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Gold/Mining/Energy : Int'l Thunderbird Gaming (INB) -- Ignore unavailable to you. Want to Upgrade?

To: R. Gracie who wrote (536)	4/21/1999 1:06:00 PM
From: Mitchell	Respond to of 603

Wednesday April 21, 12:40 pm Eastern Time Company Press Release Thunderbird Announces Letter of Intent to Enter Into a Merger SAN DIEGO--(BUSINESS WIRE)--April 21, 1999--International Thunderbird Gaming Corporation (VSE:INB. - news) today announced that it has signed a letter of intent to merge with a wholly owned subsidiary of Imperial Gaming Corporation. Imperial owns and operates the Imperial Casino Hotel in Cripple Creek. The merger will give the shareholders of the merged company a presence in the Colorado gaming market and enable the merged company to commence management of gaming operations in the United States. In the merger, shareholders of Thunderbird will receive 15/16 of the shares of the merged company, and Imperial will receive 1/16. As a result of the merger, the merged company will assume ownership of a subsidiary that will manage and operate the Imperial Casino Hotel under a two year management contract. The management contract will entitle the merged company to a management fee equal to 25 percent of Imperial's net cash flows, if any. In return, the merged company has agreed to fund up to $250,000 of Imperial's net cash flow deficiencies, if any, for two years. The merged company would be entitled to recover any such amounts following termination of the management agreement. In addition, the merged company will have an option to purchase Imperial and a right of first refusal on any proposed sale of Imperial on terms to be negotiated. The merged company will have the name ''Imperial International Gaming Corporation,'' will hold all of the assets and liabilities of Thunderbird as they existed immediately prior to the merger and will own all of the outstanding shares of the management company subsidiary. The Thunderbird assets include Thunderbird's interest in operating entities in Panama and Guatemala as well as contracts to develop Tribal Casinos in California contingent on the compacting process being completed in California. Shares of Thunderbird will be exchanged for shares of the merged company on a one for one basis. The shares of the merged company will continue to be publicly traded and listed on the Toronto Stock Exchange. The previously announced annual meeting of shareholders of Thunderbird scheduled for June 11, 1999, will be postponed to a date later in June to be announced and the proceedings will be expanded to include the necessary shareholder approvals required on the part of Thunderbird's shareholders for the transaction. The transaction is subject to all necessary regulatory approvals and other approvals, including the approval of the Colorado Limited Gaming Control Commission and the Toronto Stock Exchange. International Thunderbird Gaming Corporation is an owner and manager of international gaming facilities. Additional information about the Company is available on its World Wide Web site at www.thunderbirdgaming.com. On behalf of the Board of Directors Jack R. Mitchell, President and CEO Cautionary Notice: This release contains certain forward-looking statements within the meaning of section 21E of the United States Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding potential revenue and future plans and objectives of the Company are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's forward-looking statements include competitive pressures, unfavorable changes in regulatory structures, and general risks associated with business, all of which are disclosed under the heading ''Risk Factors'' and elsewhere in the Company's documents filed from time-to-time with the TSE and other regulatory authorities.