Activeworlds Corp. To Acquire A Leading Chinese 24-K Gold Jewelry Manufacturer

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Mon Oct 5, 2009 7:00pm EDT

NEW YORK--(Business Wire)--
Activeworlds Corp. (OTCBB:AWLD) (the "Company"), announced that it has entered
into a definitive agreement to acquire Wuhan Kingold Jewelry Co., Ltd.,
("Kingold"). Kingold, located in Wuhan, Hubei Province, was founded in 2002 and
is a leading Chinese designer and manufacturer of 24-K gold jewelry. 

The transaction is structured as an acquisition of the corporate parent of Wuhan
Vogue-Show Jewelry Co., Ltd. ("Vogue Show"), a People`s Republic of China
("PRC") corporation which has entered into a series of captive agreements with
Kingold pursuant to which it will receive 95.83% of the profits of Kingold.
Known as a variable interest agreement or "VIE", this is a common structure used
to acquire PRC corporations within certain industries designated by MOFCOM, the
PRC`s Ministry of Commerce. Vogue Show, a wholly-foreign owned enterprise
("WFOE"), is owned by Dragon Lead Group Limited, a British Virgin Islands
corporation. At the closing, Activeworlds will acquire 100% of Dragon Lead Group
Limited. 

Consummation of the acquisition is subject to numerous conditions, including
satisfactory due diligence reviews conducted by Activeworlds and Kingold and a
private placement of Activeworlds common stock and warrants in the amount of $5
million prior to the closing. Thus, there can be no assurance that the
transaction will be consummated. 

Additional information concerning the transaction will be included in the
necessary and appropriate filings with the Securities and Exchange Commission. 

This news release may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Act of 1934, as amended; such statements are subject to risks and
uncertainties that could cause actual results to vary materially from those
projected in the forward-looking statements. The Company may experience
significant fluctuations in operating results due to a number of economic,
competitive and other factors. These factors could cause operations to vary
significantly from prior periods, and those projected in forward-looking
statements. Information with respect to these factors which could materially
affect the Company and its operations are included on certain forms the Company
files with the Securities and Exchange Commission.

Activeworlds Corp.
Paul Goodman, 212-661-6800 

Copyright Business Wire 2009

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