8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

June 1, 2002
Date of Report (Date of earliest event reported)

THE SANDS REGENT

(Exact name of registrant as specified in its charter)

Nevada (State or other Jurisdiction of Incorporation)	0-14050 (Commission File Number)	88-0201135 (IRS Employer Identification Number)
345 Arlington Ave. Reno, Nevada (Address of principal executive offices)		89501 (Zip Code)

(775) 348-2200
(Registrant’s telephone number, including area code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	Item 2. Acquisition or Disposition of Assets.
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.7
EXHIBIT 99.1

Item 2. Acquisition or Disposition of Assets.

     On June 1, 2002, Last Chance, Inc., a Nevada corporation and wholly-owned subsidiary of The Sands Regent, a Nevada corporation (“Last Chance”), completed the acquisition of certain assets (the “Acquired Assets”) of Prospector Gaming Enterprises, Inc., a Nevada corporation (“PGE”), pursuant to an Asset Purchase Agreement, dated as of December 27, 2001 (the “Purchase Agreement”).

The purchase price for the Acquired Assets, which is still subject to calculation, is expected to consist of approximately $2.6 million in cash, 377,083 shares of common stock of The Sands Regent, approximately $5.9 million of assumed and refinanced debt and a promissory note to be in the approximate amount of $6.5 million made by Last Chance in favor of PGE. The final purchase price will be calculated based on EBITDA (earnings before interest, taxes, depreciation and amortization) for the Gold Ranch Casino and RV Resort for the twelve months preceding the closing date of the acquisition. The cash paid in connection with the transaction came from invested cash of The Sands Regent in the approximate amount of $2.6 million, and borrowings by The Sands Regent under a ten-year revolving loan with the Reno Corporate Lending Division of Nevada State Bank.

Also on December 27, 2001, in connection with the Purchase Agreement, Last Chance entered into (i) a Gold Ranch Casino Lease (the “Casino Lease”) with PGE and Target Investments, LLC, a Nevada limited liability company (“Target”) whereby PGE and Target leased the real property on which the Gold Ranch Casino is located, the Gold Ranch Casino premises and certain other real estate to Last Chance, (ii) an Option to Purchase the Gold Ranch Casino Property (the “Casino Option”) with PGE and Target whereby PGE and Target granted an option to Last Chance to purchase the real property on which the Gold Ranch Casino is located, the Gold Ranch Casino premises, a California lottery station and the real estate on which it is located, and certain other real property, (iii) a Member’s Interest Purchase and Sale Agreement (the “Member’s Interest Agreement”) with Peter and Turkey Stremmel and Steve and Henrietta Stremmel (collectively the “Stremmels”) whereby the Stremmels agreed to sell their interests in the California lottery station business to Last Chance, (iv) an Option to Purchase All Assets of Gold Ranch RV Resort Business and Right of First Refusal (the “RV Asset Option”) with Gold Ranch R.V. Resort , LLC (“Gold Ranch LLC”) whereby Gold Ranch LLC granted an option to Last Chance to purchase the assets of the Gold Ranch RV Resort, (v) a Gold Ranch RV Resort Management Agreement (the “Management Agreement”) with Gold Ranch LLC whereby Gold Ranch LLC engaged Last Chance to manage and operate the day-to-day business of the Gold Ranch RV Resort, and (vi) an Option to Purchase the RV Park Property and Right of First Refusal (the “RV Property Option”) with PGE whereby PGE granted Last Chance an option to purchase the real property on which the Gold Ranch RV Park is located. The Casino Lease, the Casino Option, the Member’s Interest Agreement, the RV Asset Option, the Management Agreement, and the RV Property Option are referred to collectively herein as the “Other Agreements”.

On May 24, 2002, The Sands Regent and Last Chance entered into an Agreement with PGE, Target, Gold Ranch LLC, California Prospectors, Ltd., a Nevada limited liability company, Stremmel Capital Group, Ltd., a Nevada limited liability company, and Peter and Steve

1

Stremmel (the “Supplemental Agreement”) whereby the parties agreed to modify certain terms of the Purchase Agreement and the Other Agreements.

The foregoing description of the acquisition, the Purchase Agreement, the Other Agreements and the Supplemental Agreement is qualified in its entirety by reference to the Purchase Agreement, the Other Agreements, copies of which were attached as exhibits to the Current Report on Form 8-K filed by The Sands Regent on January 10, 2002, together with the Supplemental Agreement and the press release dated June 4, 2002 issued by The Sands Regent, attached as exhibits hereto, all of which are incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a)  Financial statements of business acquired. In accordance with Item 7(a)(4) of Form 8-K, Registrant will file such financial statements by amendment as soon as practicable, but not later than August 13, 2002.

(b)  Pro forma financial information. In accordance with Item 7(b)(2) of Form 8-K, Registrant will file such pro forma financial information by amendment as soon as practicable, but not later than August 13, 2002.

(c)  Exhibits. See Exhibit Index.

2

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE SANDS REGENT
Date: June 14, 2002	By:	/s/ DAVID R. WOOD
		Name:   David R. Wood Title:     Executive Vice President and Chief Financial Officer

3

EXHIBIT INDEX

Exhibit
Number	Document Description
2.1	Asset Purchase Agreement, dated as of December 27, 2001, by and between Prospector Gaming Enterprises, Inc., a Nevada corporation, and Last Chance, Inc., a Nevada corporation.*
10.1	Gold Ranch Casino Lease, dated as of December 27, 2001, by and between Last Chance, Inc., Prospector Gaming Enterprises, Inc. and Target Investments, L.L.C., a Nevada limited liability company.*
10.2	Option to Purchase the Gold Ranch Casino Property and Improvements, the Leach Field Property, the Frontage Parcel, the California Lottery Station and the California Lottery Property, and the Right of First Refusal, dated as of December 27, 2001, by and among Prospector Gaming Enterprises, Inc. Target Investments, L.L.C. and Last Chance, Inc.*
10.3	Member’s Interest Purchase and Sale Agreement, dated as of December 27, 2001, by and among Peter and Turkey Stremmel, husband and wife, Steve and Henrietta Stremmel, husband and wife, and Last Chance, Inc.*
10.4	Option to Purchase All Assets of Gold Ranch RV Resort Business and Right of First Refusal, dated as of December 27, 2001, by and between Gold Ranch R.V. Resort, LLC, a Nevada limited liability company, and Last Chance, Inc.*
10.5	Gold Ranch RV Resort Management Agreement, dated as of December 27, 2001 by and between Gold Ranch R.V. Resort, LLC, a Nevada limited liability company, and Last Chance, Inc.*
10.6	Option to Purchase the RV Park Property and Right of First Refusal, dated as of December 27, 2001, by and between Prospector Gaming Enterprises, Inc. and Last Chance, Inc.*
10.7	Agreement, dated as of May 24, 2002, by and between Prospector Gaming Enterprises, Inc., California Prospectors, Ltd., a Nevada limited liability company, Target Investments, LLC, Gold Ranch R.V. Resort, LLC, Stremel Capital Group, Ltd, a Nevada limited liability company, Steve Stremmel and Peter Stremmel, Last Chance, Inc., and The Sands Regent.
99.1	Press Release dated June 4, 2002.

* Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 10, 2002.

EX-10.7 3 a82397exv10w7.txt EXHIBIT 10.7 EXHIBIT 10.7 AGREEMENT THIS AGREEMENT ("Agreement") is made effective the 24th day of May, 2002, by and between Prospector Gaming Enterprises, Inc., a Nevada corporation doing business as Gold Ranch Casino & RV Resort (PGE), California Prospectors, Ltd., a Nevada limited liability company, Target Investments, LLC, a Nevada limited liability company, Gold Ranch R.V. Resort, LLC, a Nevada limited liability company, Stremmel Capital Group, Ltd., a Nevada limited liability company, Steve Stremmel and Peter Stremmel (collectively Sellers), and Last Chance, Inc., a Nevada Corporation (Last Chance), The Sands Regent, a Nevada corporation and Last Chance, Inc., a Nevada Corporation (cumulatively Buyers). A. Sellers and Last Chance are parties to one or more of the Integrated Agreements dated December 27, 2001, by which Last Chance will or may acquire from Sellers, by purchase, lease or option, the Gold Ranch Casino and RV Resort located at I-80 West, Exit 2, Gold Ranch Road, Verdi, Washoe County, Nevada, consisting of an 8,000 square foot casino offering 284 slot machines, a coffee shop style restaurant, 2 bars, a Jack In The Box restaurant operated by a third party, a video arcade, a convenience store, a 105 space RV Park, an ARCO gasoline station, a California Lottery Station, the real property upon which these facilities are located, and water and sewer services, all of which is more particularly described in the Integrated Agreements. B. The capitalized terms used in this Agreement shall have the meanings ascribed thereto in the Integrated Agreements unless specifically otherwise provided in this Agreement. C. The Purchase Price for the Acquired Assets under the Asset Purchase Agreement is to be paid in part by delivery by Last Chance of the Note which is to be modified, following the Closing, as provided in this Agreement. D. The parties have further agreed, following the Closing, to modify the terms of the Option To Purchase All Assets of Gold Ranch RV Resort Business, the Option To Purchase the RV Park Property, and the Option To Purchase The Gold Ranch Casino Property and Improvements, the Leach Field Property, the Frontage Parcel, the California Lottery Station and the California Lottery Property, and Right Of First Refusal (Option to Purchase the Gold Ranch Casino Property) in accordance with this Agreement. E. Nevada State Bank (Bank) and Buyers have entered into a Reducing Revolving Line of Credit Loan Agreement (Loan Agreement) which will provide financing for the acquisition by Buyers of the Gold Ranch Casino and RV Resort. Buyer's obligations under the Loan Agreement and related documents and agreements (Loan Documents) are to be collateralized by liens upon and security interests in and to various of the Integrated Agreements and the Integral Properties and Assets. 1 WHEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be bound, agree as follows: 1. Modification of the Note. The Note shall be modified to provide for the repayment of principal on a straight-line basis, together with interest, over a seven (7) year term with the entire balance of principal and interest all due and payable sixty (60) months from and after the date of execution of the Note. Except as modified herein, all of the terms and provisions stated in Section 2.6(d) of the Asset Purchase Agreement are hereby ratified, approved and confirmed. 2. Modification of the Option to Purchase the Gold Ranch Casino Property. Section 2 of the Option to Purchase the Gold Ranch Casino Property shall be modified to permit Last Chance to exercise the exclusive option, right and privilege to purchase the Option Assets commencing on the date the Note is paid in full or otherwise discharged to the mutual satisfaction of the parties and terminating on the date of the expiration of the term of the Option to Purchase the Gold Ranch Casino Property as provided in Section 4 thereof. Except as modified herein all other terms and conditions of the Option to Purchase the Gold Ranch Casino Property are hereby ratified, approved and confirmed. 3. Modification of the Option To Purchase the RV Park Property. Section 2 of the Option To Purchase the RV Park Property shall be modified to permit Last Chance to exercise the exclusive option, right and privilege to purchase the Option Assets commencing on the date that the Note is paid in full or otherwise discharged to the mutual satisfaction of the parties and terminating on the date of the expiration of the term of the Option to Purchase the RV Park Property as provided in Section 4 thereof, provided, however, that, in the event that Last Chance has exercised the Option to Purchase the Gold Ranch Casino Property, the Option To Purchase the RV Park Property must be exercised upon the earlier of: (i) the termination of all right, title and interest of Last Chance in, to and under the Integrated Agreements as the result of an arms-length transaction with a third party which is not an Affiliate, or (ii) the eighteenth (18th) anniversary of the Closing Date. Except as herein provided, the terms and conditions of the Option to Purchase the Gold Ranch Casino Property are hereby ratified, approved and confirmed. 4. Modification of the Option To Purchase All Assets of Gold Ranch RV Resort Business and Right of First Refusal. Section 2 of the Option To Purchase All Assets of Gold Ranch RV Resort Business shall be modified to permit Last Chance to exercise the exclusive option, right and privilege to purchase the Assets commencing on the date that the Note is paid in full or otherwise discharged to the mutual satisfaction of the parties and terminating on the date of the expiration of the term of the Option to Purchase All Assets of Gold Ranch RV Resort Business as provided in Section 4 thereof, provided, however, that, in the event that Last Chance has exercised the Option to Purchase the Gold Ranch Casino Property, the Option To Purchase the RV Park Property must be exercised upon the earlier of: (i) the termination of all right, 2 title and interest of Last Chance in, to and under the Integrated Agreements as the result of an arms-length transaction with a third party which is not an Affiliate, or (ii) the eighteenth (18th) anniversary of the Closing Date. Except as herein provided, the terms and conditions of the Option To Purchase All Assets of Gold Ranch RV Resort Business are hereby ratified, approved and confirmed. 5. Bank Approval. It is understood that, pursuant to the terms and conditions of the Loan Agreement and the Loan Documents, all modifications contemplated by this Agreement and the performance thereof are subject to approval by Nevada State Bank. 6. Additional Documents. Following the Closing and as permitted or required by the Loan Agreement and the Loan Documents, the parties agree to execute such additional documents as may be reasonably necessary to carry out the provisions of this Agreement. WHEREFORE, the parties have executed this Agreement effective the day and year first above written. Last Chance, Inc. Prospector Gaming Enterprises, Inc. a Nevada corporation a Nevada corporation By: /s/ Ferenc B. Szony By: /s/ Peter Stremmel --------------------------------- ---------------------------------- Its: President Its: President -------------------------------- --------------------------------- The Sands Regent, a Nevada corporation By: /s/ Ferenc B. Szony ---------------------------------- Its: President --------------------------------- Peter Stremmel Steve Stremmel /s/ Peter Stremmel /s/ Steve Stremmel - ------------------------------------ ------------------------------------- 3 Target Investments, L.L.C. Stremmel Capital Group, Ltd. By: /s/ Peter Stremmel By: /s/ Peter Stremmel --------------------------------- ---------------------------------- Its: Manager Its: Manager -------------------------------- --------------------------------- California Prospectors, L.L.C. Gold Ranch RV Resort, L.L.C. By: /s/ Peter Stremmel By: /s/ Peter Stremmel -------------------------------- --------------------------------- Its: Manager Its: Manager -------------------------------- --------------------------------- State of Nevada ) ) ss. County of Washoe ) This instrument was acknowledged before me on the 30th day of May, 2002, by Ferenc Szony, the President of Last Chance, Inc. /s/ Yvonne Cody -------------------------------------- Notary Public State of Nevada ) ) ss. County of Washoe ) This instrument was acknowledged before me on the 30th day of May, 2002, by Peter Stremmel, the President of Prospector Gaming Enterprises, Inc. /s/ Michelle Balogh -------------------------------------- Notary Public 4 State of Nevada ) ) ss. County of Washoe ) This instrument was acknowledged before me on the 30th day of May, 2002, by Ferenc B. Szony, the President of The Sands Regent, /s/ Yvonne Cody -------------------------------------- Notary Public State of Nevada ) ) ss. County of Washoe ) This instrument was acknowledged before me on the 30th day of May, 2002, by Peter Stremmel, the Manager of Target Investments, L.L.C. /s/ Michelle Balogh -------------------------------------- Notary Public State of Nevada ) ) ss. County of Washoe ) This instrument was acknowledged before me on the 30th day of May, 2002, by Peter Stremmel, the Manager of Stremmel Capital Group, Ltd. /s/ Michelle Balogh -------------------------------------- Notary Public State of Nevada ) ) ss. County of Washoe ) This instrument was acknowledged before me on the 30th day of May, 2002, by Peter Stremmel, the Manager of California Prospectors, L.L.C. /s/ Michelle Balogh -------------------------------------- Notary Public 5 State of Nevada ) ) ss. County of Washoe ) This instrument was acknowledged before me on the 30th day of May, 2002, by Peter Stremmel, the Manager of Gold Ranch RV Resort, L.L.C. /s/ Michelle Balogh -------------------------------------- Notary Public State of Nevada ) ) ss. County of Washoe ) This instrument was acknowledged before me on the 30th day of May, 2002, by Peter Stremmel. /s/ Michelle Balogh -------------------------------------- Notary Public State of Nevada ) ) ss. County of Washoe ) This instrument was acknowledged before me on the 30th day of May, 2002, by Steve Stremmel. /s/ Michelle Balogh -------------------------------------- Notary Public 6 EX-99.1 4 a82397exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 For Further Information: THE SANDS REGENT COFFIN COMMUNICATIONS GROUP 345 North Arlington Avenue 15300 Ventura Boulevard, Suite 303 Reno, NV 89501 Sherman Oaks, CA 91403 (775) 348-2210 (818) 789-0100 (775) 348-6241 Fax (818) 789-1152 Fax Contact: David Wood, CFO Contact: Sean Collins, Partner William Coffin, CEO FOR IMMEDIATE RELEASE: THE SANDS REGENT ANNOUNCES ACQUISITION OF GOLD RANCH CASINO AND RV RESORT AND FAVORABLE FINANCING RENO, NEVADA - JUNE 4, 2002 - The Sands Regent (NASDAQ: SNDS) today announced the acquisition of Gold Ranch Casino and RV Resort and new financing for both Gold Ranch and the Sands Regency Casino Hotel. As of midnight, June 1, 2002, the Company has taken over the ownership and operations of Gold Ranch Casino and RV Resort in Verdi, Nevada, 12 miles west of Reno. In connection with this acquisition, new financing has been obtained through the Reno Corporate Lending Division of Nevada State Bank in a $17 million revolving loan with a ten-year term. The proceeds from this loan were utilized to pay off approximately $10 million of existing long-term debt of the Sands Regency Casino and Hotel. The remaining $7 million was utilized for the acquisition of Gold Ranch Casino and RV Resort and working capital needs. The fixed interest rate, in the first five years, of approximately 7.2% is a significant improvement over the 10.75% interest rate previously paid on the $10 million of long-term debt paid off. Ferenc B. Szony, President and Chief Executive Officer of The Sands Regent, commented, "We are pleased with the addition of Gold Ranch Casino and RV Resort to our Company. Gold Ranch is the first casino you see when driving into northern Nevada on Interstate 80 from California and, when leaving Nevada, the last casino before the California State line. It is a draw with both its inexpensive ARCO gasoline station and its high-volume California lottery outlet." Mr. Szony noted, "Our marketing and sales team has already developed and is implementing marketing and advertising strategies for Gold Ranch. We believe these efforts, including cross-marketing with the Sands Regency Casino and Hotel, will result in an increase in market share for both properties." Mr. Szony stated further, "We are also very pleased with our new financing, which will benefit our Company because of its ten-year term and lower interest rate. We look forward to a long and fruitful relationship with Nevada State Bank." The Sands Regent owns and operates the Sands Regency Casino and Hotel in downtown Reno, Nevada and, now, Gold Ranch Casino and RV Resort in Verdi, Nevada. The Sands Regency is an 850-room hotel and casino with 29,000 square feet of gaming space offering table games, keno, bingo and slot machines. June 4, 2002 THE SANDS REGENT ANNOUNCES ACQUISITION OF GOLD RANCH CASINO AND RV RESORT AND FAVORABLE FINANCING Page 2 In addition to complete amenities and on-site brand-name restaurants, the Company's property also includes a 12,000-square-foot convention and meeting center which seats close to 1,000 people. The Gold Ranch Casino and RV Resort is located in Verdi, Nevada, twelve miles west of Reno. Gold Ranch offers approximately 300 slot machines in an 8,000 square foot casino, two restaurants, two bars, a 105-space RV park, a California lottery station, an ARCO gas station and a convenience store. Statements contained in this release which are not historical facts, are "forward-looking" statements as contemplated by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, including the potential impact of future gaming regulatory decisions, general and regional economic conditions, competition in the Reno area and from California Native American casino operations, the Company's possible need for outside financing to pursue its growth plans, and other risk factors detailed from time to time in The Sands Regent's periodic reports and registration statements filed with the Securities and Exchange Commission. Such risks could cause actual results to differ materially from those projected or implied in the forward-looking statements. CONTACT: DAVID R. WOOD, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER THE SANDS REGENT (775) 348-2210 OR SEAN COLLINS, PARTNER COFFIN COMMUNICATIONS GROUP (818) 789-0100 -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.7

                                                                    EXHIBIT 10.7


                                    AGREEMENT

        THIS AGREEMENT ("Agreement") is made effective the 24th day of May,
2002, by and between Prospector Gaming Enterprises, Inc., a Nevada corporation
doing business as Gold Ranch Casino & RV Resort (PGE), California Prospectors,
Ltd., a Nevada limited liability company, Target Investments, LLC, a Nevada
limited liability company, Gold Ranch R.V. Resort, LLC, a Nevada limited
liability company, Stremmel Capital Group, Ltd., a Nevada limited liability
company, Steve Stremmel and Peter Stremmel (collectively Sellers), and Last
Chance, Inc., a Nevada Corporation (Last Chance), The Sands Regent, a Nevada
corporation and Last Chance, Inc., a Nevada Corporation (cumulatively Buyers).

        A. Sellers and Last Chance are parties to one or more of the Integrated
Agreements dated December 27, 2001, by which Last Chance will or may acquire
from Sellers, by purchase, lease or option, the Gold Ranch Casino and RV Resort
located at I-80 West, Exit 2, Gold Ranch Road, Verdi, Washoe County, Nevada,
consisting of an 8,000 square foot casino offering 284 slot machines, a coffee
shop style restaurant, 2 bars, a Jack In The Box restaurant operated by a third
party, a video arcade, a convenience store, a 105 space RV Park, an ARCO
gasoline station, a California Lottery Station, the real property upon which
these facilities are located, and water and sewer services, all of which is more
particularly described in the Integrated Agreements.

        B. The capitalized terms used in this Agreement shall have the meanings
ascribed thereto in the Integrated Agreements unless specifically otherwise
provided in this Agreement.

        C. The Purchase Price for the Acquired Assets under the Asset Purchase
Agreement is to be paid in part by delivery by Last Chance of the Note which is
to be modified, following the Closing, as provided in this Agreement.

        D. The parties have further agreed, following the Closing, to modify the
terms of the Option To Purchase All Assets of Gold Ranch RV Resort Business, the
Option To Purchase the RV Park Property, and the Option To Purchase The Gold
Ranch Casino Property and Improvements, the Leach Field Property, the Frontage
Parcel, the California Lottery Station and the California Lottery Property, and
Right Of First Refusal (Option to Purchase the Gold Ranch Casino Property) in
accordance with this Agreement.

        E. Nevada State Bank (Bank) and Buyers have entered into a Reducing
Revolving Line of Credit Loan Agreement (Loan Agreement) which will provide
financing for the acquisition by Buyers of the Gold Ranch Casino and RV Resort.
Buyer's obligations under the Loan Agreement and related documents and
agreements (Loan Documents) are to be collateralized by liens upon and security
interests in and to various of the Integrated Agreements and the Integral
Properties and Assets.




                                       1


        WHEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be bound, agree as follows:

        1. Modification of the Note. The Note shall be modified to provide for
the repayment of principal on a straight-line basis, together with interest,
over a seven (7) year term with the entire balance of principal and interest all
due and payable sixty (60) months from and after the date of execution of the
Note. Except as modified herein, all of the terms and provisions stated in
Section 2.6(d) of the Asset Purchase Agreement are hereby ratified, approved and
confirmed.

        2. Modification of the Option to Purchase the Gold Ranch Casino
Property. Section 2 of the Option to Purchase the Gold Ranch Casino Property
shall be modified to permit Last Chance to exercise the exclusive option, right
and privilege to purchase the Option Assets commencing on the date the Note is
paid in full or otherwise discharged to the mutual satisfaction of the parties
and terminating on the date of the expiration of the term of the Option to
Purchase the Gold Ranch Casino Property as provided in Section 4 thereof. Except
as modified herein all other terms and conditions of the Option to Purchase the
Gold Ranch Casino Property are hereby ratified, approved and confirmed.

        3. Modification of the Option To Purchase the RV Park Property. Section
2 of the Option To Purchase the RV Park Property shall be modified to permit
Last Chance to exercise the exclusive option, right and privilege to purchase
the Option Assets commencing on the date that the Note is paid in full or
otherwise discharged to the mutual satisfaction of the parties and terminating
on the date of the expiration of the term of the Option to Purchase the RV Park
Property as provided in Section 4 thereof, provided, however, that, in the event
that Last Chance has exercised the Option to Purchase the Gold Ranch Casino
Property, the Option To Purchase the RV Park Property must be exercised upon the
earlier of: (i) the termination of all right, title and interest of Last Chance
in, to and under the Integrated Agreements as the result of an arms-length
transaction with a third party which is not an Affiliate, or (ii) the eighteenth
(18th) anniversary of the Closing Date. Except as herein provided, the terms and
conditions of the Option to Purchase the Gold Ranch Casino Property are hereby
ratified, approved and confirmed.

        4. Modification of the Option To Purchase All Assets of Gold Ranch RV
Resort Business and Right of First Refusal. Section 2 of the Option To Purchase
All Assets of Gold Ranch RV Resort Business shall be modified to permit Last
Chance to exercise the exclusive option, right and privilege to purchase the
Assets commencing on the date that the Note is paid in full or otherwise
discharged to the mutual satisfaction of the parties and terminating on the date
of the expiration of the term of the Option to Purchase All Assets of Gold Ranch
RV Resort Business as provided in Section 4 thereof, provided, however, that, in
the event that Last Chance has exercised the Option to Purchase the Gold Ranch
Casino Property, the Option To Purchase the RV Park Property must be exercised
upon the earlier of: (i) the termination of all right,




                                       2


title and interest of Last Chance in, to and under the Integrated Agreements as
the result of an arms-length transaction with a third party which is not an
Affiliate, or (ii) the eighteenth (18th) anniversary of the Closing Date. Except
as herein provided, the terms and conditions of the Option To Purchase All
Assets of Gold Ranch RV Resort Business are hereby ratified, approved and
confirmed.

        5. Bank Approval. It is understood that, pursuant to the terms and
conditions of the Loan Agreement and the Loan Documents, all modifications
contemplated by this Agreement and the performance thereof are subject to
approval by Nevada State Bank.

        6. Additional Documents. Following the Closing and as permitted or
required by the Loan Agreement and the Loan Documents, the parties agree to
execute such additional documents as may be reasonably necessary to carry out
the provisions of this Agreement.

        WHEREFORE, the parties have executed this Agreement effective the day
and year first above written.

Last Chance, Inc.                          Prospector Gaming Enterprises, Inc.
a Nevada corporation                       a Nevada corporation


By:  /s/ Ferenc B. Szony                   By:  /s/ Peter Stremmel
   ---------------------------------          ----------------------------------
Its:  President                            Its: President
    --------------------------------           ---------------------------------


The Sands Regent,
a Nevada corporation

By:  /s/ Ferenc B. Szony
   ----------------------------------
Its:  President
    ---------------------------------


Peter Stremmel                             Steve Stremmel

 /s/ Peter Stremmel                         /s/ Steve Stremmel
- ------------------------------------       -------------------------------------



                                       3



Target Investments, L.L.C.                 Stremmel Capital Group, Ltd.


By: /s/ Peter Stremmel                     By: /s/ Peter Stremmel
   ---------------------------------          ----------------------------------

Its: Manager                               Its: Manager
    --------------------------------           ---------------------------------


California Prospectors, L.L.C.             Gold Ranch RV Resort, L.L.C.


By:  /s/ Peter Stremmel                    By:  /s/ Peter Stremmel
    --------------------------------           ---------------------------------
Its: Manager                               Its: Manager
    --------------------------------           ---------------------------------


State of Nevada       )
                      ) ss.
County of Washoe      )

        This instrument was acknowledged before me on the 30th day of May, 2002,
by Ferenc Szony, the President of Last Chance, Inc.

                                   /s/ Yvonne Cody
                                  --------------------------------------
                                  Notary Public


State of Nevada       )
                      ) ss.
County of Washoe      )

        This instrument was acknowledged before me on the 30th day of May, 2002,
by Peter Stremmel, the President of Prospector Gaming Enterprises, Inc.

                                   /s/ Michelle Balogh
                                  --------------------------------------
                                  Notary Public



                                       4


State of Nevada       )
                      ) ss.
County of Washoe      )

        This instrument was acknowledged before me on the 30th day of May, 2002,
by Ferenc B. Szony, the President of The Sands Regent,

                                   /s/ Yvonne Cody
                                  --------------------------------------
                                  Notary Public

State of Nevada       )
                      ) ss.
County of Washoe      )

        This instrument was acknowledged before me on the 30th day of May, 2002,
by Peter Stremmel, the Manager of Target Investments, L.L.C.

                                  /s/ Michelle Balogh
                                  --------------------------------------
                                  Notary Public

State of Nevada       )
                      ) ss.
County of Washoe      )

        This instrument was acknowledged before me on the 30th day of May, 2002,
by Peter Stremmel, the Manager of Stremmel Capital Group, Ltd.

                                  /s/ Michelle Balogh
                                  --------------------------------------
                                  Notary Public

State of Nevada       )
                      ) ss.
County of Washoe      )

        This instrument was acknowledged before me on the 30th day of May, 2002,
by Peter Stremmel, the Manager of California Prospectors,
L.L.C.

                                  /s/ Michelle Balogh
                                  --------------------------------------
                                  Notary Public




                                       5


State of Nevada       )
                      ) ss.
County of Washoe      )

        This instrument was acknowledged before me on the 30th day of May, 2002,
by Peter Stremmel, the Manager of Gold Ranch RV Resort, L.L.C.

                                  /s/ Michelle Balogh
                                  --------------------------------------
                                  Notary Public

State of Nevada       )
                      ) ss.
County of Washoe      )

        This instrument was acknowledged before me on the 30th day of May, 2002,
by Peter Stremmel.

                                   /s/ Michelle Balogh
                                  --------------------------------------
                                  Notary Public

State of Nevada       )
                      ) ss.
County of Washoe      )

        This instrument was acknowledged before me on the 30th day of May, 2002,
by Steve Stremmel.
                                   /s/ Michelle Balogh
                                  --------------------------------------
                                  Notary Public



                                       6

EX-99.1

                                                                    EXHIBIT 99.1

For Further Information:

THE SANDS REGENT                          COFFIN COMMUNICATIONS GROUP
345 North Arlington Avenue                15300 Ventura Boulevard, Suite 303
Reno, NV  89501                           Sherman Oaks, CA  91403
(775) 348-2210                            (818) 789-0100
(775) 348-6241 Fax                        (818) 789-1152 Fax
Contact:  David Wood, CFO                 Contact: Sean Collins, Partner
                                                        William Coffin, CEO

FOR IMMEDIATE RELEASE:

                    THE SANDS REGENT ANNOUNCES ACQUISITION OF
             GOLD RANCH CASINO AND RV RESORT AND FAVORABLE FINANCING

RENO, NEVADA - JUNE 4, 2002 - The Sands Regent (NASDAQ: SNDS) today announced
the acquisition of Gold Ranch Casino and RV Resort and new financing for both
Gold Ranch and the Sands Regency Casino Hotel.

As of midnight, June 1, 2002, the Company has taken over the ownership and
operations of Gold Ranch Casino and RV Resort in Verdi, Nevada, 12 miles west of
Reno.

In connection with this acquisition, new financing has been obtained through the
Reno Corporate Lending Division of Nevada State Bank in a $17 million revolving
loan with a ten-year term. The proceeds from this loan were utilized to pay off
approximately $10 million of existing long-term debt of the Sands Regency Casino
and Hotel. The remaining $7 million was utilized for the acquisition of Gold
Ranch Casino and RV Resort and working capital needs. The fixed interest rate,
in the first five years, of approximately 7.2% is a significant improvement over
the 10.75% interest rate previously paid on the $10 million of long-term debt
paid off.

Ferenc B. Szony, President and Chief Executive Officer of The Sands Regent,
commented, "We are pleased with the addition of Gold Ranch Casino and RV Resort
to our Company. Gold Ranch is the first casino you see when driving into
northern Nevada on Interstate 80 from California and, when leaving Nevada, the
last casino before the California State line. It is a draw with both its
inexpensive ARCO gasoline station and its high-volume California lottery
outlet."

Mr. Szony noted, "Our marketing and sales team has already developed and is
implementing marketing and advertising strategies for Gold Ranch. We believe
these efforts, including cross-marketing with the Sands Regency Casino and
Hotel, will result in an increase in market share for both properties."

Mr. Szony stated further, "We are also very pleased with our new financing,
which will benefit our Company because of its ten-year term and lower interest
rate. We look forward to a long and fruitful relationship with Nevada State
Bank."

The Sands Regent owns and operates the Sands Regency Casino and Hotel in
downtown Reno, Nevada and, now, Gold Ranch Casino and RV Resort in Verdi,
Nevada. The Sands Regency is an 850-room hotel and casino with 29,000 square
feet of gaming space offering table games, keno, bingo and slot machines.





June 4, 2002   THE SANDS REGENT ANNOUNCES ACQUISITION OF GOLD RANCH CASINO
               AND RV RESORT AND FAVORABLE FINANCING                      Page 2


In addition to complete amenities and on-site brand-name restaurants, the
Company's property also includes a 12,000-square-foot convention and meeting
center which seats close to 1,000 people.

The Gold Ranch Casino and RV Resort is located in Verdi, Nevada, twelve miles
west of Reno. Gold Ranch offers approximately 300 slot machines in an 8,000
square foot casino, two restaurants, two bars, a 105-space RV park, a California
lottery station, an ARCO gas station and a convenience store.

Statements contained in this release which are not historical facts, are
"forward-looking" statements as contemplated by the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risks and uncertainties, including the potential impact of future gaming
regulatory decisions, general and regional economic conditions, competition in
the Reno area and from California Native American casino operations, the
Company's possible need for outside financing to pursue its growth plans, and
other risk factors detailed from time to time in The Sands Regent's periodic
reports and registration statements filed with the Securities and Exchange
Commission. Such risks could cause actual results to differ materially from
those projected or implied in the forward-looking statements.

CONTACT:

DAVID R. WOOD, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
THE SANDS REGENT
(775) 348-2210

OR

SEAN COLLINS, PARTNER
COFFIN COMMUNICATIONS GROUP
(818) 789-0100