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International Thunderbird Gaming Corporation: Update Following Annual General Meeting.


Business Editors

International Thunderbird thunderbird

In North American Indian mythology, a powerful spirit in the form of a bird that watered the earth and made vegetation grow. Lightning was believed to flash from its eyes or beak, and the beating of its wings was thought to represent rolling thunder.
 Gaming Corporation (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
:INB INB Inbound
INB Internal Network Bus
INB Intranodal Buffer
INB Install Busy
INB Input Buffer Control Block
) is pleased to announce that Salomon Guggenheim of Zurich, Switzerland and Jean Duval of Carignan, Quebec
For the town in the Mauricie, see Carignan, Le Haut-Saint-Maurice Regional County Municipality, Quebec


Carignan is a town in southwestern Quebec, Canada on the Richelieu River in the Regional County Municipality of La-Vallée-du-Richelieu.
 have been appointed to the board of directors of the Corporation, effective June 28, 2002. These appointments fill vacancies on the board left by Dave Michelson, the Chief Financial Officer and Secretary of the Company, who advised the Company that he would not stand for re-election as a director at the Annual Meeting of the Company held on June 20, 2002, and by Clay Hardin, who resigned as a director to create a vacancy to permit these appointments. Both Mr. Michelson and Mr. Hardin continue as officers of the Company.

As a result of these changes, the board now consists of five directors who are Jack R. Mitchell and Albert W. Atallah, both officers of the Company, Jorge Montano of Mexico City and Messrs. Guggenheim and Duval, the latter three being outside directors with diverse business backgrounds.

The new board has confirmed the reappointments of Mr. Mitchell as President and Chief Executive Office, Mr. Atallah as Chief Operating Officer Chief Operating Officer (COO)

The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president.
 and General Counsel, Mr. Hardin as Vice President Operations and Dave Michelson as Chief Financial Officer and Secretary.

The management of the Company believes that these appointments resolve the proxy fight Proxy Fight

When a group of shareholders are persuaded to join forces and gather enough shareholder proxies to win a corporate vote. This is sometimes also referred to as a proxy battle.

Notes:
This term is mainly used in the context of takeovers.
 threatened by certain dissident shareholders dissident shareholders

Shareholders who oppose a firm's management or management policy. For example, dissident shareholders of Hewlett-Packard opposed that firm's offer to purchase Compaq Computer.
. In this threatened action, Alex Winch, the former Chairman of the Board of the Corporation, notified Mr. Mitchell and Mr. Atallah that he was leading a group of dissident shareholders who were requesting the resignation of all of the directors of the Corporation in favour of their appointees to the board failing which they intended to solicit proxies from all shareholders to appoint their slate of nominees to the board to replace the existing directors. They further advised that if the existing board would not agree to their request and they were subsequently successful in electing their nominees to the board, they would terminate the employment of all of the officers without severance and relocate the head office of the Company to Toronto. Mr. Winch represented to Mr. Mitchell and Mr. Atallah that he had the support of shareholders holding a sufficient number of shares of the Company to carry out his objectives. After making these demands and contacting a number of the Company's business partners and lenders, the dissidents concluded that they would not be in a position to carry on successfully the various Company's business relationships without the existing management, and Mr. Winch withdrew his demands. This led to subsequent discussions between the existing management and Mr. Guggenheim, who Mr. Winch had requested be part of his dissident group, and he agreed to join the board. Mr. Duval, a long time shareholder of the Company, was recommended to the Company by other sources. The management expects a good working relationship with both of the new directors.

The disruption in management caused by the dissident group has led the Company's primary lender and development partner, MRG MRG Merge
MRG Minority Rights Group International
MRG Mad River Glen (Vermont)
MRG Mouvement des Radicaux de Gauche (French: Left Radical Movement)
MRG Manyetik Rezonans Görüntüleme
 Entertainment LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
, to serve notices of default in respect of loans totaling $2,880,000 made by MRG and its affiliates to the Company. The Notices claim a default on the basis of a "change of control" in management and in the composition of the board of directors. The loan documents provide the Company with a 30 day period to cure defaults, and the reconstitution of the board and reappointments of the officers of the Company referred to above rectify the circumstances on which default was claimed within the 30 day cure period.

The Company will not proceed with the proposed merger of its Nicaraguan operations with the Nicaraguan operations of Hopewell Limited. The disruption of management by the dissident group occurred during the Company's due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired.  investigations of the Hopewell transaction and adversely affected the Company's relationship with MRG, to whom the Company had applied for its financing in respect of the transaction. Although these factors impacted the transaction negatively, the management of the Company had become concerned during the due diligence process as to the compatibility of the managements of the two companies, leading to a mutual decision by the Company and Hopewell that it was in neither company's best interest to proceed with the merger.

In a matter unrelated to the recent management issues, the Company has entered into a settlement with the Hopland Band of Pomo Pomo, Native Americans of N California, belonging to the Hokan branch of the Hokan-Siouan linguistic stock (see Native American languages). The Pomo were the most southerly Native Americans on the California coast not brought under the mission influence of the  Indians relating to claims made by the Company in respect of the termination of the Company's revenue sharing revenue sharing

Funding arrangement in which one government unit grants a portion of its tax income to another government unit. For example, provinces or states may share revenue with local governments, or national governments may share revenue with provinces or states.
 arrangement with the Band's gaming facility operated by the Band in California which occurred in 1998. Under the terms of the settlement, the Band will pay the Company a total of $750,000, either in one lump sum Lump sum

A large one-time payment of money.
 if and when the Band successfully completes a certain financing but in any event, over a 15 month period at the rate of $50,000 per month without interest or over a period of 36 months with interest at 12%. In either case, the payments will commence on August 1, 2002 and the Band will advise the Company whether it is electing the 15-month period or the 36-month period prior to that time.

As a result of the disruptions to management which occurred due to the threat of the dissident proxy fight, the Toronto Stock Exchange Toronto Stock Exchange (TSE)

Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options.
 halted trading in the common shares of the Company on June 10, 2002 pending clarification of the Company's affairs. The TSX has advised the Company that it is reviewing the eligibility for continued listing of the common shares of the Company on the TSX.

International Thunderbird Gaming Corporation is an owner and manager of international gaming facilities. The Company's shares trade on the Toronto Stock Exchange under the symbol INB.

On behalf of the Board of Directors,

Jack R. Mitchell, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  

Cautionary Notice: This release contains certain forward-looking statements within the meaning of section 21E of the United States Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding potential revenue and plans and objectives of the Company are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's forward-looking statements include competitive pressures, unfavorable changes in regulatory structures, and general risks associated with business, all of which are disclosed under the heading "Risk Factors" and elsewhere in the Company's documents filed from time-to-time with the TSE See Tokyo Stock Exchange.

TSE

1. See Tokyo Stock Exchange (TSE).

2. See Toronto Stock Exchange (TSE).
 and other regulatory authorities.
COPYRIGHT 2002 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Jul 2, 2002
Words:1098
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