PSE Circular for Brokers No. 1811-99

July 22, 1999 PSE CIRCULAR FOR BROKERS NO. 1811-99 July 21, 1999 THE PHILIPPINE STOCK EXCHANGE PSE Center, Exchange Road, Ortigas Center Pasig City Attention: Ms . Luisa W . Buenaventura Supervisor, Disclosure Department Gentlemen : Please be informed that at the special meeting of the Board of Directors of BW Resource Corporation held on 20 July 1999, at which a quorum existed, the Board approved that the Corporation shall be the co-borrower of Best World Gaming & Entertainment Corporation for its loan with Philippine National Bank. Further, the corporate properties of BWRC located at Tagaytay City shall be mortgaged with PNB to secure the said obligation. Please find attached herewith copy of the Board Resolution and the Secretary's Certificate for your reference. LLpr Very truly yours, BW RESOURCE CORPORATION By: (SGD.) JOSE SALVADOR M. RIVERA, JR. Corporate Secretary BOARD RESOLUTION We the Board of Directors of BW RESOURCE CORPORATION a Corporation duly organized under and by virtue of the laws of the Philippines with address at 26/F Chatham House, 116 Valero cor. Herrera Sts., Salcedo Village, Makati City, do hereby certify that: WHEREAS, the stockholders of Best Gaming & Entertainment Corporation (BWGEC) and BW Resource Corporation (BWRC) are negotiating the acquisition by the latter of the entire subscribed capital of BWGEC; WHEREAS, in a special meeting of the Board of Directors of BWRC held on 20 July 1999 , it was the consensus that it would be in the interest of BWRC to be the co-borrower of BWGEC for its loan with Philippine National Bank (PNB) to protect the business interests of BWRC with BWGEC; WHEREAS, corporate properties of BWRC may be mortgaged with PNB to secure the said obligation; NOW, THEREFORE, for and in consideration of the foregoing, the Board of Directors of BWRC hereby resolves, as follows. " RESOLVED, as it is hereby RESOLVED , that BWRC shall be the joint and solidary co-borrower of BWGEC for its loan with PNB in the principal amount of PESOS, SIX HUNDRED MILLION ONLY (P600,000,000.00), RESOLVED, FURTHER that the corporate real estate covered by TCT Nos. T-29791 & T-29792 shall be mortgaged to secure the said obligation, the interests, penalties, fees charged thereon, as well as all other obligations of BWRC to PNB of whatever kind and nature, whether such obligations have been contracted before, during or after the date hereof; RESOLVED, FINALLY , that the President of BWRC, Eduardo G. Lim, Jr. be as he is hereby authorized to sign any and all documents that may be required by PNB to effect the said transactions." IN WITNESS WHEREOF the parties have hereunto set their hands this 21 July 1999 at Makati City. (SGD.) EDUARDO G. LIM, JR (SGD.) FRANCIS ABLAN (SGD.) OWEN S. CARSI CRUZ (SGD.) JOSE P. DE JESUS (SGD.) ALFREDO ANTONIO (SGD.) KAY SWEE TUAN (SGD.) GERARDO GARCIA SUBSCRIBED AND SWORN to before me this 21 July 1999 personally appeared the following: Name CTC No. Date/Place Issued Eduardo G. Lim, Jr. 00112372 4/15/99 Makati Francis Ablan Alfredo Antonio 00536169 4/12/99 Pasig City Owen S. Carsi Cruz 07892152 3/26/99 Manila Jose P. De Jesus 09074113 3/17/99 Manila Gerardo Garcia 00061201 3/09/99 Makati ATTY. RONALD M. CARINGAL Notary Public Until December 1999 PTR No . 0064571 1-19 99 Pasig Doc. No. 32 Page No. 7 Book No. II Series of 1999 REPUBLIC OF THE PHILIPPINES) MAKATI CITY )S.S SECRETARY'S CERTIFICATE I, JOSE SALVADOR M . RIVERA, JR ., of legal age, Filipino and with office address at W290D West Tower Philippine Stock Exchange Center Exchange Road. Ortigas Center, Pasig City, after being duly sworn to in accordance with law, hereby depose and states 1. I am the Corporate Secretary of BW RESOURCE CORPORATION, a domestic corporation duly organized and existing under and by virtue of the laws of the Philippines with address at 10/F Chatham House No. 116 Valero cor. Herrera Sts. Salcedo Village, Makati City. 2. I hereby certify that at a special meeting of the Board of Directors of the Corporation held on 20 July 1999, the following resolutions were adopted and approved. " RESOLVED, as it is hereby RESOLVED , that BWRC shall be the joint and solidary co-borrower of BWGEC for its loan with PNB in the principal amount of PESOS, SIX HUNDRED MILLION ONLY (P600,000,000.00), aisadc RESOLVED, FURTHER that the corporate real estate covered by TCT Nos. F-29791 AND F-29792 shall be mortgaged to secure the said obligation, the interests, penalties, fees charged thereon, as well as all other obligations of BWRC to PNB of whatever kind and nature, whether such obligations have been contracted before, during or after the date hereof; RESOLVED, FINALLY , that the President of BWRC, Eduardo G. Lim, Jr. be as he is hereby authorized to sign any and all documents that may be required by PNB to effect the said transactions". IN WITNESS WHEREOF , I have hereunto set my hand this 21st day of July 1999 at Makati City. (SGD.) JOSE SALVADOR M. RIVERA, JR. Corporate Secretary SUBSCRIBED AND SWORN to before me this 21 July 1999 affiant exhibiting to me his Community Tax Certificate No. 0465110 issued on 1-14-99 at Pasig. ATTY. RONALDO M. CARINGAL Notary Public Until Dec . 31, 1999 PTR No . 00064571 ; 1-19-99 ; Pasig Doc. No. 32 Page No. 7 Book No. II Series of 1999