<OT>Nuoasis Resorts Signs Letter of Intent
to Join Forces With Domestic Gaming
and Hotel Company Flexweight
NEWPORT BEACH, Calif.--(BUSINESS WIRE)--Sept. 4, 1998--NuOasis Resorts, Inc. (OTC
BB:NUOA - news) announced today that it has executed a letter of intent to effect a business
combination of its wholly-owned subsidiary NuOasis International, Inc. (International) with
Flexweight Corporation (OTC BB:FXWA - news). Flexweight intends to change its name to Oasis
Resorts International, Inc. prior to closing of the transaction.
The transaction is a merger of International's NuOasis and Cleopatra-themed hotel and casino assets
with the U.S. gaming and hotel projects of Flexweight. The Company noted that a few details still
need to be addressed though the core structure of the business combination has been finalized.
According to the letter of intent, Flexweight will issue to International approximately 7 million shares
of common stock (valued at approximately $40 million and representing 49% of Flexweight),
approximately $180 million of notes, and warrants which would enable International to acquire
additional shares representing a total of up to 85% of Flexweight if all warrants are exercised.
In exchange for the shares, warrants, and notes, the letter of intent calls for International to assign to
Flexweight all of International's interest in the NuOasis and Cleopatra-themed properties. This
primarily consists of the shares of the Tunisian and other offshore subsidiaries which hold the title to
the various properties and contracts, including the casino, hotel, and resort properties in Cap
Gammarth and Hammamet, Tunisia.
The letter of intent calls for Flexweight to appoint two independent directors as well as three
directors from the Company and Flexweight once the transaction is closed. Since International's
assets should enable Flexweight to meet the listing requirements, Flexweight intends to file for a
listing of its shares on the Nasdaq National Market(R) System.
By combining the synergistic businesses of a U.S. resort and gaming company with an international
resort and gaming company, the merger is intended to create a stronger global resort and gaming
management organization. This new combined company is designed to have the management and
financial resources to expand International's foothold in the growing overseas hospitality market
while simultaneously capitalizing on the new opportunities Flexweight identified resulting from the
recent shakeout of the domestic gaming industry.
''As disclosed in our Annual Reports for the last four years, we have always planned to take each of
our business segments public in order to realize their true market value, achieve their full potential,
and end their dependence on the financial and management resources provided by the Company,''
explained Fred Luke, president and chairman of NuOasis Resorts.
''This transaction, when it closes, should achieve each of these goals for us and give Flexweight the
critical mass its needs, and, hopefully, help restore the value to the Company's shareholders which
has been lost during the last two years due to eroding share prices resulting from the delays in
construction and completion of the Tunisian projects. Subject to the final terms, a closing, and an
analysis of the tax effect, we intend to distribute some or all of the Flexweight shares to the
Company's shareholders. A decision and record date for a distribution will be set following closing
of the transaction,'' added Luke.
NuOasis Resorts, Inc. is a leisure and entertainment holding company with operations, conducted
through subsidiaries, in international gaming and hotel management, food manufacturing, and
development-stage commercial real estate.
Note: Certain statements made herein that are not historical are forward-looking within the meaning
of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that all
forward-looking statements involve risks and uncertainties. Investors who seek more information
about the Company's business and relevant risk factors may wish to review the Company's periodic
reports filed with the Securities and Exchange Commission including, but not limited to, its most
recent Annual Report on Form 10-K/SB and Quarterly Report on Form 10-QSB. |
