uniquely functional e-commerce portals. It is built upon a unique domain category structure comprised of 4,500 ``global'' domain names ranging from GlobalAccountants.com to GlobalZipCodes.com and from GlobalArgentina.com to GlobalZurich.com. This vast global collection of Internet ``DOT COM'' domain names is very likely the most valuable and comprehensive group of domains ever assembled. The main homepage portal of Global Online, www.globalonline.com, features a vast and uniquely navigable collection of business and lifestyle resources translated into 18 languages. Connections to 200 countries are supplied by Global Online with International transactions facilitated in over 29 currencies. Global Online features unique voice-enabling Global Teleportal technology as well as 36,000 vertical product forums and service-specific message board communities. The portals offer free access to over 250,000 merchant and service provider Web sites along with access to powerful e-commerce store-building tools, an advanced Internet ``price comparison engine'' and over 81 online auction sites. Free membership to Global Online (GOL) provides community members with free global email and access to the entire range of e-commerce and informational features of the site, including global news, financial news, weather, global chat and more. Global Online offers a ``first stop shop'' to purchase anything on the Internet as well as a ``one stop beginners entry portal'' geared towards Internet newcomers and those unfamiliar with the sometimes confusing Internet environment. Global Online (GOL) also offers a safe refuge for those long-time Web surfers that are looking for a simple, easy and effortless way to continue to get the best out of the Web. Global Online (GOL) is intended to be ``everything for everybody'', a real Global Online community.

***

USA Global Link, Inc., a privately held company, since 1992 has pioneered The provision of innovative international telecommunications and Web-based e-commerce services for customers in more than 170 countries and territories. USA Global Link is a leader in alternative, global telecommunications and Internet strategies, including discount international long distance, Global 800 toll-free numbers, phone-to-phone Global IP (Internet protocol) telephony and wholesale Global Refile services. With its ingenious Instant Call technology, a Web-based e-commerce service, the company has secured a leading position in the Internet/telephony integration arena. USA Global Link's Global InterNetwork is the world's first international, facilities-based communications network based on IP technology. The company has partnered with 3Com Corporation, Siemens Information and Communication Networks Inc. and Global Crossing Ltd. to meet the advanced technology demands of the Global InterNetwork deployment. USA Global Link and its subsidiaries are headquartered in Iowa, Colorado, California and The Netherlands. CVF Technologies is currently traded under the stock symbol (Amex: CNV -news).

Certain statements made in this press release which are not historical facts are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that these statements involve risk and uncertainties, which may cause actual results or achievements to be materially different from any future results or achievements expressed or implied by the forward-looking statements.

July 1999 Front Page