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Creation Ventures Acquires Great Canadian Bingo Shares25 June 2003BRITISH COLUMBIA – (Press Release) --The Board of Directors of Creation Ventures Inc. (the 'Issuer') is pleased to announce that pursuant to the terms of a Share Purchase Agreement dated for reference, June 20, 2003, the Issuer agreed to purchase all of the issued and outstanding shares of Great Canadian Bingo Ltd. ('Bingo') from Great Canadian Gaming Corporation ('Great Canadian'). Bingo is a British Columbia private company whose assets include all the issued and outstanding share capital of UAB Great Canadian Europa ('Europa'), a corporation incorporated pursuant to the laws of the Republic of Lithuania for $2.00 and repayment of all funds advanced to Bingo by Great Canadian which as at June 20, 2003 totalled $4,493,351 CDN. Europa currently has under construction a casino in Vilnius, Lithuania's capital city, comprising approximately 20,000 square-feet leased facility located in the main commercial district. The casino is anticipated to open within 70 days with up to 20 table games and up to 125 slot machines. Europa is obligated to fund 50-percent of the leasehold improvements and 100-percent of the furniture, equipment and predevelopment costs totalling approximately USD$5.5 million. Great Canadian has agreed to provide casino related consulting services to Europa to assist in start up and management of the casino for the first year of operation for a fee equal to Great Canadian's cost plus an addition 10-percent. Great Canadian has spent significant capital and time in furthering this project including extensive due diligence regarding the Lithuanian economy and this casino related opportunity. Great Canadian currently owns approximately 32-percent of the Issuer and will provide ongoing management of the Casino under the casino consulting arrangement referred to above. Bingo, prior to this transaction was a wholly-owned subsidiary of Great Canadian. Mr. Thomas Bell, Chairman and a Director of the Issuer, is also employed with Great Canadian. Mr. Ron Shepherd, a Director of the Issuer, is also a Director of Great Canadian. Both Mr. Bell and Mr. Shepherd excluded themselves from resolutions authorizing the herein described transactions. In connection with the acquisition, the Issuer will pay to Mr. Malcolm Fielding a finder's fee of 500,000 share purchase warrants of the Issuer in connection with providing introductory services of the casino project to Great Canadian. The share purchase warrants are exercisable at a price of $0.35 per share for a period of one year from the date of closing. In order to finance the transaction, the Issuer will complete a private placement to raise gross proceeds of $5,500,000. The Issuer proposes to issue up to 22 million units, each unit consisting of one share and a share purchase warrant, each two warrants together being exercisable at a price of $0.35 to purchase an additional share of the Issuer. The price per unit is $0.25. The Issuer intends to close this private placement within 30 days, and most of the funds have been received by the Company. Great Canadian has agreed to subscribe for $2 million of the private placement and certain of its affiliates and insiders will also participate in this private placement. Great Canadian has also agreed that any unpaid portion of the funds advanced to Bingo will remain a loan accruing interest at 8% per annum until repaid by the Issuer. The Issuer has not retained a sponsor with respect to this transaction and is seeking a waiver of the sponsorship requirement from the TSX Venture Exchange. |