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DION ENTERTAINMENT CORP. ANNOUNCES ACQUISITION OF INDIAN CASINO MANAGEMENT COMPANY AND $17 MILLION FINANCING

 TORONTO, June 30 /PRNewswire/ -- Dion Entertainment Corp. ("Dion") today announced that it has reached an agreement in principle to acquire a 70 percent interest in Full House, Ltd. ("Full House"). Full House is the manager of a high stakes Class III casino located on the lands of the Ute Mountain Ute Tribe in Towoac, Colo. The Ute Mountain casino employs over 300 people and contains over 30,000 square feet of gaming including 317 slot machines, 20 table games, seating for 450 high stakes bingo and a full-service restaurant. Dion also announced that it has reached agreement with Gordon Capital Corporation and First Marathon Securities Limited with respect to an offering of special warrants of Dion Entertainment to fund the acquisition of its interest in Full House and related projects.
 The acquisition is subject to obtaining necessary regulatory approvals, the approval of the board of directors of Dion and the entering into of a definitive agreement. Full House is a Texas general partnership of Affiliated American Consultants, Inc. (a Texas corporation wholly owned by Mr. Bryan O. Blevins), who acts as general partner, and Mr. John E. Williams who is a limited partner.
 In consideration for the interest to be acquired in Full House, Dion has agreed to make a cash payment in the amount of U.S. $7,083,000, and issue share purchase warrants to acquire up to 4,500,000 common shares of Dion at an exercise price of $6.00 per share, exercisable at any time prior to the date five years from the date of issue. Dion has agreed to issue up to 3,000,000 common shares of Dion to the current partners of Full House in the event that certain earning targets of Full House are achieved and that the management agreement for the Colorado casino is renewed.
 In addition, Dion has agreed with USC Corp., a corporation wholly owned by Bryan O. Blevins, that all future gaming projects which become available to Mr. Blevins and USC Corp. shall be submitted exclusively to Dion to permit it to finance the project and participate to the extent of a 70 percent interest through a joint venture with USC Corp. Dion recently announced a joint venture between Dion and USC Corp. to manage an existing high stakes Class II bingo operation of the Fort Sill Apache Tribe in Lawton, Okla. and all of the Fort Sill Apache Tribe Class II and III operations in Oklahoma and Arizona. This project represents the type of opportunity that Dion anticipates it may pursue with USC Corp. in the future. Dion has agreed to issue up to an aggregate of 500,000 common shares of Dion and 1,750,000 share purchase warrants to USC Corp. as a finder's fee for presenting up to 10 gaming opportunities presented to Dion in which it determines to participate.
 Dion's investment in Full House and joint ventures with USC Corp. will be effected through its wholly owned subsidiary, Dion First American Inc., a South Dakota corporation. Dion has agreed to appoint Mr. Blevins as chairman and chief executive officer of Dion First American Inc., as well as vice chairman of Dion itself.
 In a concurrent transaction, Mr. Blevins and Mr. Leo Dion, the chairman of Dion, have agreed to enter into an exchange agreement whereby Mr. Blevins would exchange 50 percent of certain of his interests in Dion, USC Corp. and his residual interest in Full House following closing of the transaction with Dion, for 50 percent of substantially all of Mr. Dion's interests in securities of Dion. This transaction was negotiated following Dion's negotiation of the purchase of a maximum 70 percent interest in Full House from Mr. Williams and Affiliated American Consultants, Inc. Completion of the exchange transaction between Mr. Blevins and Mr. Dion has been required by Mr. Blevins as a condition to proceeding with the transactions between Dion and the current partners of Full House and USC Corp. Dion has considered the terms of the share exchange transaction and has determined that it is not prepared to acquire the interests of Mr. Blevins in Full House and USC Corp. for consideration comparable to that to be paid by Mr. Dion.
 Dion has reached an agreement with Gordon Capital Corporation and First Marathon Securities Limited to sell to such underwriters approximately 3,000,000 special warrants for $5.75 per special warrant. The gross proceeds of this offering of approximately $17,250,000 will be used to finance Dion's investment in Full House, its interest in the Lawton, Okla. joint venture and related projects. Each special warrant is to be exercisable to acquire one common share of Dion for no additional consideration. All proceeds of the offering will be held in escrow pending closing of the proposed investment in Full House and will be returned with interest to holders at their option in the event that the Full House transaction is not completed on or before Sept. 30, 1993. Completion of the offering is subject to entering into a definitive underwriting agreement and receipt of all necessary regulatory approvals. The corporation expects the closing of the private placement to be completed on or about July 16, 1993.
 Dion is the first Canadian publicly traded gaming company and is one of the largest providers of facilities for the operation of commercial bingo halls in Canada. Dion is also the exclusive distributor in Canada of all gaming equipment manufactured by Bally Gaming, Inc. of Las Vegas, a wholly owned subsidiary of Bally Gaming International, Inc. (NASDAQ: BGII).
 Pursuant to an agreement with Showboat Development, Inc. (Showboat), a wholly owned subsidiary of Showboat, Inc. (NYSE: SBO), Dion and Showboat have submitted a bid to build and operate a major casino and hotel facility in Windsor, Canada.
 Dion is a public company listed on The Toronto Stock Exchange under the symbol DIO.
 -0- 6/30/93
 /CONTACT: E. Marshall Pollock, Q.C., president & C.E.O. of Dion Entertainment Corp., 416-398-3996; Brad Griffiths of Gordon Capital Corporation, 416-868-5425; Neil Murray-Lyon, investor relations director of Dion Entertainment Corp., 514-393-1548; Owen Mitchell of First Marathon Securities Limited, 416-869-7532; or Bryan O. Blevins, chief executive officer and president of USC Corp., 303-565-7000/
 (DIO.)


CO: Dion Entertainment Corp.; Full House, Ltd. ST: Ontario, Colorado IN: CNO SU: TNM

SM -- NY067 -- 7300 06/30/93 15:52 EDT
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Date:Jun 30, 1993
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