Country World Signs Agreement to Acquire Assets and Provide Funding for Its Black Hawk, Colorado Casino/Hotel Complex.Business Editors BALA CYNWYD, Pa.--(BUSINESS WIRE)--July 25, 2000 Country World Casinos, Inc. (OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). Listed: CWRC CWRC Changjiang Water Resources Commission (also seen as Yangtze River Water Resources Commission, YRWRC) CWRC Catawba Wateree Relicensing Coalition CWRC Child Welfare Research Center CWRC Climb Well to Right of Course ) today announced the signing of a Memorandum of Understanding A Memorandum of Understanding (MoU) is a legal document describing a bilateral or multilateral agreement between parties. It expresses a convergence of will between the parties, indicating an intended common line of action and may not imply a legal commitment. with Dartmouth General Capital Management, Ltd., a Bahamian corporation, to acquire certain revenue producing assets, retire the outstanding debts of Country World and provide $80 million in financing to finalize development of its Black Hawk, Colorado For other uses of Blackhawk/Black Hawk, see Black Hawk. The historic City of Black Hawk is a Home Rule Municipality in Gilpin County, Colorado, United States. The city population was 118 at U.S. Census 2000, making Black Hawk the least populous city in Colorado. casino and hotel project. Under the terms of the understanding, Dartmouth General will immediately assign to Country World two income producing bond leases which generate approximately $7 million in revenue annually. Additionally, Dartmouth General will provide capital of approximately $14 million to pay the secured and unsecured debt Unsecured debt Debt that does not identify specific assets that the debtholder is entitled to in case of default. of the Company within 45 days. Further, Dartmouth General will furnish and supply Country World with five year interest free corporate bonds for an aggregate of $80 million issued by Dartmouth Generale Equity Securities Trust S.A., or its assigns, as securitization for the necessary financing to finalize development and construct the casino/hotel complex. In exchange for Dartmouth General's contribution, Country World will issue the balance of its authorized but unissued shares of common and preferred Series B stock to Dartmouth General (approximately 13.4 and 3.9 million respectively) and Company shareholders will contribute 6 million shares of common stock and 500,000 shares of Series B preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. to Dartmouth General. With completion of the aforementioned transactions, Dartmouth General will have acquired approximately 50.6% of the voting stock Voting stock The shares in a corporation that entitle the shareholder to vote. voting stock Stock for which the holder has the right to vote in the election of directors, in the appointment of auditors, or in other matters brought up at the of the Company. Dartmouth General plans to acquire additional shares in the future. The Company will immediately coordinate with its auditing firm in an effort to provide the services and documentation required for reinstatement of the Company's listing on the OTC Bulletin Board OTC Bulletin Board An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system. with a view toward listing on Nasdaq's Small Cap or National Market System. William H. Patrowicz, the company's Chief Executive Officer today stated, "After several years of concerted effort, this project seems as it may become a reality. We believe we have finally established the right team to get the job done." D.K. Graves, Managing Director of Dartmouth General Capital Management, Ltd. today stated, "We are pleased to join forces with Country World in this endeavor. The combination of our assets and their project will provide substantial value for shareholders now and in the future." Country World Casinos, Inc., headquartered in Bala Cynwyd, Pennsylvania Bala Cynwyd is a village in Lower Merion Township which is located in the Main Line in southeastern Pennsylvania, bordering the western edge of Philadelphia. It was originally two separate towns, Bala and Cynwyd, but is commonly treated as a single community. , is an OTC company whose plan is to acquire existing gaming properties, as well as develop a casino, hotel and entertainment complex which will include 1,000 slot machines, 32 gaming tables, fine dining, entertainment, gym and pool facilities valet and self parking for approximately 1,000 cars and bus facilities at Black Hawk, Colorado. This press release contains forward-looking statements. All forward-looking statements involve risks and uncertainties, including, without limitation, the risks detailed in the Company's filings and reports with the Securities and Exchange Commission. Such statements are only predictions and actual events or results may differ materially from those projected. |
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