GATEWAY CASINOS & ENTERTAINMENT LIMITED AND LEISURE ACQUISITION CORP.

GATEWAY CASINOS & ENTERTAINMENT LIMITED AND LEISURE ACQUISITION CORP. TO COMBINE IN TRANSACTION VALUED

AT US$1.1 BILLION (C$1.5 BILLION)

Leading Diversified Canadian Gaming and

Entertainment Company, with 25 Properties Across British Columbia and Ontario

Operates in Attractive Regulatory Environments

with High Barriers to Entry

Attractive Free Cash Flow Conversion

Executing on Multiple Future Growth Strategies

through Property Rebranding, Value-Added Renovations and a Strong Pipeline of New Development

Marc Falcone, Long-Time Gaming Industry

Operator and Investor, to Join Gateway as President and Chief Executive Officer

Supported by Equity Commitment from HG

Vora Capital, an Experienced Gaming and Leisure Investor - HG Vora's Total Capital Commitment is in Excess of US$100

Investor Call Scheduled for January 7,

BURNABY, BC and NEW YORK, NY - December 27, 2019 -

GTWY Holdings Limited ("GTWY"), the holding company for Gateway Casinos & Entertainment Limited (together

with affiliates, "Gateway" or the "Company"), one of the largest and most diversified gaming and

entertainment companies in Canada, which is currently majority owned by The Catalyst Capital Group Inc. ("Catalyst"),

and Leisure Acquisition Corp. (NASDAQ: LACQ, LACQU, LACQW) ("Leisure"), a special purpose acquisition company,

jointly announced today that Gateway and Leisure have entered into a definitive agreement for a business combination (the "Transaction")

whereby Leisure will merge into a wholly-owned subsidiary of GTWY in a transaction with a pro forma enterprise valuation of approximately

US$1.115 billion (C$1.463 billion). HG Vora Capital Management, LLC, ("HG Vora") on behalf of certain of its

affiliates, is supporting the Transaction through a US$30 million equity commitment. HG Vora has committed more than $100 million

in total, including previously invested capital.

Gateway has also announced that, shortly following completion

of the Transaction, Marc J. Falcone, currently a Director of Leisure, will become President and Chief Executive Officer of Gateway.

Upon Mr. Falcone's appointment becoming effective, Tony Santo, Gateway's current CEO, will retire from the company.

Mr. Santo will continue as an advisor to the Board of Directors and Mr. Falcone for three months following his retirement in order

to assist with an orderly transition.

With 25 properties across British Columbia

and Ontario - up from 10 in 2015 - Gateway has significantly expanded its footprint, while diversifying and expanding

its product offering to include well-known proprietary casino and restaurant brands. Over the last six years, Gateway's multi-pronged

strategic initiatives have driven (i) improved guest experiences, (ii) strong revenue growth, (iii) consistent Adjusted EBITDAi growth, and (iv) industry-leading free cash flow conversion.ii Gateway has and continues to successfully

execute on its growth initiatives to drive year-over-year improvement with year-to-date (through September 30, 2019) growth in

Adjusted EBITDA of 10.8% to US$103.7 million (C$137.9 million).iii

With the ongoing support and sponsorship

of Catalyst, Leisure and its principals, and HG Vora, Gateway is well-positioned to continue to achieve attractive returns for

its shareholders. The Company's projected organic revenue and Adjusted EBITDA growth pipeline reflects a number of rebranding

and renovation initiatives across its portfolio along with three new development opportunities and four property relocations expected

to open over the next three years. The execution of these growth initiatives will be implemented with a sustained focus on Gateway's

operational excellence. Gateway management provided Leisure with forward-looking projections as part of its due diligence. 2020

Projected Adjusted EBITDA is expected to be US$148.6 million (C$195.0 million).iv 2020 Projected Adjusted EBITDA to

Free Cash Flow Conversion is expected to be 90.8%.v

Transaction Highlights:

Management Commentary:

Gabriel de Alba, Managing Director and

Partner of Catalyst and Executive Chairman of Gateway, stated, "With its strong corporate and property operating teams, diversified

growth initiatives, and industry-leading operating model, Gateway has built tremendous momentum and established a solid foundation

for ongoing growth. We are proud of the team and their many accomplishments over the last six years which include doubling our

locations and adjusted EBITDA, increasing our slot machines by nearly three-times, increasing our table games by over two-times

and adding 56 new F&B outlets across British Columbia and Ontario. The disciplined execution of our near- and long-term strategies

has created significant value and returns over the years for all of the Company's shareholders. We are thankful to Tony for

his leadership of Gateway and his key role going forward."

"As we seek to execute against our

many growth initiatives and deliver additional shareholder value, we are excited to partner with Leisure and appreciative of the

confidence in our future as demonstrated by HG Vora's investment commitment. We welcome Marc to Gateway and look forward

to his leadership as our incoming CEO. Lorne, Dan and Marc's respective industry experience and extensive relationships,

combined with access to public capital markets, will favorably position the Company to accelerate its strategies to deliver strong,

profitable growth and increased free cash flow. Just as importantly, this transaction will provide Gateway with the foundation

for a very promising future as a leading, diversified gaming and entertainment platform throughout North America. The entire Gateway

team looks forward to working with the team at Leisure to create value for shareholders over the long-term," Mr. de Alba

Leisure's Executive Chairman A. Lorne

Weil and Chief Executive Officer Daniel B. Silvers commented, "Early in our lifecycle, we identified Gateway as an attractive

opportunity to leverage our team's deep experience and skills in the leisure and gaming sector. We are excited to partner

with the Gateway team, led by Marc, to accelerate Gateway's growth through the many high-return initiatives already in place

as well as by pursuing potential future accretive transactions across North America. Gateway is recognized across the industry

for its operational expertise and focus on providing great gaming, entertainment and food and beverage experiences, world-class

guest service and financial discipline. We look forward to being partners with Gabriel, Marc and the entire Gateway team as we

enter what we expect will be the Company's next phase of growth."

"I am excited to enter this new role

as CEO of Gateway," commented Marc J. Falcone, Director of Leisure and incoming CEO of Gateway. Mr. Falcone concluded, "I

am grateful for the confidence placed in me by Gabriel, HG Vora and the leadership of Leisure. I believe the Canadian gaming market

offers unparalleled growth opportunities and Gateway has always been a platform that I found to be highly-compelling. I look forward

to creating significant shareholder value alongside the rest of the Gateway management team."

Gateway Business Highlights:

Key Transaction Terms:

At the closing of the Transaction, Leisure

will merge with a new wholly-owned subsidiary of GTWY. In connection with the merger, outstanding shares of Leisure will be converted

in the business combination into the right to receive shares of GTWY at a fixed exchange rate of one-to-one. All outstanding public

warrants to purchase Leisure shares will be converted automatically into warrants to purchase shares of GTWY at an exercise price

of US$11.50 per share. GTWY will be the publicly traded company with its shares expected to be listed on the NYSE under the ticker

The combined company's sources of

available cash are expected to be comprised of: (i) cash in Leisure's trust account (subject to any redemptions), (ii) proceeds

from a private placement whereby HG Vora has agreed to purchase 3 million Units of GTWY for US$10.00 per Unit and (iii) any excess

cash on the respective balance sheets of Leisure and Gateway at the closing date.

The combined company's available

cash is expected to be used to: (i) pay transaction fees and expenses, (ii) repay all or a portion of GTWY's existing approximately

US$154 million holding co. loanvii, (iii) repay a portion of Gateway's existing operating company term loan,

(iv) fund any cash consideration to the existing shareholders of GTWY, and (v) for general corporate purposes of the combined company.

Insiders of Leisure (the "Sponsors")

and HG Vora have agreed with respect to any private placement warrants purchased by the Sponsors (or their designees) and HG Vora

at the time of Leisure's IPO (the "Sponsor Warrants") to amend the terms of the Sponsor Warrants such

that the Sponsor Warrants will be comprised of: (a) 2,775,000 warrants with a strike price of US$11.50 which will be exercisable

for five years from the closing date of the initial business combination, (b) 2,775,000 warrants with a strike price of US$12.50

which will be exercisable for five years from the closing date of the initial business combination and (c) 2,775,000 warrants with

a strike price of US$15.00 which will be exercisable for seven years from the closing date of Transaction.

Existing GTWY shareholders are expected

to remain, altogether, the largest shareholders of the combined company. In addition to the upfront consideration, the existing

shareholders of GTWY will have the ability to receive an earn-out payment of up to 4.743 million common shares of GTWY to be delivered

in the form of warrants, subject to vesting conditions (as described below), with a nominal strike price. Warrants for 1.898 million