GAMX/P-Poker Televison Network
The Shareholders of Galactic Gaming, Inc. have Approved a 'Reverse Merger' with Aces & Eights, LLC
DENVER, Jan 16, 2004 (PRIMEZONE via COMTEX) -- 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.
