Full Press Release Details
Investor Presentation February 2020
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).
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
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