SAN ANTONIO, TX— A luxury resort, management and development company headed by industry veteran Clyde Culp III has inked a share-exchange agreement with Simmetech Inc. in an effort to become more visible and opportunistic. Culp, the former CEO of Embassy Suites and President of Holiday Inns (now Intercontinental Hotels Group) and Harrahs, will lead the new entity, Jaguar Resorts, Inc., in developing five-star luxury resorts. Culp indicated operating as a public company will increase exposure, create capital opportunities and add a level of prestige. The company’s management has spent three years working on its first development in San Miguel de Allende, Mexico, and has completed the permitting process and will begin initial marketing n the coming months. Under the agreement, Simmetech will issue approximately 50,000,000 shares of its stock in exchange for 100% of all outstanding shares of Jaguar Resorts, Inc. The resort company will now operate as a wholly owned subsidiary of Simmetech, Inc. As part of this transaction there will be a reverse stock split of one share for two shares effective July 26, 2004. A new Board will be established to facilitate Simmetechs change in its business line. Officers and management of Jaguar Resorts, Inc. will maintain their present positions. Robert Wasson will resign his position of CEO of Simmetech Inc. but will maintain a Board seat and will be contracted as a planning consultant for a one-year term.