Ashton Technology Group (fka ASTN)

[sarals]

News today!

Monday July 16, 9:04 am Eastern Time
Press Release

Ashton Technology Group Announces Completion of Exchange Agreement

Revises Terms of Preferred Stock

PHILADELPHIA--(BUSINESS WIRE)--July 16, 2001--The Ashton Technology Group, Inc. (NASDAQ:ASTN - news) today announced it entered into an exchange agreement with RGC International Investors, LDC, the holder of Ashton's Series F Preferred Stock.

On August 18, 1999, Ashton completed a $20 million private placement of its Series F Convertible Preferred Stock to RGC. The private placement consisted of 20,000 shares of Series F Preferred and warrants to purchase 200,000 shares of Ashton common stock. Pursuant to certain provisions of the Series F Preferred, Ashton became obligated to redeem the 4,363 shares of Series F Preferred still outstanding in March 2001 for cash.

In lieu of such redemption, Ashton and RGC have agreed to an exchange whereby the remaining shares of Series F Preferred have been converted into a $5.1 million Convertible Note due August 18, 2003. The note is convertible into shares of Ashton common stock following approval by Ashton's stockholders of the issuance of such shares upon conversion of the note.

Should Ashton's stockholders not approve the issuance of shares to RGC, the note would have a maturity of April 1, 2002. The note is secured by Ashton's intellectual property.

Ashton's President, Arthur J. Bacci, said, ``We appreciate the commitment and belief that RGC has shown in Ashton. RGC's significant investment in Ashton has had a large impact on our ability to develop our intelligent matching systems and implement new marketing programs to increase eVWAP's utilization.''

Ashton is an eCommerce company that develops and operates electronic trading and intelligent matching systems for the global financial securities industry. Our focus is to develop and operate alternative trading systems, serving the needs of exchanges, institutional investors and broker-dealers in the U.S. and internationally.

Our goal is to enable these market participants to trade in an electronic global trading environment that provides large order size, absolute anonymity, no market impact and lower transaction fees.

The forgoing press release contains forward-looking statements based on current management expectations. A variety of important factors could cause actual results to differ materially from such statements.

Factors that could cause actual results to differ from current expectations include Ashton's ability to achieve expected future levels of revenue, expected use of proceeds, projected costs of technology development, changes in business strategy and development plans, the performance of Ashton's common stock; industry trends; and competition.

These and other risks are described in greater detail in Ashton's filings with the Securities and Exchange Commission.

Websites: www.ashtontechgroup.com and www.evwap.com


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Contact:

The Ashton Technology Group, Inc., Philadelphia
Christine Geisser, 215/789-3300
Telefax: 215/789-3397
Shareholder email: [e-mail]

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