To: Mr. Jens Tingleff who wrote (2089 ) 9/4/1998 2:48:00 PM From: Ricardo A. Biondi Read Replies (1) | Respond to of 7609
<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.