International Thunderbird Gaming Corporation Announces $10 Million Convertible Debenture Financing.VANCOUVER, British Columbia--(BUSINESS WIRE)--Feb. 25, 1997-- INT'L 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 (VSE See DOS/VSE. VSE - Virtual Storage Extended , TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). INB INB Inbound INB Internal Network Bus INB Intranodal Buffer INB Install Busy INB Input Buffer Control Block .) International Thunderbird Gaming Corporation (the "Company") is pleased to announce that it has reached agreement in principle with C.M. Oliver and Company Limited ("C.M. Oliver") in respect of a private placement of convertible debentures Convertible Debenture Any type of debenture that can be converted into some other security. Notes: For example, a convertible bond can be converted into stock. . The offering will be for up to $10 million with the debentures being issued in denominations of $1,000. An initial series of debentures (Series A) will be issued under the private placement which will be convertible into a second series (Series B) of convertible debentures for no additional consideration. The Series B debentures will have a term of five years and will be convertible into common shares of the Company at a conversion price of $2.50 per share during the first year of their term; $2.75 per share during the second year; $3.00 per share during the third year and $3.25 per share during the final two years. The Company has agreed to prepare and file a prospectus in each Canadian Province Noun 1. Canadian province - Canada is divided into 12 provinces for administrative purposes province, state - the territory occupied by one of the constituent administrative districts of a nation; "his state is in the deep south" in which the Series A debentures are sold for the purpose of qualifying the conversion of those debentures into the Series B debentures. If the prospectus is not cleared within 120 days of the closing of the private placement, the holders will receive an additional 10 percent of the number of shares that they would have otherwise received on the conversion of the Series B convertible debentures. Interest will accrue on the debentures at rate of 9 percent per annum Per annum Yearly. , compounded and payable semi-annually. The debentures will be secured on all of the assets of the Company, subordinated to certain existing and permitted debt. The holders may not convert more than 50 percent of their debentures during the first year of their term. The Company may redeem, from time to time, all or a portion of the outstanding debentures from the second year on but only if the Company's shares trade at double the conversion price then applicable subject to prescribed minimum trading volumes during the 30 day period prior to redemption. If the Company elects to redeem, the holders of the debentures will have 60 days to convert. The funds will be used by the Company to expand its gaming business and for other corporate purposes. Half of the funds will be deposited in escrow escrow Instrument, such as a deed, money, or property, that constitutes evidence of obligations between two or more parties and is held by a third party. It is delivered by the third party only upon fulfillment of some condition. at the closing of the private placement to be held until the clearance of the prospectus. The debenture holders will be able to retract TO RETRACT. To withdraw a proposition or offer before it has been accepted. 2. This the party making it has a right to do is long as it has not been accepted; for no principle of law or equity can, under these circumstances, require him to persevere in it. these funds should the Company not augment its existing operating management team, and adopt a strategic business plan, as agreed to with C.M. Oliver. C.M. Oliver will receive a cash commission equal to 7 percent of the proceeds of the debenture offering, a corporate finance fee of 75,000 common shares and an option to acquire, for a two year period, that number of common shares as is equal to 10 percent of the offering. The option will be exercisable at a price of $2.50 per share in the first year and $2.75 per share in the second year. The corporate finance fee and option will be qualified, to the extent permitted by the applicable regulatory authorities, by the prospectus. The transaction is subject to C.M. Oliver completing its 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. , a formal Agency Agreement being entered into and regulatory approval. The parties anticipate completing the placement of the debentures by the end of March 1997. -0- On behalf of the Board of INTERNATIONAL THUNDERBIRD GAMING CORP. "HARI B. VARSHNEY" Hari B. Varshney, Chairman A Varshney Chowdhry Group Company -0- CONTACT: International Thunderbird Gaming Corporation Praveen Varshney, 604/687-2255 or 800-914-8462 |
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