PSE Circular for Brokers No. 2536-99

October 6, 1999 PSE CIRCULAR FOR BROKERS NO. 2536-99 October 5, 1999 THE PHILIPPINE STOCK EXCHANGE PSE Center, Exchange Road, Ortigas Center, Pasig City Attention: Ms . Luisa W . Buenaventura Supervisor, Disclosure Department Gentlemen: Please find attached herewith is a copy of the Minutes of the Directors' meeting of BW Resource Corporation held on October 4, 1999. prcd Very truly yours, BW RESOURCE CORPORATION By: (SGD.) JOSE SALVADOR M. RIVERA, JR. Corporate Secretary MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS ON BW RESOURCE CORPORATION HELD ON 04 OCTOBER 1999 HELD AT 26th FLOOR CHATHAM HOUSE, NO. 116 VALERO COR. HERRERA STS. SALCEDO VILLAGE, MAKATI CITY AT 3 : 00 PM . DIRECTORS PRESENT : ALSO PRESENT : EDUARDO G. LIM, JR. JOSE SALVADOR M. RIVERA, JR. GERARDO GARCIA FRANCIS ABLAN SANTIAGO S. CUA, JR. OWEN S. CARSI CRUZ KAY SWEE TUAN I. Call To Order The meeting was called at 3:30 P.M. The President Mr. Eduardo G. Lim, Jr. presided over the meeting and the Corporate Secretary Atty. J Salvador M. Rivera, Jr. recorded the meeting. II. Proof of Due Notice of Meeting and Existence of Quorum The Corporate Secretary certify that there is a quorum to do business and all the directors were present. III. Reading and Approval of the Previous Minutes of the Directors' Meeting Mr. Santiago Cua, Jr. observed that there is an error in the minutes of the previous meeting. He was reported to be present when in fact he was absent. Ms. Kay Swee Tuan on the other hand was reported to be absent while she was present. The Corporate secretary admitted that there was a mistake in the minutes. Upon motion duly made and seconded, the board directed the Corporate Secretary to amend and correct the minutes of the previous meeting to reflect that Mr. Santiago Cua, Jr. be marked was absent and Ms Kay Swee Tuan was present. cdll IV. Amendments of the Articles of Incorporation The President proposed that the articles of incorporation of the corporation be amended for the following reasons: (a) there is a need to change the name of BW Resource Corporation to BW Resources Corporation. The reason is that the articles state the name of the corporation to be BW Resource Corporation but the corporation is now widely known to the public as BW Resources Corporation. The change in name is for the benefit of the public and to avoid any confusion; (b) there is a need to increase the number of directors to 11. The need to increase the number of directors is to give a better representation for stockholders in the board and to further democratized the decision making process in management. After discussion the Board approved that the articles be amended for the above stated reasons and pass the following resolutions: "RESOLVED, as it is hereby resolved the Corporation change the name of BW Resource Corporation to BW Resources Corporation. RESOLVED, FURTHER, that the Corporation increase the number of directors to eleven (11)". V. Approval of the Acquisition of Properties in Exchange for Shares of Stock . The President reminded the Board that during the August 9, 1999 Directors meeting, the President reported on the status of the negotiation for the acquisition of the Tivoli Royale. Oranbo property and Rightland Property and that these properties were described and presented to the Board during the past meetings The President then reported to the Board of the results of the negotiation for the acquisition of these three (3) properties in exchange for Shares of Stock. The Tivoli Royale. The President reported that the results of the negotiations is that the property can be acquired for One Billion shares of stocks at par value of BW Resource Corporation. cdll Upon inquiry of the board, the President informed the Board that in the event that this transaction materializes there will be a lock up period of one year for the shares to be exchanged for the property. After further discussion on the matter, the Board upon motion duly made pass the following resolution: RESOLVED, as it is hereby resolved the Board hereby authorizes its President, Eduardo G. Lim, Jr. to finalize the negotiation for the acquisition of Tivoli Royale up to the amount of One Billion shares of stocks at par value. The Oranbo Property. The President reported that the results of the negotiations is that the property can be acquired for One Billion Two Hundred Fifty Million shares of stocks at par value of BW Resource Corporation. Upon inquiry of the board the President informed the Board in the event that this transaction materializes there will be a lock up period of one year for the shares to be exchanged for the property. After further discussion on the matter the Board upon motion duly made pass the following Resolution: RESOLVED, as it is hereby resolved the Board hereby authorizes its President Eduardo G. Lim Jr. to finalize the negotiation for the acquisition of Oranbo Property up to the amount of One Billion Two Hundred Fifty Million shares of stocks at par value. The Rightland Property. The President reported that the results of the negotiations is that the property can be acquired for One Hundred Million shares of stocks at par value of BW Resource Corporation. cdlex Upon inquiry of the board, the President informed the Board in the event that this transaction materializes there will be a lock up period of one year for the shares to be exchanged for the property. After further discussion on the matter, the Board upon motion duly made pass the following resolution: RESOLVED, as it is hereby resolved the Board hereby authorizes its President, Eduardo a. Lim Jr. to finalize the negotiation for the acquisition of Rightland property up to the amount of One Hundred Million shares of stocks at par value. VI. Acquisition of Bingo Bonanza and Bingo Pilipino A. Acquisition of Bingo Pilipino The Chief Finance Officer of Best World Gaming & Entertainment Corp., Mr. Raul Sagullo made a presentation to the Board regarding the business of Best World Gaming and Entertainment Corporation. He explained to the Board that Best World Gaming and Entertainment Corp. has a grant of authority to operate a nationwide computerized on-line Bingo from PAGCOR. He further described the corporate structure of Best World Gaming & Entertainment Corp. and its current operation and financial projection. After further discussion on the matter the board made a consensus that the acquisition of Best World Gaming & Entertainment Corp. would be to the advantage of the company. Upon motion duly made, the Board therefore authorizes the President to start and continue negotiation for the acquisition of Best World Gaming & Entertainment Corp. up to the amount of 3.5 Billion Pesos in exchange for shares of stocks at par value. Thus, the following resolution was adopted and approved: RESOLVED, as it is hereby resolved that the Board authorizes its President Eduardo G. Lim, Jr. to start and continue negotiation for the acquisition of Bingo Pilipino in exchange for shares of stocks up to the amount of 3.5 Billion Pesos at par value. B. Acquisition of Bingo Bonanza Atty. J. Salvador M. Rivera Jr. discussed the possibility of acquiring AB Leisure Company. He explained that AB Leisure has been granted the authority by PAGCOR to operate several conventional Bingo parlors in the country. They have been operating these bingo parlors at prime malls and locations in Metro Manila area and other key cities. In acquiring Best World Gaming and Entertainment Corp., it would make sense and strengthen the company operation if AB Leisure sites are acquired and integrated to nationwide on-line Bingo operation. The Board was informed that financial of AB Leisure has shown a very good track record in terms of profit during the period of its operation. After further discussion the board authorized the President to initiate and continue negotiation for the acquisition of AB Leisure Corporation. Thus. the following resolution was adopted and approved: RESOLVED, as it is hereby resolved that the Board authorizes its President Eduardo G. Lim Jr. to start and continue necessary negotiation for the acquisition of Bingo Bonanza in exchange for shares of stocks up to the amount of One Billion at par value. VII. Status of the Increase in Capitalization to 2 Billion Atty. Owen Carsi Cruz reported that the increase in capitalization of the Corporation which was filed to SEC has been approved, however, listing with PSE is still pending. According to him the increase will be listed in PSE with the following conditions. 1. Megaworld deliver title to BW Resource Corp. 2. The stock certificate be issued to Megaworld 3. Submit the Escrow Agreement. VIII. Agreement between BWRC Group and Walter Group The President informed the Board that Walter group is interested in building the Sheraton Marina Hotel for BWRC on built operate on turn key basis. The President has been meeting with Walter group in this regard and set October 8 1999 to firm up and make clear its commitments in this regard by this date. IX. Postponement and Resetting of Date of Annual Stockholders' Meeting On motion duly made and seconded the Annual Stockholders Meeting of the Corporation which was earlier set on October 25 1999 at the Tivoly Royale Ballroom be postponed and reset on November 23, 1999 at 3:00 P.M. at New World Hotel, Makati. XI. Adjournment . There being no other matter to discussed, meeting was adjourned at 5:10 o'clock in the afternoon. (SGD.) JOSE SALVADOR M. RIVERA Corporate Secretary