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Country World to Acquire Assets25 July 2000BALA CYNWYD, Pa. (Press Release) - Country World Casinos, Inc. (OTC Listed: CWRC) today announced the signing of a Memorandum of Understanding with Dartmouth General Capital Management, Ltd., a Bahamian corporation, to acquire certain revenue producing assets, retire the outstanding debts of Country World and provide $80 million in financing to finalize development of its Black Hawk, Colorado casino and hotel project. Under the terms of the understanding, Dartmouth General will immediately assign to Country World two income producing bond leases which generate approximately $7 million in revenue annually. Additionally, Dartmouth General will provide capital of approximately $14 million to pay the secured and unsecured debt of the Company within 45 days. Further, Dartmouth General will furnish and supply Country World with five year interest free corporate bonds for an aggregate of $80 million issued by Dartmouth Generale Equity Securities Trust S.A., or its assigns, as securitization for the necessary financing to finalize development and construct the casino/hotel complex. In exchange for Dartmouth General's contribution, Country World will issue the balance of its authorized but unissued shares of common and preferred Series B stock to Dartmouth General (approximately 13.4 and 3.9 million respectively) and Company shareholders will contribute 6 million shares of common stock and 500,000 shares of Series B preferred stock to Dartmouth General. With completion of the aforementioned transactions, Dartmouth General will have acquired approximately 50.6% of the voting stock of the Company. Dartmouth General plans to acquire additional shares in the future. The Company will immediately coordinate with its auditing firm in an effort to provide the services and documentation required for reinstatement of the Company's listing on the OTC Bulletin Board with a view toward listing on Nasdaq's Small Cap or National Market System. William H. Patrowicz, the company's Chief Executive Officer today stated, "After several years of concerted effort, this project seems as it may become a reality. We believe we have finally established the right team to get the job done." D.K. Graves, Managing Director of Dartmouth General Capital Management, Ltd. today stated, "We are pleased to join forces with Country World in this endeavor. The combination of our assets and their project will provide substantial value for shareholders now and in the future." |