425

UNITED STATES

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

Date of Report (Date of earliest event reported): February 19, 2020

LEISURE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-38306	82-2755287
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

250 West 57^th Street, Suite 2223

New York, New York 10107

(Address of principal executive offices) (Zip Code)

(646) 565-6940

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	LACQ	The Nasdaq Stock Market LLC
Warrants to purchase one share of Common Stock	LACQW	The Nasdaq Stock Market LLC
Units, each consisting of one share of Common Stock and one-half of one Warrant	LACQU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure.

On January 7, 2020, Leisure Acquisition Corp., a Delaware corporation (“LACQ”) furnished an investor presentation relating to its previously announced business combination (the “Business Combination”) with GTWY Holdings Limited (“GTWY”), the holding company for Gateway Casinos & Entertainment Limited (together with affiliates, “Gateway” or the “Company”). Updated presentations were furnished on January 27, 2020 and February 11, 2020.

LACQ is furnishing an updated form of investor presentation that is attached as Exhibit 99.1 and incorporated by reference herein. LACQ may use such presentation in meetings with certain of its stockholders, as well as other persons who might be interested in purchasing securities in connection with the proposed Business Combination.

The information set forth in this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Additional Information

In connection with the Business Combination, LACQ has filed a preliminary proxy statement / prospectus and will file a definitive proxy statement / prospectus with the SEC and will mail a definitive proxy statement / prospectus and other relevant documents to its stockholders. In addition, a Registration Statement on Form F-4 was filed with the SEC by the Company that includes the preliminary proxy statement / prospectus and will be utilized for the registration of the securities to be issued in the Business Combination. Investors and security holders of LACQ are advised to read the preliminary proxy statement, the prospectus, amendments thereto, and, when available, the definitive proxy statement / prospectus in connection with LACQ’s solicitation of proxies for its stockholders’ meeting to be held to approve the Business Combination because the proxy statement / prospectus will contain important information about the Business Combination and the parties to it. The definitive proxy statement / prospectus will be mailed to stockholders of LACQ as of a record date to be established for voting on the Business Combination. Stockholders will also be able to obtain copies of the proxy statement / prospectus, without charge, once available, at the SEC’s website at www.sec.gov or by directing a written request to Leisure Acquisition Corp., 250 West 57th Street, Suite 2223, New York, New York 10017.

Some of the Company’s financial information and data contained herein and in the exhibit hereto does not conform to SEC Regulation S-X in that it includes certain financial information identified therein that is not derived in accordance with International Financial Reporting Standards (“IFRS”). Accordingly, such information and data may be adjusted and presented differently in LACQ’s proxy statement to solicit stockholder approval of the proposed transaction. LACQ and the Company believe that the presentation of such non-IFRS measures are useful measures of performance and the Company uses such measures in order to facilitate operating performance comparisons on a consistent basis from period to period, to provide a more complete understanding of factors and trends affecting its business, to prepare annual operating budgets and forecasts and to determine components of management compensation.

The financial projections in this report and the exhibit hereto are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond LACQ’s and the Company’s control. While all projections are necessarily speculative, LACQ and the Company believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of projections in this report and the exhibit hereto should not be regarded as an indication that LACQ and the Company, or their representatives, considered or consider the projections to be a reliable prediction of future events.

Participants in the Solicitation

LACQ, the Company, and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of LACQ’s stockholders in connection with the Business Combination. Information regarding the participants is available in the preliminary proxy statement / prospectus filed by LACQ with the SEC on January 31, 2020. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests is contained in the preliminary proxy statement, which can be obtained free of charge from the sources indicated above.

Non-Solicitation

This report and the exhibit hereto shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This report and the exhibit hereto include “forward-looking statements.” The actual results or events may differ from the expectations and estimates contained herein and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Neither LACQ nor the Company undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Important factors that may affect certain estimates or expectations expressed herein include, among others, the possibility that the proposed transaction does not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions.

This report and the exhibit hereto are not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in LACQ and is not intended to form the basis of any investment decision in LACQ.

Additional information concerning the proposed Business Combination, including relevant risk factors, are and will be contained in LACQ’s and the Company’s filings with the SEC. All subsequent written and oral forward-looking statements concerning LACQ and the Company, the proposed Business Combination or other matters and attributable to LACQ and the Company or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither LACQ nor the Company undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by applicable law.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Investor Presentation.

SIGNATURES

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

	LEISURE ACQUISITION CORP.
Date: February 19, 2020	By:	/s/ Daniel B. Silvers
	Name:	Daniel B. Silvers
	Title:	Chief Executive Officer and Director

EX-99.1

Investor Presentation February 2020 Exhibit 99.1

Disclaimer GENERAL   This presentation does not constitute an offer or invitation for the sale or purchase of securities and has been prepared solely for informational purposes.   The information contained in this presentation (the “Presentation”) has been prepared to assist interested parties in making their own evaluation with respect to the proposed transaction (the “Transaction”) between Leisure Acquisition Corp. (“LACQ”) and GTWY Holdings Limited (together with Gateway Casinos & Entertainment Limited, “Gateway” or the "Company"), and for no other purpose. This Presentation is subject to updating, completion, revision, verification and further amendment. None of LACQ, Gateway, or their respective affiliates has authorized anyone to provide interested parties with additional or different information. No securities regulatory authority has expressed an opinion about the securities discussed in this Presentation and it is an offence to claim otherwise. The information contained herein does not purport to be all-inclusive. Nothing herein shall be deemed to constitute investment, legal, tax, financial, accounting or other advice.   In this Presentation, all amounts are in Canadian dollars, unless otherwise indicated. All references to US$ are based on the relevant exchange rate as at December 26, 2019. Any graphs, tables or other information in this Presentation demonstrating the historical or pro forma performance of Gateway or any other entity contained in this Presentation are intended only to illustrate past performance of such entities and are not necessarily indicative of future performance of Gateway or such entities.   ADDITIONAL INFORMATION AND WHERE TO FIND IT   This presentation relates to a proposed transaction between Gateway and LACQ. This presentation does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.   LACQ has filed a preliminary proxy statement / prospectus and will file a definitive proxy statement / prospectus with the SEC and will mail a definitive proxy statement / prospectus and other relevant documents to its stockholders. In addition, a Registration Statement on Form F-4 was filed with the SEC by Gateway that includes the preliminary proxy statement / prospectus and will be utilized for the registration of the securities to be issued in the proposed transaction. The definitive proxy statement / prospectus will be mailed to stockholders of LACQ as of a record date to be established for voting on the proposed transaction. Interested parties and security holders of LACQ are advised to read the preliminary proxy statement, the prospectus, amendments thereto, and, when available, the definitive proxy statement / prospectus in connection with LACQ’s solicitation of proxies for its stockholders’ meeting to be held to approve the proposed transaction because the proxy statement / prospectus will contain important information about the proposed transaction and the parties to it.   Interested investors and security holders of LACQ will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by LACQ and the Company through the website maintained by the SEC at www.sec.gov.   In addition, copies of the documents filed with the SEC by LACQ and/or the Company, when available, can be obtained free of charge on LACQ’s website at www.leisureacq.com or by directing a written request to Leisure Acquisition Corp., 250 West 57th Street, Suite 2223, New York, New York 10107 or by emailing George.Peng@hydramgmt.com; and/or by directing a written request to GTWY Holdings Limited, 100-4400 Dominion Street, Burnaby, British Columbia V5G or by emailing gtwy@jcir.com.   PARTICIPANTS IN SOLICITATION   LACQ, Gateway and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from LACQ’s shareholders in connection with the proposed transaction. Information about LACQ’s directors and executive officers and their ownership of LACQ’s securities is set forth in the preliminary proxy statement / prospectus filed by LACQ with the SEC on January 31, 2020. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests is contained in the preliminary proxy statement / prospectus, which can be obtained free of charge from the sources indicated above.   INDUSTRY AND MARKET DATA   This Presentation has been prepared by Gateway and includes market data and other statistical information from third-party sources, including provincial gaming authorities. Although LACQ and the Company believes these third-party sources are reliable as of their respective dates, none of LACQ, the Company, or any of their respective affiliates has independently verified the accuracy or completeness of this information. Some data are also based on the Company’s good faith estimates, which are derived from both internal sources and the third-party sources described above. None of LACQ, Gateway, any third-party source providing market data and statistical information, their respective affiliates, nor their respective directors, officers, employees, members, partners, shareholders or agents make any representation or warranty with respect to the accuracy of such information (including information from third-party sources).

Disclaimer (cont’d) FORWARD-LOOKING INFORMATION This Presentation contains "forward-looking information" within the meaning of applicable securities laws in Canada and the United States. Forward-looking statements may relate to Gateway’s, LACQ’s, or the combined company‘s future financial outlook and anticipated events or results and may include information regarding our financial position, business strategy, growth strategies, growth objectives, budgets, operations, financial results, taxes, dividend policy, regulatory developments, plans and objectives. All statements other than statements of historical fact are forward-looking statements. The use of any of the words "anticipate", "plan", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "should", "could", "would", "believe", "predict", "forecast", "pursue", "potential" and "capable" and similar expressions are intended to identify forward looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. In addition, this Presentation may contain forward-looking statements attributed to third party industry sources, the accuracy of which has not been verified by LACQ or Gateway. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this Presentation should not be unduly relied upon. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances. Forward-looking information contained in this Presentation and other forward-looking information are based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct.   Additionally, any estimates and projections contained herein have been prepared by the management of the Company and involve significant elements of subjective judgment and analysis, which may or may not be correct. This Presentation includes certain estimates, targets and projections that reflect Gateway management’s assumptions concerning anticipated future performance of Gateway as provided to LACQ on December 19, 2019. Such estimates, targets and projections from are based on significant assumptions and subjective judgments concerning anticipated results, which are inherently subject to risks, variability and contingencies, many of which are beyond Gateway’s control. These assumptions and judgments may or may not prove to be correct and there can be no assurance that any projected results are attainable or will be realized. LACQ, Gateway, any third-party source providing information and each of their respective representatives disclaims any and all liability for any loss or damage (whether foreseeable or not) suffered or incurred by any person or entity as a result of anything contained or omitted from this Presentation (including information from third-party sources) and such liability is expressly disclaimed.   You are cautioned not to place undue reliance on any forward‐looking statements, which speak only as of the date of this Presentation. The forward-looking information contained in this Presentation represents our expectations as of the date of this Presentation or the date indicated, regardless of the time of delivery of the Presentation and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by law.   All of the forward-looking information contained in this Presentation is expressly qualified by the foregoing cautionary statements. NON-IFRS MEASURES   This Presentation makes reference to certain financial and other measures commonly used by financial analysts in evaluating the financial performance of companies and by the Company’s management in evaluating its operations, including companies in the gaming industry that are not presented in accordance with international financial reporting standards (“IFRS”). These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management's perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS.   We use non-IFRS measures including "Adjusted EBITDA", "Adjusted EBITDA Margin", "Adjusted Property EBITDA", "Adjusted Property EBITDA Margin", "EBITDA", "Free Cash Flow", "Free Cash Flow Conversion", and "Pro Forma Adjusted EBITDA“ and these measures should not be considered as an alternative to net income (loss), earnings per share or any other performance measures derived in accordance with IFRS as measures of operating performance, operating cash flows or as measures of liquidity. For further details on these non-IFRS measures including relevant definitions and reconciliations, see the “Financial Overview” section of this Presentation. As of September 30, 2019, Starlight Casino Edmonton and Grand Villa Casino Edmonton are considered discontinued operations in Gateway’s consolidated financial statements.  These properties are referred to in this presentation as “Non-Core Properties.”  Where indicated in this presentation, financial information of Gateway excludes the Non-Core Properties.   COMPARABLE COMPANIES   Certain information presented herein compares the Company to other issuers and such data sets are considered to be "comparables". The information is a summary of certain relevant operational attributes of certain gaming issuers and has been included to provide interested parties an overview of the performance of what are expected to be comparable issuers. These issuers are in the same industry, provide similar services and operate in similar regulatory environments and each should be considered an appropriate basis for comparison to the Company. The information regarding the comparables was obtained from public sources, has not been verified by LACQ, the Company, or any of their respective affiliates and if such information contains a misrepresentation, interested parties do not have a remedy under securities legislation in any province or territory of Canada. There are risks associated with comparables, including the integrity of the underlying information and the ability to isolate specific variables which may impact one issuer and not another. There are risks associated with making investment decisions based on comparables including whether data presented provides a complete comparison between issuers. Interested parties are cautioned that past performance is not indicative of future performance and the performance of the Company may be materially different from the comparable issuers. Accordingly, an investment decision should not be made in reliance on the comparables.

Gateway Casinos & Entertainment A Leading Operator of Integrated Gaming and Entertainment Destinations Across Canada

Section 1 Transaction Overview

Transaction Summary (1) 2 Leisure Acquisition Corp. (“LACQ”) to merge with a wholly-owned subsidiary of GTWY Holdings Limited (“GTWY”), the parent holding company and sole shareholder of Gateway Casinos, with LACQ shareholders / warrant holders to receive GTWY common shares / warrants upon the merger GTWY common shares expected to be listed on the NYSE upon consummation of the transaction, with GTWY qualifying as a foreign private issuer Transaction Structure US$1.1Bn (C$1.5Bn) pro forma enterprise valuation 7.5x 2020 Projected Adjusted EBITDA (2) Valuation US$30MM equity commitment from HG Vora Capital Management LLC (“HG Vora”); including existing invested capital, HG Vora’s total capital commitment to the Company is in excess of US$100MM (3) Up to US$189MM LACQ Trust rollover proceeds (4) Gateway shareholders rollover Funding Sources LACQ and GTWY shareholder approval, gaming regulatory approvals and contractual approvals from Crown agencies Registration statement and approval for listing on NYSE Required Approvals Marc Falcone expected to become President and CEO of Gateway shortly following completion of the transaction Lorne Weil, Daniel Silvers, Marc Falcone, Lyle Hall, Olga Ilich and Dr. Michael Percy are expected to join Gateway’s Board and Gabriel de Alba will continue to serve as Gateway’s Executive Chairman Two additional independent directors will be appointed at or following the completion of the transaction such that Gateway’s Board will be comprised of up to 9 members Management and Independent Board Notes: Figures converted from USD to CAD at an exchange ratio of 1.3122 as of 12/26/19 as filed in the 8-K Based on 2020P (pre-IFRS 16) Adjusted EBITDA of C$195MM as provided by Gateway management, excluding the impact of the Non-Core Properties. The 7.5x transaction multiple is shown before any LACQ and/or shared fees and expenses. To the extent Gateway’s shareholders pay LACQ’s fees and expenses, shares issued to the existing Gateway shareholders shall increase on a pro rata basis by the amount of LACQ’s fees paid by Gateway’s shareholders Includes existing investment in GTWY Holdings loan US$11.2MM redeemed on 11/26/2019; LACQ trust account includes US$10MM of proceeds from HG Vora Existing Gateway shareholders eligible to receive an earn-out of 1.898 million and 2.846 million shares that vest upon GTWY stock trading at greater than $12.50 and $15.00 per share over a 2 and 3 year period, respectively 18.975 million newly-issued warrants (equal tranches struck at US$11.50, US$12.50 and US$15.00 per share) issued to existing Gateway shareholders, to align incentives. Existing private warrants held by LACQ insiders and HG Vora (and HG Vora private warrants from equity commitment) to be amended to be equal tranches struck at US$11.50, US$12.50 and US$15.00 1.281 million options issued to certain members of management in the same proportion and equivalent term and conditions as the earn-out payment and the warrants being issued to existing shareholders of Gateway Contingent Consideration The two Edmonton properties (Starlight Casino Edmonton and Grand Villa Casino Edmonton) are considered discontinued operations and are contemplated as being carved-out from the transaction (the “Non-Core Properties”) All numbers presented in this presentation exclude the Non-Core Properties unless otherwise noted Other

3 ($MM, except share price) Transaction Summary (cont’d) Sources and Uses (1) (2) Pro Forma Ownership (7) Notes: Assumes no SPAC redemptions beyond US$11.2MM redeemed on 11/26/2019; excludes shared expenses Figures converted from USD to CAD exchange ratio of 1.3122 as of 12/26/19, day prior to transaction announcement Assumes full roll of HG Vora US$10MM Public Float Represents gross cash proceeds to existing Gateway shareholders prior to the payment of any transaction fees or management incentive payments; to the extent Gateway’s shareholders pay LACQ’s fees, shares issued to Gateway shareholders will be increased on a pro rata basis by the amount of LACQ’s fees paid by Gateway’s shareholders Balance as of 12/31/2019 as projected by Gateway Management Transaction fees shown net of illustrative accrued interest available in LACQ Trust Pro Forma Ownership represents ownership at close before the exercise of warrants and vesting of earn-outs and options Catalyst and other current Gateway shareholders to be allocated 1MM founder shares pro rata from members of LACQ Management Adjusted EBITDA projections as provided by Gateway management (pre-IFRS 16) excluding Adjusted EBITDA from the Non-Core Properties Leverage stats exclude C$82MM letters of credit; based on 2020P and 2021P Adjusted EBITDA of C$195MM and C$215MM, respectively ($MM) (MM) Pro Forma Capitalization (1) (2) (3)

Marc Falcone Chief Executive Officer and President 4 Marc Falcone to Lead Gateway as President and CEO to Further Accelerate its Growth Strategy Notes: Ms. Kormos previously was a consultant of the Company for 2 years assisting with the development of Gateway’s bids under the Ontario modernization process Mr. McInally previously was a consultant of the Company for 2 years assisting with the development of Gateway’s bids under the Ontario modernization process Carrie Kormos, Chief Marketing and Communications Officer 3+ Years at Gateway(1) | 18+ Years of Experience (Caesars Windsor, Fallsview Casino Resort & Casino Niagara – consultant advisor, Magna Entertainment) Tolek Strukoff, Chief Legal and Administrative Officer 3+ Years at Gateway | 11+ Years of Experience (Lawson Lundell LLP, UrtheCast, Westport Fuel Systems) Scott Phillips, SVP, Human Resources 6+ Years at Gateway | 20+ Years of Experience (JD Sweid Foods, Sodexo Canada, Abitibi-Consolidated, TimberWest) Jagtar Nijjar, EVP, Development and Construction 23+ Years at Gateway | 25+ Years of Experience Terry McInally, Chief Compliance and Risk Officer & Chief Information Officer 2+ Years at Gateway(2) | 20+ Years of Experience (Richter Advisory, PwC, AGCO) Robert Ward, Chief Operations Officer 6+ Years at Gateway | 20+ Years of Experience (Points West Hospitality, Sequoia Enterprises, Keg Restaurants) Queenie Wong, Chief Accounting Officer 8+ Years at Gateway | 14+ Years of Experience (PwC) Hargo Roopra, SVP, Operations and Marketing Analytics 11+ Years at Gateway | 11+ Years of Experience Michael Snider, SVP, Legal Affairs 3+ Years at Gateway | 13+ Years of Experience (Westport Fuel Systems, Lawson Lundell LLP) Jamie Papp, SVP, Casino Operations 2+ Years at Gateway | 22+ Years of Experience (Mirage Resorts, Wynn Resorts, American Gaming Systems, Caesars Entertainment) Supported by an Existing Management Team with Industry Expertise, Deep Relationships and 125+ Years of Experience Will replace retiring CEO, Tony Santo, as Chief Executive Officer and President of Gateway Casinos Highly respected executive with extensive experience in the gaming and leisure sectors in both corporate and financial advisory roles Currently serves as President and Chief Financial Officer of Sightline Payments LLC, a digital commerce platform for the gaming industry, and as a member of LACQ’s Board of Directors since Dec. 1, 2017 Previously served as CFO and Treasurer of Red Rock Resorts and Station Casinos (Jun. 2011 – May 2017). Oversaw a ~600% increase in the equity value of Red Rock Resorts during his tenure at the Company ($2.8Bn in May 2017 vs estimated $400MM in Jun. 2011) Served as the Chief Financial Officer of Fertitta Entertainment from Oct. 2010 though May 2016 Prior experience also includes Goldman Sachs & Co., where he focused on restructuring transactions in the hospitality and gaming sectors, Magnetar Capital, Deutsche Bank and Bear Stearns Professional Experience Highly Experienced Management Team with A Proven Track Record

Investment Highlights 5 Attractive and Diverse Property Portfolio with a Geographically Broad and Economically Diversified Footprint Unique and Attractive Regulatory Environment Differentiated Business Model Expected to Drive Strong Free Cash Flow Conversion Strong Track Record of Successful Capital Allocation Attractive Development Pipeline Poised to Drive Growth Operates in Highly Populated Markets that are Relatively Underpenetrated and Historically Resilient Gateway: Platform Positioned for Strong EBITDA Growth and FCF Generation

Leading Operator of Integrated Gaming and Entertainment Destinations 6 Notes: Gateway Management Projections; excludes the Non-Core Properties. Projections rounded to the nearest million Financials exclude Adjusted EBITDA for Non-Core Properties and are shown pre-IFRS 16. 2017 and 2018 figures include a C$35MM and C$6.9MM adjustment, respectively, for the Sale Leaseback transaction (“SLB Transaction”) in which Gateway sold the real estate of Grand Villa Casino Burnaby, Starlight Casino New Westminster and Cascades Casino Langley to a third-party on March 12, 2018 Adjusted EBITDA (C$MM) One of the largest and most diversified gaming and entertainment companies in Canada Owns and operates 25 leading gaming and entertainment venues across British Columbia and Ontario British Columbia: Operates over 40% of all slot machines and table games Ontario: Contractually exclusive service provider in the Southwest, North, and Central Bundles (as conducted and managed by Ontario Lottery and Gaming Corporation) Demonstrated track record of successfully operating, developing and acquiring gaming properties and contributing to the communities in which Gateway operates Consistently delivering on its organic growth initiatives and is well-positioned for the future with a strong growth pipeline of new development, renovation, and rebranding efforts Defensible barriers to entry due to rigorous regulatory requirements, proven branding strategy and deep industry and operational expertise High-quality locals-focused and resilient customer base Proven and proprietary F&B and gaming offerings branded to market size, market growth potential and local community demographic C$195MM 2020P Adjusted EBITDA 18-22P CAGR: 11.4% Gateway at a Glance (1) Company Snapshot (1) 25 Core Properties Across 2 Provinces 365 Tables 12,815 Slots 3 Hotels & Convention Centers 72 F&B Outlets 7,500 Employees Robust Financial Growth Profile (1) (2) 26% 25% 22% 23% 23% 24% Margin:

8.1x Illustrative Trading Comparables 7 (5) 2021P EV / Adjusted EBITDA Multiples: Source: Capital IQ and Wall Street research as of 2/10/2020 Notes: Gateway EV / Adjusted EBITDA multiple based on enterprise value implied by US$10.00 per share cost basis; 2020 (pre-IFRS 16) Adjusted EBITDA of C$195MM based on Gateway management projections excluding Non-Core Properties Pro Forma for Great Canadian’s acquisition of Clairvest’s interest in the West GTA and GTA Bundles. Includes an estimated C$510MM and C$706MM adjustment for future estimated attributable capex spend at the West GTA and GTA Bundles in 2020 and 2021, respectively Pro forma for the expiration of the Native American Management Fee Includes $250MM of synergies Includes $500MM of synergies (1) Gateway Offers a Compelling Value Proposition when Compared with Gaming Peers (4) (2) 2020P Enterprise Value (EV) / Adjusted EBITDA Multiples 6.8x 8.8x 14.0x 11.6x 11.6x 8.8x 8.0x 8.8x (3)

Key Metrics Versus Selected “Locals” Comps 8 Strong Adjusted EBITDA Growth Profile (19P-21P Expected CAGR) Notes: Pro forma for the expiration of the Native American Management Fee Free Cash Flow Conversion calculated as Adjusted Free Cash Flow divided by Adjusted EBITDA; Adjusted Free Cash Flow calculated as Adjusted EBITDA less maintenance capex and cash taxes FCF Yield calculated as Adjusted Free Cash Flow divided by Enterprise Value; Adjusted Free Cash Flow calculated as Adjusted EBITDA less maintenance capex and cash taxes Source: All Projections for Red Rock and Boyd from Capital IQ and Wall Street research as of 2/10/2020 Superior Free Cash Flow Conversion (2020P) (2) Highly Attractive EV / Adjusted EBITDA Multiple Industry-Leading FCF Yield (2020P) (3) Superior Operating Metrics… …At A Meaningful Valuation Discount (1) (1) EV / 2020P Adjusted EBITDA EV / 2021P Adjusted EBITDA (1)

Investment Highlights Section 2

10 New Westminster, BC Kamloops, BC Hanover, ON Burnaby, BC Burnaby, BC Penticton, BC Burnaby, BC Recently Refreshed Properties with No Deferred Capex Spend Rama, ON Point Edward, ON Attractive and Diverse Property Portfolio…

BRITISH COLUMBIA ALBERTA SASKATCHEWAN MANITOBA ONTARIO QUEBEC 11 Existing Property Planned Property Managed competition limits new supply Operates 5 out of the 7 casinos in the Thompson-Okanagan region Contributes 49% of 2019P Adjusted Property EBITDA (4) Exclusive service provider within three bundles In-place growth initiatives Contributes 51% of 2019P Adjusted Property EBITDA (4) British Columbia Ontario Gaming Share 43% (2) 100% (3) Existing Property Planned Property North Bundle Central Bundle Southwest Bundle 14 11 Existing Properties 1 3 Planned Properties British Columbia Ontario 4.1 11.6 Adult Population MM Notes: Excludes Non-Core Properties Based on number of gaming positions in markets served. British Columbia gaming share based on the markets (Lower Mainland, Thompson-Okanagan and Vancouver Island) in which Gateway operates Represents gaming share within the applicable bundle; Gateway currently operates 3 out of the 8 total bundles as conducted and managed by the OLG Based on Gateway management projections; excludes the Non-Core Properties MARITIME PROVINCES Vancouver Island Vancouver Kootenay Thompson- Okanagan Mainland/ Southwest Total Gaming Spend 1.9Bn 3.9Bn C$ …with a Geographically Broad and Economically Diversified Footprint (1)

12 Assigning Brands to Markets Market size and growth Brand proximity Local character Competitive Advantages Tailored customer experience Speed to market Loyalty builder THE RIGHT FIT FOR THE RIGHT MARKET GAMING BRANDS FOOD & BEVERAGE BRANDS Community focused Neighborly Relaxed Community focused Casual Approachable Urban market focus Contemporary High energy Urban market focus Premium Stylish Modern steakhouse Elevated Memorable Creative pub food Lively sports bar Welcoming Authentic Asian flavors Exciting Interactive Variety Great Value Casual Modern supper club Showcase theatre Vintage cabaret Integration of Proprietary F&B Offerings within Existing Casinos Has Driven Consistent Increases in Annual Revenue, Including Strong Growth in Gaming Revenue Proprietary Casino and F&B Brands Tailored Towards Local Demographics

13 Grand Villa Burnaby - Burnaby, BC Cascades Casino Langley - Langley BC Starlight New Westminster - New Westminster, BC Cascades Casino Kamloops - Kamloops, BC Playtime Casino Kelowna - Kelowna, BC Cascades Casino Penticton - Penticton, BC Lake City Casino Vernon – Vernon, BC Chances Mission - Mission, BC Chances Squamish – Squamish, BC Chances Signal Point - Signal Point, BC Chances Abbotsford - Abbotsford, BC Chances Kamloops - Kamloops, BC Chances Courtenay – Courtenay, BC Chances Campbell River – Campbell River, BC VANCOUVER THOMPSON-OKANAGAN CARIBOO KAMLOOPS PENTICTON KELOWNA VERNON Grand Villa Burnaby - Burnaby, BC Cascades Casino Langley - Langley BC Starlight New Westminster - New Westminster, BC Cascades Casino Kamloops - Kamloops, BC Playtime Casino Kelowna - Kelowna, BC Cascades Casino Penticton - Penticton, BC Lake City Casino Vernon – Vernon, BC Chances Mission - Mission, BC Chances Squamish – Squamish, BC Chances Abbotsford - Abbotsford, BC Chances Kamloops - Kamloops, BC Chances Courtenay – Courtenay, BC Chances Campbell River – Campbell River, BC VANCOUVER CARIBOO KAMLOOPS PENTICTON KELOWNA VERNON VANCOUVER ISLAND Greater Vancouver Area Thompson-Okanagan Region CGCs Chances Signal Point – Williams Lake, BC THOMPSON-OKANAGAN Exposure Throughout Vancouver and Lower BC

Greater Southern Ontario has a total population of 12.7 million Three largest North Bundle cities have populations of 75,000 to 165,000 Innisfil (and surrounding area) in Central Bundle has population of ~200,000 London in Southwest Bundle is a city of ~500,000 Limited competition between bundles 14 OTTAWA SAULT STE MARIE TORONTO WINDSOR/ DETROIT (US) NIAGARA Current Gateway Property Non-Gateway Property North Bundle Central Bundle Southwest Bundle Anticipated Future Gateway Property LONDON ONTARIO WESTERN ONTARIO THUNDER BAY KENORA Population Density (km˄2) 0 – 0.1 0.1 – 0.25 0.25 – 0.5 0.5 – 1 1 – 2.5 2.5 – 5 5 – 10 10 – 25 25 – 50 50 – 100 Attractive Competitive Landscape for Ontario Portfolio

BCLC pays for all slots and maintenance capex Crown Agency Support Modernization process designed to maximize property potential and drive total revenue 15 100% Gateway does not pay a gaming tax for F&B, Entertainment and Other Revenue generated at its properties % of F&B, Entertainment and Other Revenue Retained by Gateway Public / Private Partnership Limited Competition Long-Term Stability and Visibility Policies to manage competition between gaming properties; controlled implementation of new gaming positions High Barriers to Entry Operator exclusivity within each bundle Up to 20 Years No license expiring prior to 2038 Long-Dated Operating Agreements / Licenses ~20 Years (1) British Columbia Ontario ü ü ü Note: Central Bundle operating agreement term of approximately 23 years Unique and Attractive Regulatory Environment

With the Recent Modernization Process, We Believe Ontario Represents the Greatest Growth Opportunity 16 Adults Per Gaming Position (1)(2)(3) Gaming Spend per Adult (C$) (1)(2)(4) Average of Top 5 U.S. Locals Driven Markets 134 705 6.6 British Columbia 248 462 4.1 Ontario 11.5 416 333 11.6 Notes: Adult population includes individuals ages 18 years and older; population statistics as of July 1, 2018 for Canada, December 2018 for United States Top 5 U.S. locals driven markets include Nevada (excluding contribution from Las Vegas strip), Pennsylvania, Louisiana, Illinois and New Jersey; Illinois data includes VGTs (video gaming terminals) and Alberta data includes VLTs (video lottery terminals) Gaming positions as of 3/31/2019 for Top 5 U.S. Locals Driven Markets, Ontario and British Columbia; table games includes poker tables and assumes six gaming positions per table Gaming spend is presented for the last twelve months as of March 31, 2019. U.S. gaming spend assumes an exchange rate of $1.31 per US$1, representing the average exchange rate from April 1, 2018 to March 31, 2019 Adult Population (MM) (1)(2) Operates in Highly Populated Markets that are Relatively Underpenetrated… Enormous Population Catchment Underbuilt Casino Supply Underpenetrated Player Demand Gateway Markets:

Canada …and Historically Resilient 17 Notes: Peak to trough decline is calculated as the percentage change between fiscal year 2010 and fiscal year 2008 for the Canadian markets and the percent change between calendar year 2009 and calendar year 2007 for the U.S. markets. Canadian fiscal year end is March 31 2. From 2008 to 2010, all Ontario properties were still operated by the OLG 3. Five largest locals driven markets include Nevada (excluding contribution from Las Vegas strip), Pennsylvania, Louisiana, Illinois and New Jersey. Illinois data includes Video Gaming Terminals Outperformance During Financial Crisis: Peak-to-Trough Decline (1)(2) U.S. British Columbia Ontario Total Core Gateway Markets 5 Largest Locals-Driven Markets (3) Las Vegas Strip Locals-Focused Underpenetrated Markets Diversified Across Geographies and Product Offerings ü ü ü

Differentiated Business Model Expected to Drive Strong Free Cash Flow Conversion 18 Notes: Free Cash Flow Conversion defined as Adjusted Free Cash Flow divided by Adjusted EBITDA (excl. Adjusted EBITDA for Non-Core Properties) Gateway Management estimate of equipment and maintenance savings based on a six year refresh cycle Adjusted free cash flow calculated as Adjusted EBITDA less maintenance capex and cash taxes Gateway Management projections rounded to the nearest million Great Canadian excluded from peer set due to lack of maintenance capex publication Assumes $500MM in synergies Cash taxes for MCRI uses LTM 6/30/18 as proxy for 2019P Characteristics Driving High Free Cash Flow Conversion 2019P Adjusted Free Cash Flow (3) (4) C$MM Low Capital Expenditures and Existing NOL Balance Drive Strong Free Cash Flow Conversion (1); Free Cash Flow Used to Fund Growth Strategies and De-Lever Lower Maintenance Capex ü ~C$20-30MM per year saved on slot machines Lower maintenance due primarily to BCLC purchase and maintenance of slots (2) Large Existing NOL Balance ü Current NOL balance of C$375MM as of 9/30/19 2019P Free Cash Flow Conversion vs. Peers (3) (4) (5) Source: Broker Reports, Company Filings 12.5x 8.4x 16.0x 9.0x 8.7x 14.2x (6) 7.5x EV / 2020P Adjusted EBITDA (7) 86% FCF Conversion

Cascades North Bay Grand Villa Edmonton 19 Adjusted EBITDA; 2016 – 2022 (C$MM) Growth CapEx (C$MM) Historical Implied ROIC (3): 20% Series of Expansions, Acquisitions, Relocations and New Builds Have Generated Attractive Historical Implied ROICs Growth Capex (2017-2019P): C$489MM Incremental Growth EBITDA: C$98MM (2) Capex is Driving Strong EBITDA Growth… (1) …and Attractive Returns Notes: Adjusted EBITDA is shown pre-IFRS 16 and excludes Adjusted EBITDA for Non-Core Properties. Adjusted EBITDA includes a C$35MM, C$35MM and C$6.9MM pro forma adjustment for the SLB Transaction in 2016, 2017 and 2018, respectively. Projections rounded to the nearest million Accounts for illustrative compounded annual organic Adjusted EBITDA growth of 3% from (i) 2016 – 2019P for the historical implied ROIC calculation and (ii) 2019P – 2022 for the projected implied ROIC calculation Historical ROIC is defined as Incremental Adjusted EBITDA from growth capital expenditures generated between 2019 and 2016 divided by cumulative growth capital expenditures spent during 2017 – 2019 Projected ROIC is defined as projected Incremental Adjusted EBITDA from growth capital expenditures generated between 2022 and 2019 divided by cumulative growth capital expenditures spent during 2020 – 2022 19 198 145 191 104 13 146 2019P–2022P: +C$55MM (Incremental Adj. EBITDA from Growth Capex) (2) Growth Capex (2020P-2022P): C$308MM Incremental Projected Growth EBITDA: C$55MM (2) Historical Projected 2016-2022P: 26% CAGR Projected Implied ROIC (4): 18% Strong Track Record of Successful Capital Allocation 2016–2019P: +C$98MM (Incremental Adj. EBITDA from Growth Capex) (2)

20 ~12k sq. ft. added Increased slots by 75 (50 were installed in 2018) and tables by 3 Expanded Match Eatery & Public House by adding a patio in 2018, and added Atlas Steak + Fish in 2019 Refresh of Coast Hotel, convention center and ballroom Burnaby Langley Expansion of gaming space Opened Atlas Steak + Fish and Chow Lucky Noodle Bar Added an incremental 130 machines in Sep. 2019 to bring the total to 1,330 at the site Added a Pulse gaming arena with 35 units Delta Hotel renovation Refresh and relocation of the poker room, hotel lobby and high limit room Completed: September 2019 Project Cost: C$22MM Completed: July 2019 Project Cost: C$19MM 2018 and 2019 Completed Projects Completed Investments in BC Position Gateway to Capture Immediate Returns

21 Note: Gaming expansion figures as of January 23, 2020 1 2 Growth Capital for Renovation, Rebranding and Redevelopment from 2016 – Q3’19: C$479MM Q4’19 – 2022 Planned Future Growth Capex: C$338MM Ongoing Deployment of Proven Strategies at Ontario Properties Drive Multi-Year Growth Pipeline in New Ontario Markets and Relocations in BC Slots +676 Tables +111 F&B-Branded Outlets +12 Slots +1,450 Tables +40 F&B Branded Outlets +9 Renovations (1) New Builds / Relocations (1) Future Planned Capex Expected to be Funded from Cash on Hand and Free Cash Flow Generated Near-Term Growth Strategies

22 Relocated existing gaming facility to adjacent building and rebranded as Playtime Added 8,225 gaming sq. ft., including 111 slot machines and 8 tables (previously none) Added a MATCH Eatery & Public House and The Buffet Added 3,600 gaming sq. ft. and 123 slot machines Added live gaming with the addition of 26 tables (previously none) Relocated from Dresden (population of ~2.8k) to Chatham (population of ~40k) Branded as a Cascades Casino Constructed ~44,600 sq. ft. new facility with ~28,600 sq. ft. gaming floor including 136 incremental slot machines, 10 tables (previously none), a MATCH Eatery & Public House and The Buffet New, Starlight-branded facility relocated to London Constructing ~103,000 sq. ft. facility with ~67,000 sq. ft. gaming floor (3) including 133 slot machines and 38 tables (8 added in 2019) Adding 4 F&B outlets (Atlas Steak + Fish, MATCH Eatery & Public House, The Buffet and CHOW Noodle Bar) New, Starlight-branded facility expected to be located near to downtown Sudbury Constructing ~64,200 sq. ft. facility with ~41,000 sq. ft. gaming floor (3) including 173 slot machines, 21 tables (previously none) and 2 F&B outlets (MATCH Eatery & Public House and The Buffet) Hanover (SW) Gateway Innisfil (Central) Chatham (SW) Sudbury (North) London (SW) Notes: Gaming expansion figures as of January 23, 2020 Future expansion is subject to contractual approval from Crown agencies and other required approvals Gaming square footage includes back of house area Completed: April 2019 C$22MM Spent Completed: February 2019 C$5MM Spent Completed: August 2019 C$36MM Spent Q3’21 C$3MM Spent C$72MM Future Spend Q1’22 C$4MM Spent C$56MM Future Spend Renovation of existing gaming facility and rebranding as a Starlight Casino Added 48 slot machines Added a MATCH Eatery & Public House and The Buffet Completed: November 2018 C$28MM Spent Point Edward (SW) SLOT MACHINES +370 +306 ADDITIONAL TABLES +52 +59 F&B BRANDED OUTLETS +6 +6 Aggregate Expansion (1) Completed Future (2) 1 Ongoing Deployment of Proven Strategies At Ontario Properties

23 Expected New Developments and Relocations North Bay, Ontario Wasaga Beach, Ontario Kenora, Ontario Delta, British Columbia Mission, British Columbia To be branded as a Cascades Casino New ~38,900 sq. ft. facility with ~27,700 sq. ft. gaming floor including 300 slot machines and up to 10 table games (2) Adding 2 F&B outlets, including a MATCH Eatery & Public House and The Buffet 125 km from the proposed Sudbury facility To be branded as a Playtime Casino New ~24,900 sq. ft. facility, with ~16,300 sq. ft. gaming floor (2) Expected to have up to 250 slot machines Adding a MATCH Eatery & Public House To be branded as a Playtime Casino New 23,300 sq. ft. facility with ~17,000 sq. ft. gaming floor with up to 200 slot machines (2) Adding a MATCH Eatery & Public House To be branded a Cascades Casino ~40,000 gaming sq. ft. including 500-600 slots and 30 table games (2) Adding 3 F&B outlets, including a MATCH Eatery & Public House and The Buffet and a future Atlas Steak + Fish To engage a third-party to build and operate a hotel at the property (in process) Relocate to a new ~33,400 sq. ft. facility with ~21,500 sq. ft. gaming floor (2) Planned increase of up to 100 slots Adding MATCH Eatery & Public House and The Buffet Aggregate Expansion (1) SLOT MACHINES +1,450 TABLES +40 NEW F&B - BRANDED OUTLETS +9 Notes: Gaming expansion figures as of January 23, 2020 Based on preliminary project plan; actual gaming square footage may differ. Gaming square footage includes back of house area Projected budget includes C$15MM in cost savings through value engineering and provided BCLC and municipal authorities consent to any changes to the design, to the extent such consents are necessary. An additional C$5MM in savings is targeted which could further lower the total remaining spend to a projected C$76MM Q3’20 C$7MM Spent C$26MM Future Spend Q4’21 C$6MM Spent C$81MM Future Spend (3) Q1’22 C$2MM Spent C$19MM Future Spend Q3’21 C$2MM Spent C$27MM Future Spend Q3’21 C$1MM Spent C$9MM Future Spend New Markets Relocations 1 Multi-Year Growth Pipeline in New Ontario Market and Relocations in BC

24 Since acquiring the Ontario Bundles, management has continued to implement a number of operational initiatives to increase revenue and reduce costs Labor Customer Perks Refreshed and reconfigured slot floors to increase revenue by introducing more current product / titles and better product mix Restructured pension program to provide a similar level of benefit as provided by the OLG at a lower cost Right-size staff and optimized the use of part time labor Leveraged existing F&B supply contracts to increase buying power and reduce food and beverage costs Overhauled marketing programs by introducing proven BC programs and data analytics while eliminating ineffective legacy programs Modified reinvestment to reflect local market conditions including eliminating cash-back, introducing “must be present to win” for draws and deploying weekly offer program to drive visitation Incorporated ATM machines into existing contracts and increase fee per ATM transaction Pension Programs Labor F&B Marketing Efforts ATM Slot Operations Marketing Programs Ability to Generate Additional Growth Through Infrastructure and Operational Expertise

Investment Highlights 25 Attractive and Diverse Property Portfolio with a Geographically Broad and Economically Diversified Footprint Unique and Attractive Regulatory Environment Differentiated Business Model Expected to Drive Strong Free Cash Flow Conversion Strong Track Record of Successful Capital Allocation Attractive Development Pipeline Poised to Drive Growth Operates in Highly Populated Markets that are Relatively Underpenetrated and Historically Resilient Gateway: Platform Positioned for Strong EBITDA Growth and FCF Generation

Appendix Section 3

Anticipated Transaction Timeline 27 Transaction Agreement Executed and Announced December 2019 Preliminary Proxy Materials Filed with the SEC Set Record Date for Shareholder Vote Expected Mailing of Final Proxy Materials to Shareholders First Quarter 2020 Note: Estimated timeline based on current information and is subject to change Expected Receipt of Regulatory Approval and Contractual Approval from Crown Agencies Hold Shareholder Vote and Anticipated Close of Transaction Second Quarter 2020

28 Highlights Founded in 2002, The Catalyst Capital Group is a Toronto based private equity investment management firm with C$6Bn in assets under management The Catalyst team collectively possesses more than 110 years of relevant experience in restructuring, credit markets and merchant and investment banking in both the U.S. and Canada Partnership with Gateway Catalyst currently beneficially owns or manages ~74% of the outstanding common shares of the Company Since acquiring Gateway’s equity in 2010, Catalyst has been committed to long-term sustainable growth and has been instrumental in the Company’s acquisition, renovation and rebranding initiatives As majority owner, Catalyst has supported implementation of Gateway’s strong corporate and property operating teams, diversified growth initiatives, and industry-leading operating model which, over the last six years, led to doubling of locations and Adjusted EBITDA, increasing slot machines by 3x, increasing table games by 2x and adding 56 new F&B outlets across British Columbia and Ontario Gabriel de Alba, Managing Director and Partner, currently serves as the Executive Chairman and Director of Gateway Highlights US$5Bn+ event driven and value oriented investment firm founded in 2009 Invests opportunistically across the capital structure Deep expertise in consumer and real estate sectors including gaming, lodging, leisure, retail, travel and specialty finance Partnership with Leisure / Gateway Post-transaction, HG Vora will have invested in excess of US$100MM in Gateway, including existing invested capital In October 2019, HG Vora invested in the Company through a US$150MM HoldCo Term Loan As part of the SPAC transaction, certain affiliated funds of HG Vora to provide US$30MM equity commitment Pro forma for the transaction, HG Vora will own ~15% of the Company (1) HG Vora Select Investments Catalyst Capital Select Investments Note: Assumes no SPAC redemptions beyond the US$11.2MM redeemed on 11/26/2019 and full roll of HG Vora US$10MM Public Float Backed by Marquee and Proven Gaming Investors

Experienced Board Has served as President of Suncor Developments Ltd. since Jul. 1997 and was an elected member of the Legislative Assembly of British Columbia from 2005 to 2009, serving as the Minister of Tourism, Sport and the Arts, and the Minister of Labour and Citizens’ Services Extensive Board experience, having served most recently as the Chair of the Board of Destination Canada Olga Ilich Previously President and Managing Director of HLT Advisory Inc. (Aug. 2005 – May 2017) and National Director of KPMG Canada’s Hospitality, Leisure & Tourism practice prior to his time at HLT Advisory Inc. Intimately involved in the evolution of land-based casino gaming in Canada having advised senior management and the boards of most provincial gaming corporations Lyle Hall Renowned leader in the gaming sector with extensive experience in leading prior SPACs through successful acquisitions and integration Currently serves as Founder and Principal of Hydra Management, Executive Chairman of Inspired Entertainment and Non-Executive Chairman of Tecnoglass Lorne Weil Vice Chairman Long-time gaming sector operator and investor with extensive experience as an executive leader / director of multiple SPAC successor entities Currently serves as Founder and Managing Member of Matthew Lane Capital Partners LLC, Chief Strategy Officer of Inspired Entertainment and Independent Director of Avid Technology, Inc. Led prior SPACs through successful acquisitions and integration Daniel Silvers Vice Chairman Currently serves as Gateway’s Executive Chairman and will continue in this role post-Transaction Joined Catalyst in Oct. 2002 and has served as Director or Senior Officer of various Catalyst portfolio companies, including Frontera Energy Corporation, Geneba Properties and Cabovisão Gabriel de Alba Executive Chairman Currently serves as an Independent Director of K-Bro Linen Inc. and previously served as the Chief of Staff to Alberta Premier Jim Prentice from Sep. 2014 to May 2015 Experienced Board member, having served as a director for ATB Financial, Epcor Utilities Inc., Matrikon and Sawridge Dr. Michael Percy Will serve as CEO and President of Gateway post-closing Extensive industry experience in the gaming and leisure sectors in both corporate and financial advisory roles Previously the Chief Financial Officer and Treasurer of Red Rock Resorts from Oct. 2015 to May 2017 and the Chief Financial Officer of Station Casinos LLC (Jun. 2011 – May 2017) Marc Falcone 29 Two additional independent directors are expected to be appointed at or following the completion of the Transaction such that Gateway Board of Directors will be comprised of up to 9 members Additional Directors

Began Operating Central Bundle (July 2018) Gateway’s Financial Summary (2017A – 2022P) 30 (C$MM) Notes: Adjusted EBITDA figures are shown pre-IFRS 16; financials exclude revenue and Adjusted EBITDA for Non-Core Properties. 2017 and 2018 figures include a C$35MM and C$6.9MM pro forma adjustment for the SLB Transaction, respectively. Projections rounded to the nearest million Free Cash Flow Conversion calculated as Adjusted EBITDA less maintenance capex and cash taxes all divided by Adjusted EBITDA Adjusted EBITDA (1) Total Revenue (1) 92% 95% 86% 91% 90% 92% Projected Free Cash Flow Conversion % (2) 18-22P CAGR: 12% Margin Began Operating Southwest and North Bundles (May 2017) (C$MM) 18-22P CAGR: 11% Day 366 Saving Initiatives Source: Gateway Management Projections

Prudent Capital Structure Growth Strategies Expected to be Funded from Cash on Hand and Free Cash Flow Generated 12/31/2019P Pro Forma Capitalization (C$MM) (1) (2) 31 Notes: 12/31/19 figures shown are as projected by management and are unaudited Pro forma capitalization assumes no redemptions beyond $11.6MM redeemed on 11/26/2019 Senior Secured Notes are callable in March 2020 Excludes cage cash of C$62MM Future Free Cash Flow to be Used to De-Lever the Business

Adjusted EBITDA Reconciliation 32 Notes: LTM 9/30/19 figures may not sum due to rounding SLB Transaction adjustment not included in financial statements Excludes ~C$4MM of rent expense for Non-Core Properties