DENVER, Jan. 15, 2004 (PRIMEZONE) -- Galactic Gaming, Inc. (the "Company") (Pink Sheets:GAMX) announced that its shareholders have approved and authorized the Company to enter into an agreement and plan of reorganization with Aces & Eights, LLC, a Nevada limited liability company.
The reorganization will take the form of a Type B reorganization under Section 368(a)(1)(B) of the Internal Revenue Code, as amended.
The plan of reorganization approved by the shareholders increases the authorized shares of common stock to 1 billion shares, and creates two new classes of preferred shares (Class A & B) that will be used to convert the Company's debt into equity, and to provide the holders of the Class A and B preferred shares with priority rights to any distributions from the Company's current litigation involving its attempts to own and operate a casino in Central City, Colorado. The plan also provides for the creation of a third class of preferred stock (Class C) that will have only voting rights and will be issued to the members of Aces & Eights, LLC as part of the reorganization.
The merger is expressly conditioned upon a minimum of 90 percent of Galactic's creditors agreeing to exchange the principal amount of the debt due them for Class A preferred stock, and upon Aces & Eights' current management raising a minimum of $75,000.00 within 60 days of Closing and a maximum of $350,000.00 within 90 days of Closing for the reorganized company. If the maximum is raised, Galactic's current shareholders and creditors will own approximately 16 percent of the reorganized company. The closing of the Reorganization is scheduled to occur no later than January 31, 2004. The reorganized company will change its name to Aces and Eights Entertainment, Inc.
Aces & Eights, LLC was recently formed to produce, distribute and license cable television programming that combines the current trends of tournament poker with reality television. Upon completion of the reorganization, Aces and Eights current management will replace Galactic's current management and will shift the focus of the reorganized company to the development and licensing of reality based television programming for distribution on cable TV.
For further information, contact Richard M. Greene, Secretary, Galactic Gaming, Inc. at 336-274-3200, or Christopher C. Seminatore, Managing Partner, Aces & Eights, LLC, at 949-400-4174.
"Forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 may be included in this news release. These statements relate to future events or our future financial performance. These statements are only predictions and may differ materially from actual future events or results. Galactic Gaming, Inc. disclaims any intention or obligation to revise any forward-looking statements whether as a result of new information, future developments or otherwise. Some of the important risk factors that could cause actual results to differ from those contained in forward-looking statements, include, but are not limited to, risks associated with our ability to (i) conclude the terms of the merger agreement, (ii) obtain necessary approvals from our creditors, (iii) changes in general economic and business conditions (including reality cable TV, tournament poker programs and cable TV industry), (iv) actions of our competitors, (v) the extent to which we are able to develop new cable TV programs and markets for our programs, (vi) risks in connection with acquisitions, (vii) the time and expense involved in such development activities, (viii) the level of demand and market acceptance of our programs and (ix) changes in our business strategies.
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