Found this on the news wire this morning:
Company Press Release
Flexweight Corp. Signs Agreement in Principle
to Join Forces with International Resort Hotel
and Casino Gaming Operations
WENDOVER, Nev.--(BUSINESS WIRE)--Aug. 31, 1998--Flexweight Corp. (OTC BB: FXWA - news;
''FXWA'') signed an Agreement in Principle (the ''Agreement'') with NuOasis Resorts Inc. (OTC BB:NUOA -
news; ''Resorts'') and NuOasis International Inc. (''International'').
Pursuant to the Agreement FXWA intends to effect a business combination with International which owns and
operates resort hotel and casino gaming properties in Tunisia. FXWA has agreed in principle to issue:
-- Promissory notes in the amount of $180 million;
-- 7,000,000 shares of its common stock; and
-- 6,000,000 warrants to purchase shares of FXWA's common stock
which would allow International to purchase five shares of
FXWA's common stock for each warrant at a price equal to $6
per share, exercisable anytime prior to the fifth
anniversary of the closing of the Definitive Agreement.
In exchange for the above notes, shares, and warrants, FXWA's U.S. operations will be merged with International's
interests which include: (1) a 90% interest in Cleopatra Gammarth Limited which operates the Casino Cleopatra
CapGammarth; (2) a 70% interest in Cleopatra Hammamet Limited which operates Casino Cleopatra Hammamet;
and (3) a 60% interest in Cleopatra's World Inc., which operates the Le Palace Hotel and Resort at CapGammarth
(the ''Cleopatra Casinos'').
A closing is subject to certain opinions including, but not limited to tax and fairness issues. FXWA plans to use its best
efforts to execute a Definitive Agreement by Sept. 15, 1998, and to effect a closing by Sept. 30, 1998. However, no
assurances can be given that a Definitive Agreement will be signed or, if signed that the proposed transaction will
close.
FXWA's management further stresses that it is in the preliminary stages of formulating the above business combination
and that the terms expressed above are subject to material changes in the event information not known to management
becomes available during the course of its due diligence. |
