CLOSING MEMORANDUM
CALDERWOOD & HARKNESS LLP 7 Times Square, 38th Floor New York, New York 10036
CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL
Re: Redstone Gaming Corp. — Underwritten Follow-On Public Offering of Common Stock ($180,000,000)
Prepared by: Brendan Walsh, Calderwood & Harkness LLP
Date: October 28, 2025 (prepared in advance of closing; to be updated as necessary through closing)
Engagement No.: C&H-2025-CM-04187
Distribution List:
Vivienne St. Claire — Calderwood & Harkness LLP, Responsible Partner
Robert Adeyemi — Calderwood & Harkness LLP, Billing Partner
Natasha Forbes — Calderwood & Harkness LLP, Working Associate
Darren Whitfield — EVP & General Counsel, Redstone Gaming Corp.
Lena Okafor — CFO, Redstone Gaming Corp.
This Closing Memorandum has been prepared by Calderwood & Harkness LLP ("C&H") in its capacity as counsel to Redstone Gaming Corp. ("RGC" or the "Issuer" or the "Company") in connection with the underwritten follow-on public offering described herein. This memorandum sets forth a summary of the transaction, identifies the parties and their key contacts, describes the pre-closing timeline and sequence of events, details the closing mechanics and deliverables, outlines the funds flow and share delivery procedures, and tracks open items and action items as of the date hereof. This memorandum is intended to serve as a practical guide for all participants in the closing process and should be read in conjunction with the master Closing Checklist (closing-checklist.xlsx), which contains the comprehensive list of all deliverables organized by responsible party, status, and due date.
This memorandum is a draft document prepared in advance of closing and will be updated as necessary through the closing date of October 31, 2025. All information contained herein is subject to change pending finalization of outstanding deliverables and confirmation of open items identified in Section IX below.
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I. TRANSACTION OVERVIEW
Issuer. Redstone Gaming Corp., a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices located at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, Nevada 89119. The Company's shares of common stock are listed on the New York Stock Exchange under the ticker symbol "RDGM." The Company's Central Index Key number with the Securities and Exchange Commission (the "SEC") is CIK No. 0001847293. The Company's Employer Identification Number is 88-1034572.
Offering. The Company is conducting an underwritten follow-on public offering (the "Offering") of 6,557,377 shares of its common stock, par value $0.001 per share (CUSIP: 76134Q 108), at a public offering price of $27.45 per share. The Offering is being conducted on a firm commitment basis pursuant to the Underwriting Agreement described below.
Over-Allotment Option. Pursuant to the Underwriting Agreement, the Company has granted to the underwriters an option, exercisable for a period of 30 days from the date of the final prospectus supplement, to purchase up to 983,606 additional shares of common stock (representing 15% of the firm shares) at the public offering price less the underwriting discount, solely to cover over-allotments, if any. If the over-allotment option is exercised in full, the maximum number of shares to be sold in the Offering will be 7,540,983 shares.
Total Gross Proceeds. The total gross proceeds from the sale of the firm shares in the base offering are $180,000,000. If the over-allotment option is exercised in full, the maximum gross proceeds from the Offering will be approximately $207,000,000.
Registration Statement. The shares are being offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-278401), which was originally filed with the SEC on March 14, 2024, and was declared effective by the SEC on March 28, 2024. A prospectus supplement describing the specific terms of the Offering has been prepared and filed with the SEC under Rule 424(b)(5) of the Securities Act of 1933, as amended (the "Securities Act").
Underwriting Agreement. The Underwriting Agreement (the "Underwriting Agreement") was executed on the pricing date, October 28, 2025, among Redstone Gaming Corp. and the several underwriters named therein, for whom Pinnacle Zanthor & Co. (as Lead Bookrunning Manager), Hargrove Williams Securities LLC (as Joint Bookrunning Manager), and Clearwater Capital Markets Inc. (as Co-Manager) are acting as representatives (collectively, the "Representatives"). The Underwriting Agreement sets forth the terms and conditions of the purchase and sale of the firm shares and contains the customary representations, warranties, covenants, indemnification provisions, and conditions to closing.
Underwriting discount. The underwriting discount is $1.098 per share, representing 4.0% of the public offering price of $27.45 per share. The total underwriting discount on the firm shares is $7,200,000.
Pricing Date. October 28, 2025 (T).
Closing Date. October 31, 2025 (T+3). Closing is expected to occur at the offices of Calderwood & Harkness LLP, 7 Times Square, 38th Floor, New York, New York 10036, or remotely by exchange of documents and wire transfer in accordance with the procedures set forth herein.
Governing Law. The internal affairs of the Company, including the authorization and issuance of the shares, are governed by the laws of the State of Delaware. The Underwriting Agreement is governed by the laws of the State of New York without regard to conflicts of law principles.
II. PARTIES AND KEY CONTACTS
The following sets forth the parties to the transaction and their respective key contacts. Complete telephone and email contact information for all individuals who need to be reachable on closing day is provided in Section X of this memorandum.
A. Issuer.
Redstone Gaming Corp. 3900 Las Vegas Boulevard South, Suite 1200 Las Vegas, Nevada 89119
Marcus Hale — Chief Executive Officer & Director Lena Okafor — Chief Financial Officer Darren Whitfield — Executive Vice President & General Counsel
B. Issuer's Counsel
Calderwood & Harkness LLP 7 Times Square, 38th Floor New York, New York 10036
Vivienne St. Claire — Responsible Partner Robert Adeyemi — Billing Partner Brendan Walsh — Lead Associate (primary closing coordinator) Natasha Forbes — Working Associate
C. Lead Bookrunning Manager
Pinnacle Zanthor & Co. 280 Park Avenue New York, New York 10017
Aisha Rowan — Managing Director Colin Matsuda — Vice President (execution lead)
D. Joint Bookrunning Manager
Hargrove Williams Securities LLC 600 Lexington Avenue, Suite 2200 New York, New York 10022
Peter Langston — Managing Director
E. Co-Manager.
Clearwater Capital Markets Inc. 100 South Charles Street, Suite 1400 Baltimore, Maryland 21201
Dana Kessler — Senior Vice President
F. Underwriters' Counsel
Whitmore & Pratt LLP 51 West 52nd Street New York, New York 10019
Thomas Beaumont — Partner Rebecca Ling — Senior Associate
G. Independent Auditor
Kaplan Feld & Associates LLP 2049 Century Park East, Suite 3100 Los Angeles, California 90067
Sandra Meyers — Engagement Partner, CPA
H. Transfer Agent and Registrar
Continental Share Services, Inc. 1 Ashbury Asset Advisors Plaza, 30th Floor New York, New York 10004
I. Financial Advisor
Ridgeline Advisory Group LLC 1999 Avenue of the Stars, Suite 2700 Los Angeles, California 90067
Victor Tanaka — Managing Director
J. Indenture Trustee
Fidelitas Trust Company, N.A. 100 Wall Street, 16th Floor New York, New York 10005
Fidelitas Trust Company, N.A. serves as the indenture trustee for the Company's 6.25% Senior Secured Notes due June 15, 2028 (CUSIP: 76134Q 206) and the Company's 5.875% Senior Notes due 2031.
K. Revolving Credit Facility Agent
Meridian National Bank, N.A. 525 William Penn Place Pittsburgh, Pennsylvania 15219
Meridian National Bank, N.A. serves as the administrative agent under the Company's revolving credit facility ($400,000,000 capacity; $135,000,000 currently drawn; Term SOFR + 2.50%; maturity April 30, 2027).
III. PRE-CLOSING TIMELINE AND SEQUENCE OF EVENTS
The following timeline summarizes the key events leading up to and including the closing of the Offering. Actual dates may vary from those set forth below, and this section will be updated to reflect any changes prior to the distribution of the final version of this memorandum.
A. Pre-Pricing (Through October 28, 2025)
September 30, 2025 — Board Authorization. The Board of Directors of RGC (the "Board") held a duly noticed meeting at which the Board adopted resolutions authorizing the Offering. The Board resolutions authorized the sale of shares of common stock in a follow-on public offering pursuant to the Company's existing shelf registration statement on Form S-3 (File No. 333-278401) and delegated authority to a Pricing Committee, consisting of Marcus Hale (CEO & Director), Lena Okafor (CFO), and Patricia Moynihan (Independent Director), to determine the final terms of the Offering, including the public offering price, the number of shares to be sold, and the terms of the underwriting arrangements, subject to certain parameters established by the Board (a price floor of $25.00 per share and a maximum of 8,000,000 shares, inclusive of any over-allotment option).
October 6, 2025 — Preliminary Prospectus Supplement Filed. The Preliminary Prospectus Supplement was filed with the SEC under Rule 424(b)(5), describing the proposed terms of the Offering. Copies were distributed to the underwriters for use in the marketing and bookbuilding process. The C&H engagement for this matter was formally opened under Engagement No. C&H-2025-CM-04187.
October 14, 2025 — SEC Comment Letter. The SEC Staff of the Division of Corporation Finance issued a comment letter containing six comments on the registration statement (File No. 333-278401) and the Preliminary Prospectus Supplement. The comments related primarily to (i) risk factor disclosure concerning regulatory approvals in new gaming jurisdictions, (ii) the characterization of certain adjusted EBITDA figures as non-GAAP financial measures, (iii) the description of the Company's use of proceeds and the specificity of planned capital deployment, (iv) the adequacy of disclosure regarding the lock-up arrangements with Grandview Capital Partners, LP, (v) the incorporation by reference of certain financial statements, and (vi) a ministerial comment regarding exhibit indexing.
October 21, 2025 — SEC Comment Response. The Company's response letter was filed with the SEC, addressing each of the six comments. A revised Preliminary Prospectus Supplement reflecting the responses was prepared and circulated to the underwriters and their counsel. No further comments were received from the SEC Staff as of the date hereof.
On or about October 27, 2025 — Bring-Down Due Diligence Call. A bring-down due diligence call was conducted with RGC management, including Marcus Hale (CEO), Lena Okafor (CFO), and Darren Whitfield (General Counsel), with participation by Vivienne St. Claire and Brendan Walsh of C&H, Thomas Beaumont and Rebecca Ling of Whitmore & Pratt LLP, and Aisha Rowan and Colin Matsuda of Pinnacle Zanthor & Co. The call covered the Company's current business operations, financial condition, and any developments since the date of the most recent financial statements incorporated by reference into the registration statement. Management confirmed the absence of any material adverse change and the continued accuracy of the disclosure in the prospectus supplement.
Lock-Up Agreements. Lock-up agreements have been collected from all ten (10) directors and executive officers of the Company and from Grandview Capital Partners, LP (Elena Vasquez, Managing Partner), which holds 18,720,000 shares of common stock representing approximately 12.28% of the Company's outstanding shares. Each lock-up agreement provides for a 90-day restriction period commencing on the date of the final prospectus supplement, during which the signatory agrees not to sell, offer to sell, contract to sell, pledge, grant any option to purchase, or otherwise dispose of, directly or indirectly, any shares of common stock or securities convertible into or exchangeable for common stock, subject to customary exceptions. The lock-up restrictions are subject to release with the prior written consent of Pinnacle Zanthor & Co. As of the date hereof, nine (9) of the eleven (11) required lock-up agreements have been received in executed form. The status of the remaining two agreements is tracked in Section IX below.
B. Pricing (October 28, 2025 — T)
Pricing Committee Meeting. On October 28, 2025, the Pricing Committee, consisting of Marcus Hale, Lena Okafor, and Patricia Moynihan, convened a meeting and adopted resolutions approving the final terms of the Offering. The Pricing Committee confirmed that the final offering terms fell within the parameters previously established by the full Board (price floor of $25.00 per share; maximum of 8,000,000 shares). The Pricing Committee authorized the execution and delivery of the Underwriting Agreement and the filing of the final Prospectus Supplement and Pricing Term Sheet.
Final Pricing Terms. The following final terms were established:
• Public offering price: $27.45 per share
• Number of firm shares: 6,557,377
• Over-allotment option: 983,606 additional shares (15% of the firm shares)
• Underwriting discount: $1.098 per share (4.0% of the public offering price)
• Net proceeds to RGC per share (before expenses): $26.352
Execution of Underwriting Agreement. The Underwriting Agreement was executed by RGC and by the Representatives on behalf of the several underwriters on October 28, 2025. The executed Underwriting Agreement has been retained by C&H for inclusion in the closing binder.
Pricing Term Sheet. A Pricing Term Sheet was prepared and filed with the SEC as a free writing prospectus under Rule 433 of the Securities Act, setting forth the final terms of the Offering.
Final Prospectus Supplement. The final Prospectus Supplement was filed with the SEC under Rule 424(b)(5) on October 28, 2025, incorporating the final pricing terms, the final use of proceeds disclosure, and all other revisions made in response to the SEC Staff's comments.
Syndicate Allocation. The syndicate allocation was confirmed as follows:
C. Between Pricing and Closing (October 29–30, 2025)
During the period between pricing and closing, the following actions are being taken or are expected to be completed:
Finalization of Closing Deliverables. The Issuer and C&H are finalizing all closing deliverables, including the officer's certificate, secretary's certificate, legal opinions, and negative assurance letters. Drafts of these documents have been circulated to the underwriters and their counsel for review and comment.
Comfort Letter. Kaplan Feld & Associates LLP (Sandra Meyers, Engagement Partner) will issue the initial comfort letter to the underwriters at or promptly after the signing of the Underwriting Agreement. The comfort letter will cover the financial information and financial statements incorporated by reference in the registration statement and prospectus supplement, and will include customary "circle-up" procedures relating to changes in specified financial statement line items during the stub period.
Share Preparation. Continental Share Services, Inc. has been instructed to prepare for the deposit of the offered shares with The Depository Trust Company ("DTC") in book-entry form. No physical share certificates will be issued in connection with the Offering.
NYSE Supplemental Listing Application. A supplemental listing application for up to 7,540,983 additional shares of common stock (including shares subject to the over-allotment option) has been filed with the New York Stock Exchange. Confirmation of approval of the listing application is expected on or before October 30, 2025.
Good Standing Certificates. Good standing certificates have been ordered from the following jurisdictions:
• Delaware Secretary of State (state of incorporation) — to be dated within 5 business days of the closing date
• Nevada Secretary of State (state of principal place of business) — to be dated within 5 business days of the closing date
Legal Opinions. C&H is finalizing the Exhibit 5.1 legal opinion (regarding due authorization, valid issuance, full payment, and non-assessability of the shares under Delaware law) and the 10b-5 negative assurance letter (regarding the registration statement, preliminary prospectus supplement, and final prospectus supplement). Whitmore & Pratt LLP is finalizing its opinion to the underwriters.
Officer's Certificates. Drafts of the officer's certificate (to be executed jointly by Marcus Hale and Lena Okafor) and the secretary's certificate have been circulated and are being finalized for execution on the morning of closing.
D. Closing (October 31, 2025 — T+3)
The closing of the Offering is scheduled to occur on October 31, 2025 (T+3). The detailed sequence of deliverables and closing mechanics is set forth in Section IV below.
IV. CLOSING MECHANICS — SEQUENCE OF DELIVERABLES
The following describes the sequence of deliverables and the mechanics of the closing on October 31, 2025. All times referenced below are Eastern Time. The closing will be coordinated by Brendan Walsh (C&H) as the primary closing coordinator, with the cooperation of Colin Matsuda (Pinnacle Zanthor) on the underwriter side and Darren Whitfield (RGC) on the issuer side.
A. Morning of Closing — Pre-Release Conditions (Target: 9:00 AM ET)
1. Confirmation of No Material Adverse Change. As a condition to closing under the Underwriting Agreement, RGC management — specifically, Marcus Hale (CEO) and Lena Okafor (CFO) — will confirm that no material adverse change has occurred in the business, properties, operations, condition (financial or otherwise), or results of operations of the Company and its subsidiaries, taken as a whole, since the date of the most recent financial statements incorporated by reference in the registration statement and the prospectus supplement, and that no event has occurred that would make any representation or warranty of the Company contained in the Underwriting Agreement untrue or incorrect in any material respect as of the closing date. This confirmation will be documented in the Officer's Certificate described in paragraph 3 below, but management should be prepared to communicate any concerns to C&H and the underwriters promptly on the morning of closing, prior to the formal delivery of documents.
2. Bring-Down Comfort Letter. Kaplan Feld & Associates LLP (Sandra Meyers, Engagement Partner) will deliver a bring-down comfort letter to the underwriters, dated as of the closing date (October 31, 2025). The bring-down comfort letter will confirm that the initial comfort letter (delivered at or promptly after the signing of the Underwriting Agreement) remains accurate as of the closing date, with an appropriate cut-off date for the review of subsequent changes. The bring-down comfort letter will be addressed to the underwriters named in the Underwriting Agreement and will contain the customary language regarding the scope of the procedures performed and the limitations inherent in the comfort letter process. Drafts of the bring-down comfort letter will be circulated to underwriters' counsel (Whitmore & Pratt LLP) for review in advance of closing. The bring-down comfort letter is expected to be delivered electronically on the morning of closing, with original signature pages to follow by overnight delivery.
3. Officer's Certificate. A joint certificate of Marcus Hale (CEO) and Lena Okafor (CFO), in their respective capacities as officers of the Company, will be executed and delivered, certifying as follows:
(a) the accuracy in all material respects of the representations and warranties of the Company contained in the Underwriting Agreement as of the closing date (with the same effect as if made on and as of the closing date);
(b) compliance by the Company with all covenants and agreements contained in the Underwriting Agreement required to be performed or satisfied by the Company on or before the closing date;
(c) the absence of any material adverse change in the business, properties, operations, condition (financial or otherwise), or results of operations of the Company and its subsidiaries, taken as a whole, since the date of the most recent financial statements incorporated by reference in the registration statement and the prospectus supplement; and
(d) the satisfaction of all conditions to closing set forth in the Underwriting Agreement.
The form of the Officer's Certificate has been circulated in draft and is being finalized for execution on the morning of closing. Execution pages will be collected by C&H.
4. Secretary's Certificate. The Corporate Secretary of RGC will deliver a certificate certifying the authenticity of the following documents attached thereto:
(a) the Certificate of Incorporation of the Company, as amended to date;
(b) the Bylaws of the Company, as amended to date;
(c) the resolutions adopted by the Board of Directors on September 30, 2025, authorizing the Offering;
(d) the resolutions adopted by the Pricing Committee on October 28, 2025, approving the final terms of the Offering; and
(e) the incumbency and specimen signatures of the officers and directors of the Company authorized to execute the Underwriting Agreement and the other documents to be delivered in connection with the Offering.
The form of the Secretary's Certificate has been circulated in draft and is being finalized for execution on the morning of closing.
B. Legal Opinions and Negative Assurance Letters (Target: 9:30 AM ET)
5. Legal Opinion of Issuer's Counsel (Exhibit 5.1). Calderwood & Harkness LLP will deliver its final legal opinion (the "Exhibit 5.1 Opinion") addressed to the Company, with reliance by the underwriters, covering up to 7,540,983 shares of common stock (including shares subject to the over-allotment option). The Exhibit 5.1 Opinion will reference the Board resolutions dated September 30, 2025, and the Pricing Committee resolutions dated October 28, 2025, and will opine, among other things, as follows:
(a) the Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware;
(b) the shares of common stock to be issued and sold in the Offering have been duly authorized by all necessary corporate action on the part of the Company;
(c) when issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, the shares will be validly issued, fully paid, and non-assessable under the Delaware General Corporation Law; and
(d) the issuance and sale of the shares will not violate the Certificate of Incorporation or Bylaws of the Company.
The Exhibit 5.1 Opinion will contain customary assumptions, qualifications, and limitations, and will be subject to the customary exceptions and caveats applicable to legal opinions delivered in connection with public offerings of equity securities. The opinion will be filed as an exhibit to the registration statement, if not previously filed.
6. Negative Assurance Letter (10b-5 Letter). Calderwood & Harkness LLP will deliver a negative assurance letter (the "10b-5 Letter") addressed to the underwriters, stating that, based upon C&H's participation in the preparation of the registration statement, the preliminary prospectus supplement, and the final prospectus supplement, and the performance of certain procedures (but without independent verification), nothing has come to C&H's attention that causes C&H to believe that (a) the registration statement, as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the prospectus supplement, as of its date and as of the closing date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The 10b-5 Letter will contain the customary limitations, including that it does not cover the financial statements or other financial data included or incorporated by reference in the registration statement and the prospectus supplement or any information provided by the underwriters for inclusion therein.
7. Legal Opinion of Underwriters' Counsel. Whitmore & Pratt LLP (Thomas Beaumont, Partner) will deliver its legal opinion addressed to the underwriters regarding the Offering. The scope and content of the underwriters' counsel opinion will be as agreed between Whitmore & Pratt LLP and the underwriters.
8. Tax Disclosure Opinion. Calderwood & Harkness LLP will deliver an opinion addressed to the Company regarding the accuracy of the discussion of U.S. federal income tax consequences set forth in the prospectus supplement under the heading "Material U.S. Federal Income Tax Considerations." This opinion will confirm that the statements in the prospectus supplement regarding U.S. federal income tax matters, insofar as they purport to describe provisions of U.S. federal income tax law or legal conclusions with respect thereto, are accurate in all material respects as of the date of the prospectus supplement.
C. Regulatory and Exchange Deliverables
9. Good Standing Certificates. Good standing certificates (or certificates of status, as applicable) shall be delivered from each of the following jurisdictions, each dated within five (5) business days of the closing date:
(a) Delaware Secretary of State — confirming the good standing of the Company in its state of incorporation; and
(b) Nevada Secretary of State — confirming the good standing (or qualification to do business, as applicable) of the Company in the state in which its principal place of business is located.
These certificates have been ordered by Brendan Walsh (C&H) and are expected to be received on or before October 30, 2025.
10. NYSE Supplemental Listing Application. Confirmation that the supplemental listing application for up to 7,540,983 additional shares of common stock (including shares subject to the over-allotment option) has been filed with, and approved by, the New York Stock Exchange. The supplemental listing application was filed on or about October 29, 2025, and confirmation of approval is expected on or before October 30, 2025. Upon approval, the additional shares will be listed and authorized for trading on the NYSE under the ticker symbol "RDGM."
11. DTC Eligibility Confirmation. Continental Share Services, Inc. will confirm that the offered shares of common stock are eligible for deposit and book-entry transfer through the facilities of The Depository Trust Company ("DTC"). This confirmation is a prerequisite to the delivery of shares in book-entry form through DTC on the closing date. Continental Share Services will coordinate directly with DTC to ensure that the shares are deposited and available for credit to the DTC accounts of the respective underwriters on the closing date.
D. Lock-Up Agreements
12. Executed Lock-Up Agreements. As a condition to closing under the Underwriting Agreement, confirmation will be provided that all eleven (11) required lock-up agreements have been executed and delivered to Pinnacle Zanthor & Co. The lock-up agreements cover the following persons and entities:
• Ten (10) directors and executive officers of the Company
• Grandview Capital Partners, LP (Elena Vasquez, Managing Partner; holder of 18,720,000 shares representing approximately 12.28% of the Company's outstanding common stock)
Each lock-up agreement provides for a 90-day restriction period commencing on the date of the final prospectus supplement. As of October 28, 2025, nine (9) of the eleven (11) executed lock-up agreements have been received. Natasha Forbes (C&H) is tracking the remaining two agreements, which are expected to be received no later than October 30, 2025. See Section IX for additional detail.
E. Share Delivery and Payment (Target: 10:00 AM ET)
The mechanics of share delivery and payment of proceeds are detailed in Sections V and VI below. In summary, upon confirmation that all conditions to closing have been satisfied and all deliverables described in Sections IV.A through IV.D above have been received, the following simultaneous steps will occur:
• Continental Share Services, Inc. will release 6,557,377 shares of common stock in book-entry form through DTC to the DTC accounts of the respective underwriters in accordance with the syndicate allocation;
• Pinnacle Zanthor & Co. (as Lead Bookrunning Manager) will initiate the wire transfer of net proceeds ($172,800,000) to the Company's designated bank account; and
• C&H will coordinate the timing of the share release and funds transfer to ensure simultaneous delivery versus payment.
The target time for completion of the share delivery and payment process is 10:00 AM ET on October 31, 2025.
V. FUNDS FLOW AND WIRE INSTRUCTIONS
A. Gross Proceeds Calculation
The following table sets forth the calculation of gross proceeds, net proceeds, and estimated offering expenses for the base offering (excluding the over-allotment option):
B. Payment of Underwriting discount
The total underwriting discount of $7,200,000 (representing $1.098 per share, or 4.0% of the public offering price of $27.45 per share) will be retained by the underwriters from the gross proceeds. The underwriting discount will be allocated among the underwriters in accordance with their respective syndicate participations, as follows:
The underwriting discount is the sole compensation to the underwriters in connection with the Offering. The allocation and settlement of the underwriting discount among the underwriters is the responsibility of the Lead Bookrunning Manager (Pinnacle Zanthor & Co.) in accordance with the terms of the Agreement Among Underwriters.
C. Wire Transfer of Net Proceeds
The underwriters will cause net proceeds of $172,800,000 (gross proceeds of $180,000,000 less the total underwriting discount of $7,200,000) to be wired to the Company's designated bank account on the closing date (October 31, 2025).
Wire Instructions for Redstone Gaming Corp.:
To be provided by Lena Okafor (CFO, RGC). Bank details to be confirmed by Darren Whitfield (General Counsel, RGC) and included in the final version of this memorandum.
The wire instructions shall include: bank name, ABA routing number, account number, account name (Redstone Gaming Corp.), and reference line (e.g., "Redstone Gaming Corp. — Follow-On Offering Proceeds — October 31, 2025").
The wire transfer will be initiated by the Lead Bookrunning Manager (Pinnacle Zanthor & Co.) upon confirmation that all conditions to closing have been satisfied and all deliverables have been received. The target wire initiation time is 10:00 AM ET on October 31, 2025.
Upon receipt of the wire transfer, C&H will seek confirmation from both Pinnacle Zanthor & Co. (Colin Matsuda, Vice President) that the wire has been initiated and from RGC (Lena Okafor, CFO) that the funds have been received in the Company's account. Brendan Walsh (C&H) will serve as the primary point of contact for coordinating these confirmations.
D. Payment of Offering Expenses
The estimated offering expenses of approximately $1,350,000 will be paid by the Company directly from the net proceeds received from the Offering. Under the terms of the Underwriting Agreement, the Company bears all offering expenses other than the underwriting discount (which is borne by the underwriters through their retention of the discount from the gross proceeds). The estimated offering expenses include the following:
• SEC registration fee
• NYSE supplemental listing fee
• Printing and EDGAR filing expenses
• Legal fees — Calderwood & Harkness LLP (issuer's counsel): estimated $475,000
• Accounting fees — Kaplan Feld & Associates LLP: amount to be confirmed
• Transfer agent fees — Continental Share Services, Inc.
• Financial advisory fees — Ridgeline Advisory Group LLC
• Miscellaneous expenses (blue sky fees, if any, and other related expenses)
The final breakdown of offering expenses will be confirmed after closing and included in the final closing binder. The Company's finance team (Lena Okafor) will be responsible for processing payments to the various service providers from the net proceeds.
E. Greenshoe Exercise (If Applicable)
If the over-allotment option is exercised in whole or in part by the underwriters (up to 983,606 additional shares), an additional closing will occur for the greenshoe shares. The key economics of a full exercise of the over-allotment option are as follows:
• Additional shares (full exercise): 983,606
• Public offering price per share: $27.45
• Less: Underwriting discount per share: $1.098
• Net proceeds per share: $26.352
• Maximum additional net proceeds (full exercise): 983,606 × $26.352 = approximately $25,929,600
• Maximum gross proceeds from the Offering (full exercise): approximately $207,000,000
The closing mechanics for any greenshoe exercise will mirror the procedures described herein for the initial closing, including the delivery of bring-down certificates, comfort letters, and other deliverables as required by the Underwriting Agreement. The timing of any greenshoe closing will be coordinated by C&H with the Lead Bookrunning Manager.
VI. SHARE DELIVERY MECHANICS
A. DTC Book-Entry Delivery
All shares of common stock to be issued and sold in the Offering will be delivered in book-entry form through the facilities of The Depository Trust Company ("DTC"), in accordance with DTC's customary procedures for new issuances. No physical share certificates will be printed or delivered in connection with the Offering.
Continental Share Services, Inc. (Transfer Agent and Registrar, 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004) will coordinate the deposit of the offered shares with DTC on the closing date. The shares will be registered in the name of Cede & Co. (the nominee of DTC) and credited to the DTC accounts of the respective underwriters in accordance with the syndicate allocation set forth below.
The DTC participant account numbers for each underwriter are as follows:
• Pinnacle Zanthor & Co. DTC participant account: To be confirmed by Colin Matsuda
• Hargrove Williams Securities LLC DTC participant account: To be confirmed by Peter Langston
• Clearwater Capital Markets Inc. DTC participant account: To be confirmed by Dana Kessler
B. Allocation of Shares
Shares will be credited to the underwriter DTC accounts in accordance with the following syndicate allocation:
C. Delivery vs. Payment
The closing will be conducted on a delivery-versus-payment ("DVP") basis through DTC. Continental Share Services will release the shares to the underwriters' DTC accounts simultaneously with, and against, the wire transfer of funds to the Company's designated bank account. The DVP mechanism ensures that neither party is exposed to settlement risk: the Company will not receive payment until the shares are delivered, and the underwriters will not receive shares until payment has been made.
Brendan Walsh (C&H) will coordinate the timing of the simultaneous exchange with Colin Matsuda (Pinnacle Zanthor & Co.) and with the designated contact at Continental Share Services, Inc. to ensure that the share release and the wire transfer occur concurrently. All parties should be prepared for a brief hold period during which the DVP mechanics are verified before the transaction is deemed complete.
D. Post-Offering Shares Outstanding
The following table sets forth the Company's capitalization before and after the Offering:
Authorized Capital Stock:
• Authorized common shares: 300,000,000 — sufficient headroom exists for the issuance of up to 7,540,983 shares in the Offering without amendment to the Certificate of Incorporation
• Authorized preferred shares: 10,000,000 (none currently outstanding)
Other Equity Considerations:
• Treasury stock: 4,200,000 shares
• Options outstanding under the 2021 Equity Incentive Plan: 3,850,000 options at a weighted-average exercise price of $19.72 per share
VII. USE OF PROCEEDS — POST-CLOSING DEPLOYMENT
The following is a brief summary of the Company's intended use of proceeds, as disclosed in the final prospectus supplement. This summary is provided for context and to assist in understanding the overall transaction. The use of proceeds is not a closing deliverable, but is relevant to the post-closing actions described in Section VIII and to the notifications required under certain of the Company's existing debt instruments.
The Company has disclosed that it intends to use the net proceeds of the Offering (estimated at approximately $171,450,000 after deducting the underwriting discount and estimated offering expenses) as follows:
Louisiana and Indiana Gaming Market Expansion — Approximately $115,000,000 (~67% of Net Proceeds).
Louisiana (Bossier City). Approximately $70,000,000 of the net proceeds is expected to be used for the acquisition of development rights and initial construction costs associated with a proposed casino-resort in Bossier City, Louisiana. The Company submitted its license application to the Louisiana Gaming Control Board on August 12, 2025. The Company's ability to proceed with this project is subject to the receipt of all necessary gaming licenses and regulatory approvals, which have not yet been obtained.