Gateway Casinos & Entertainment Limited entered into definitive agreement to acquire Leisure Acquisition Corp. (NasdaqCM:LACQ) in a reverse merger transaction on December 27, 2019. Under the transaction, outstanding shares of Leisure will be converted in the business combination into the right to receive shares of Gateway Casinos & Entertainment Limited 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 Gateway Casinos & Entertainment Limited at an exercise price of $11.5 per share. Gateway Casinos & Entertainment Limited will be the publicly traded company with its shares expected to be listed on the NYSE under the ticker "GTWY." Post completion, Leisure Acquisition Corp. will become wholly owned subsidiary of Gateway Casinos & Entertainment Limited. HG Vora Capital Management, LLC is supporting the transaction through a $30 million equity commitment. In case of termination, Leisure Acquisition Corp. will pay a termination fee of $9.5 million and Gateway Casinos & Entertainment will pay a termination fee of $5 million. Following completion of the transaction, Marc J. Falcone, currently a Director of Leisure, will become President and Chief Executive Officer of Gateway Casinos & Entertainment Limited. Tony Santo, Gateway's current Chief Executive Officer, will retire from Gateway Casinos & Entertainment Limited. Tony Santo will continue as an advisor to the Board of Directors and Marc J. Falcone for three months following his retirement in order to assist with an orderly transition. Gabriel de Alba will continue in his role as Executive Chairman. A. Lorne Weil, Daniel B. Silvers and Marc J. Falcone, Leisure's Executive Chairman, Chief Executive Officer and Director, respectively, are expected to join Gateway's Board of Directors. Lyle Hall, Olga Ilich and Michael Percy also are expected to join as Board of Gateway upon closing of the transaction. Two additional independent directors are expected to be appointed at or following the completion of the transaction such that Gateway Board of Directors may be comprised of up to 9 members. The transaction has been unanimously approved by the Boards of Directors of both Leisure and Gateway Casinos & Entertainment Limited, Transaction is subject to approval by Leisure's and Gateway's shareholders, required regulatory approvals, contractual approvals and registrations from Crown agencies, including, but not limited to approvals from Ontario Lottery and Gaming Corporation as well as registration statement and approval for listing on NYSE, Supreme Court of British Columbia and other customary closing conditions. Completion is expected in second quarter of 2020. Morgan Stanley & Co. LLC acted as financial advisor while Zachary Judd and Matthew Dixon of Latham & Watkins LLP and Christian Gauthier of Bennett Jones LLP provided legal counsel to Gateway Casinos & Entertainment Limited. Credit Suisse AG acted as financial advisor while Jeffrey A. Horwitz, Stuart Rosow, Malcolm Hochenberg, Daniel Forman, Lily Desmond, John Ingrassia and Daniel I. Ganitsky of Proskauer Rose LLP and Lawrence D. Wilder of Miltom Management LP acted as legal advisor to Leisure Acquisition. Morrow & Co., LLC acted proxy solicitor to Leisure Acquisition for a fee of $15,000. Mark Zimkind of Continental Stock Transfer & Trust Company, Inc. acted as transfer agent to Leisure Acquisition in the transaction.