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EXHIBIT 99.1
SPECIAL MEETING OF THE BOARD OF DIRECTORS OF
PAN INTERNATIONAL GAMING, INC.
A Special Meeting of the Board of Directors was held on Thursday, May 4,
2000 at 74-133 El Paseo, Suite 9, Palm Desert, CA 92260. All directors were
present or consented to the holding of the meeting and waived any notice of the
meeting.
Jerry Cornwell acted as Chairman and Clifford M. Johnston acted as
Secretary.
The Chairman stated that the purpose of the meeting was to approve the
settlement agreements for PAN's $395,250 in convertible notes owed via the
issuance of 475,917 shares of PAN's common stock (copies of Settlement
Agreements attached).
After discussion and upon motion duly made and seconded, it was
unanimously,
"RESOLVED, That the Board of Directors of PAN International Gaming, Inc.
deem it in the best interests of the Company to approve the settlement
agreements with the Company for its $395,250 in outstanding convertible
notes owed via the issuance of 475,917 shares of the Company's common
stock; and
"FURTHER RESOLVED, the Board of Directors hereby authorize the officers
of the Company to execute such settlement agreements and to issue
475,917 shares of the Company's common stock in settlement thereof."
The Chairman then stated that the settlement agreements provide that PAN
or one or more third parties chosen by PAN shall have the option of purchasing
such 475,917 shares based on the option price contained in the debt settlement
agreements which varied from $0.50 per share in the case of the 114,000 Combias
shares, $0.75 per share for the 66,667 Goldberg shares owned by Combias, and
$1.00 per share for the 281,250 Whitmore, Niciforo, Fujiwara, Haddad and
Sommerville shares.
The Chairman further stated that PAN had no funds to retire such shares
to treasury and, therefore, a third party purchaser should be appointed and the
options should be assigned to such third party purchaser who would then keep all
the excess funds received above the option price, less attorneys fees incident
to the debt settlements. There being no one to undertake this obligation, the
Chairman stated that Bristol Media, Ltd., a Vancouver, British Columbia
corporation, wholly owned by himself (Jerry Cornwell) at the time would be
willing to undertake the obligation, including the payment of attorneys fees in
the amount of approximately $14,000.
After discussion and upon motion duly made and seconded, it was
unanimously,
MINUTES OF SPECIAL MEETING
PAN INTERNATIONAL GAMING, INC.
MAY 4, 2000
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"RESOLVED, That the Board of Director of PAN International Gaming, Inc.
deem it in the best interests of the Company to grant the option to purchase the
475,917 settlement shares to Bristol Media, Ltd., provided that Bristol Media,
Ltd. also pay the almost $14,000 in legal fees due on the debt settlement
transaction; and
"FURTHER RESOLVED, That the Board of Directors authorize the officers of
the Company to execute the assignment of such options to Bristol Media,
Ltd."
There being no further business, the meeting was duly adjourned.
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Clifford M. Johnston, Secretary
MINUTES APPROVED;
NOTICE OF MEETING WAIVED:
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Jerry Cornwell, Director
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Clifford M. Johnston, Director
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Kenneth A. Burns, Director
MINUTES OF SPECIAL MEETING
PAN INTERNATIONAL GAMING, INC.
MAY 4, 2000
