1033-00002 · Redstone Gaming Corp · Corporate Authorizations

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CERTIFIED COPY OF RESOLUTIONS

ADOPTED BY THE BOARD OF DIRECTORS

OF REDSTONE GAMING CORP.

CERTIFICATION

I, the undersigned, being the duly elected, qualified, and acting Secretary of Redstone Gaming Corp., a corporation organized and existing under the laws of the State of Delaware (the "Company"), do hereby certify that the following is a true, correct, and complete copy of resolutions duly adopted by the Board of Directors of the Company (the "Board") at a meeting of the Board duly called and held on September 30, 2025, in accordance with the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect.

I further certify that a quorum of the Board was present in person or by means of remote communication throughout the entirety of such meeting, and that the resolutions set forth herein were duly adopted by the affirmative vote of a majority of the directors present at such meeting, a quorum being present.

I further certify that the resolutions set forth herein remain in full force and effect as of the date of this certificate and have not been amended, modified, rescinded, or revoked by any subsequent action of the Board or the stockholders of the Company.

This certificate is being delivered as of October 31, 2025, which is the anticipated closing date of the transactions described in the resolutions set forth herein.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of the date first set forth above.

________________________________________

Name: ________

Title: Secretary (or Assistant Secretary)

Redstone Gaming Corp.

Date: October 31, 2025

[SEAL]

RESOLUTIONS OF THE BOARD OF DIRECTORS

OF REDSTONE GAMING CORP.

Adopted September 30, 2025

PREAMBLE

WHEREAS, a meeting of the Board of Directors (the "Board") of Redstone Gaming Corp., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the "Company"), was duly called and held on September 30, 2025, at the principal executive offices of the Company located at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, Nevada 89119, and by means of telephone conference for those directors participating remotely;

WHEREAS, notice of such meeting was duly given to all members of the Board in accordance with Article III of the Company's Amended and Restated Bylaws, as currently in effect, and all requirements as to notice, waiver of notice, and consent to the holding of such meeting have been satisfied;

WHEREAS, a quorum of the Board was present and acting throughout the entirety of the meeting, as required by the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and by the General Corporation Law of the State of Delaware;

WHEREAS, the following directors participated in the meeting, in person or by telephone or other communications equipment permitting all participants to hear each other at the same time:

• Marcus Hale, Chief Executive Officer and Director;

• Patricia Moynihan, Independent Director and Chair of the Finance Committee;

• Raymond Chu, Independent Director and Chair of the Audit Committee; and

• all other duly elected and serving members of the Board;

WHEREAS, the Board considered the advisability and desirability of the Company conducting a follow-on public offering of shares of its common stock, par value $0.001 per share (the "Common Stock"), in an underwritten public offering registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Company's existing effective shelf registration statement on Form S-3 (the "Offering");

WHEREAS, Calderwood & Harkness LLP, legal counsel to the Company, presented to the Board regarding the legal structure, regulatory requirements, and documentation necessary in connection with the proposed Offering, including applicable requirements under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"), and the listing standards of the New York Stock Exchange (the "NYSE");

WHEREAS, Ridgeline Advisory Group LLC, financial advisor to the Company, presented to the Board regarding the proposed structure, economics, market conditions, and anticipated use of proceeds of the proposed Offering, including a review of comparable transactions and an analysis of the potential impact of the Offering on the Company's capital structure, leverage ratios, and earnings per share;

WHEREAS, the Board, having fully discussed the matter and having considered all relevant factors, including the Company's strategic plan, capital needs, existing indebtedness, current market conditions, the interests of the Company's stockholders, and the presentations and recommendations of the Company's management, legal counsel, and financial advisor, has determined that it is in the best interests of the Company and its stockholders to authorize and approve the Offering and the related transactions on the terms and conditions set forth below;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:

SECTION 1: AUTHORIZATION OF FOLLOW-ON PUBLIC OFFERING OF COMMON STOCK

RESOLVED, that the Board hereby authorizes the Company to offer and sell, in one or more underwritten public offerings pursuant to the Company's effective shelf registration statement on Form S-3, shares of Common Stock, par value $0.001 per share, in an aggregate number not to exceed eight million (8,000,000) shares (including any shares that may be issued upon the exercise of any over-allotment option granted to the underwriters in connection with the Offering), at a public offering price per share of not less than twenty-five dollars ($25.00) per share.

RESOLVED FURTHER, that based on a preliminary public offering price of $27.45 per share, the base offering is expected to consist of approximately 6,557,377 shares of Common Stock, resulting in aggregate gross proceeds to the Company of approximately one hundred eighty million dollars ($180,000,000) from the base offering (before deduction of the underwriting discount and estimated offering expenses).

RESOLVED FURTHER, that the Underwriters (as defined below) shall be granted an over-allotment option (sometimes referred to as a "greenshoe" option) to purchase up to fifteen percent (15%) of the firm shares offered in the base offering, representing a maximum of 983,606 additional shares of Common Stock (based on a base offering of 6,557,377 shares at $27.45 per share), on the same terms and conditions as the firm shares, exercisable within thirty (30) days of the date of the final prospectus supplement relating to the Offering.

RESOLVED FURTHER, that the Offering shall be conducted pursuant to the Company's currently effective universal 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 (the "Registration Statement"), and the base prospectus forming a part thereof.

RESOLVED FURTHER, that the Board hereby notes that the Registration Statement, as originally filed, registered securities in an aggregate amount of $750,000,000, and that prior to this Offering, the remaining shelf capacity under the Registration Statement is approximately $550,000,000 (after giving effect to the Company's issuance, in September 2024, of $200,000,000 aggregate principal amount of 6.25% Senior Secured Notes due June 15, 2028, in a debt takedown from the shelf). Following the completion of this Offering (assuming aggregate gross proceeds of approximately $180,000,000 from the base offering), the remaining capacity under the Registration Statement will be reduced to approximately $370,000,000, which the Board considers sufficient to meet the Company's anticipated capital markets needs for the foreseeable future.

SECTION 2: AUTHORIZATION OF PROSPECTUS SUPPLEMENT, REGISTRATION STATEMENT AMENDMENTS, AND SEC FILINGS

RESOLVED, that the officers of the Company, and each of them acting alone, are hereby authorized and directed to prepare, or cause to be prepared, and to execute and file, or cause to be filed, with the SEC:

(a) a preliminary prospectus supplement to the base prospectus included in the Registration Statement, relating to the Offering, in such form and containing such information as may be required by the Securities Act, the rules and regulations of the SEC, and applicable state securities or "blue sky" laws, and as any authorized officer of the Company, in consultation with legal counsel, may approve;

(b) a final prospectus supplement to the base prospectus included in the Registration Statement, relating to the Offering, to be filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act within the time period required by such rule, reflecting the final terms of the Offering as determined by the Pricing Committee established hereunder or by the authorized officers of the Company;

(c) any amendments or post-effective amendments to the Registration Statement on Form S-3 (File No. 333-278401) as may be necessary or advisable to reflect changes in the information contained therein, to respond to comments from the staff of the SEC, to register additional securities, or to otherwise comply with the Securities Act and the rules and regulations of the SEC;

(d) if necessary or advisable, a short-form registration statement pursuant to Rule 462(b) under the Securities Act to register any additional shares of Common Stock required for the Offering in excess of the shares registered under the existing Registration Statement;

(e) any free writing prospectuses under Rule 433 under the Securities Act, including, without limitation, any pricing term sheet or other supplemental sales material relating to the Offering, in each case in compliance with the conditions and requirements of Rule 433; and

(f) any and all other documents, forms, notices, applications, registrations, or filings with the SEC as may be required or advisable in connection with the Offering, including, without limitation, any Current Reports on Form 8-K, any amendments to existing SEC filings, and any responses to comments or inquiries from the staff of the SEC relating to the Registration Statement, the prospectus supplement, or any other filing made in connection with the Offering.

RESOLVED FURTHER, that each of Marcus Hale, in his capacity as Chief Executive Officer, Lena Okafor, in her capacity as Chief Financial Officer, and Darren Whitfield, in his capacity as Executive Vice President and General Counsel, is hereby specifically authorized and empowered, acting individually or together, for and on behalf of the Company, to execute and file, or cause to be executed and filed, each of the foregoing documents with the SEC, and to take any and all other actions as any such officer may deem necessary or advisable in connection with the foregoing SEC filings, including executing any and all powers of attorney, consents of experts, and other instruments as may be required.

SECTION 3: APPROVAL OF UNDERWRITING AGREEMENT AND ENGAGEMENT OF UNDERWRITERS

RESOLVED, that the Company is hereby authorized to enter into an underwriting agreement (the "Underwriting Agreement") with:

(a) Pinnacle Zanthor & Co., acting as lead bookrunning manager and as representative of the several underwriters named therein;

(b) Hargrove Williams Securities LLC, acting as joint bookrunning manager; and

(collectively, the "Underwriters"), providing for the purchase by the Underwriters, severally and not jointly, on a firm commitment basis, of the shares of Common Stock to be offered in the Offering, subject to the terms and conditions set forth in the Underwriting Agreement.

RESOLVED FURTHER, that the Underwriting Agreement shall provide for an underwriting discount of up to four percent (4.0%) of the public offering price per share, resulting in a net price to the Company of not less than $24.00 per share (assuming a minimum public offering price of $25.00 per share) or such higher net price per share as may be determined based on the final public offering price.

RESOLVED FURTHER, that the syndicate allocation among the Underwriters shall be as follows, or as otherwise determined by the Pricing Committee:

RESOLVED FURTHER, that the Underwriting Agreement shall include a grant to the Underwriters of an over-allotment option to purchase up to fifteen percent (15%) of the firm shares offered in the base offering (up to a maximum of 983,606 additional shares), exercisable by the Underwriters at any time, in whole or in part, within thirty (30) days of the date of the final prospectus supplement, at the public offering price per share less the underwriting discount.

RESOLVED FURTHER, that the Underwriting Agreement shall contain such representations, warranties, covenants, agreements, indemnification provisions, and contribution provisions in favor of the Underwriters as are customary in underwritten public offerings of equity securities of this nature and type, and as may be approved by the officers of the Company in consultation with the Company's legal counsel, Calderwood & Harkness LLP.

RESOLVED FURTHER, that the Company is authorized to pay estimated offering expenses of approximately one million three hundred fifty thousand dollars ($1,350,000) (exclusive of the underwriting discount), which offering expenses are expected to include, without limitation:

(i) SEC registration fees;

(ii) NYSE supplemental listing fees;

(iii) printing and engraving costs;

(iv) fees and disbursements of the Company's legal counsel, Calderwood & Harkness LLP;

(v) fees and disbursements of the Company's independent registered public accounting firm, Kaplan Feld & Associates LLP, including fees for comfort letters and agreed-upon procedures;

(vi) fees and expenses of Continental Share Services, Inc. as transfer agent and registrar;

(vii) fees and disbursements of underwriters' counsel, Whitmore & Pratt LLP; and

(viii) miscellaneous expenses, including filing fees, FINRA review fees, and other customary costs of the Offering.

RESOLVED FURTHER, that the engagement of Whitmore & Pratt LLP as counsel to the Underwriters in connection with the Offering is hereby acknowledged, and the Company's agreement to reimburse reasonable fees and expenses of underwriters' counsel (subject to a cap to be negotiated in the Underwriting Agreement) is hereby approved.

SECTION 4: APPROVAL OF USE OF PROCEEDS

RESOLVED, that the net proceeds of the Offering (estimated at approximately one hundred seventy-one million four hundred fifty thousand dollars ($171,450,000) after deducting the underwriting discount and estimated offering expenses based on the base offering) shall be applied as follows:

(a) Expansion into the Louisiana and Indiana Gaming Markets — Approximately $115,000,000 (approximately 67% of net proceeds):

(i) Approximately seventy million dollars ($70,000,000) shall be allocated for the acquisition of development rights and initial construction costs associated with the development of a new casino-resort property in Bossier City, Louisiana, including the acquisition of certain real property interests, pre-construction design and engineering, permitting and regulatory costs, and initial site preparation and construction activities; and

(ii) Approximately forty-five million dollars ($45,000,000) shall be allocated for the renovation, expansion, and rebranding of a leased gaming facility in Gary, Indiana, including capital improvements to the gaming floor, hotel accommodations, food and beverage facilities, entertainment venues, and related infrastructure, as well as costs associated with the rebranding of such facility under the Company's proprietary brand portfolio.

(b) Partial Retirement of Senior Secured Notes — Approximately $50,000,000:

Approximately fifty million dollars ($50,000,000) of net proceeds shall be applied to the partial retirement, at par, of the Company's outstanding 6.25% Senior Secured Notes due June 15, 2028 (CUSIP 76134Q 206) (the "Senior Notes"), reducing the outstanding principal amount of the Senior Notes from $325,000,000 to $275,000,000. The Senior Notes were issued pursuant to that certain Indenture, dated as of June 15, 2021 (as supplemented and amended, the "Indenture"), between the Company and Fidelitas Trust Company, N.A., as indenture trustee (the "Trustee"). Such partial retirement shall be effected in accordance with the optional redemption provisions of the Indenture or through open market purchases or other means as the officers of the Company shall determine to be in the best interests of the Company, subject to applicable securities laws and the terms of the Indenture.

The remainder of the net proceeds, estimated at approximately six million four hundred fifty thousand dollars ($6,450,000), shall be applied for general corporate purposes, which may include, without limitation, working capital, additional capital expenditures, and other general corporate needs as the officers of the Company may determine from time to time.

RESOLVED FURTHER, that the Pricing Committee (as established in Section 5 below) or any one of Marcus Hale (CEO), Lena Okafor (CFO), or Darren Whitfield (EVP & General Counsel), acting alone, is hereby authorized and empowered to reallocate the net proceeds of the Offering among the foregoing uses as he, she, or the Pricing Committee may deem appropriate or advisable in light of prevailing market conditions, the Company's business needs, and other relevant factors, provided that any such reallocation shall be consistent with the general parameters and strategic objectives set forth herein and shall be promptly reported to the Board.

SECTION 5: ESTABLISHMENT AND AUTHORIZATION OF PRICING COMMITTEE

RESOLVED, that a Pricing Committee of the Board (the "Pricing Committee") is hereby established for the purpose of determining the final terms and pricing of the Offering and taking such other actions as may be necessary or advisable in connection with the consummation of the Offering, consisting of the following members:

(a) Marcus Hale, Chief Executive Officer and Director;

(b) Lena Okafor, Chief Financial Officer; and

RESOLVED FURTHER, that the Pricing Committee is hereby authorized and empowered, on behalf of and in the name of the Company, to take the following actions:

(a) to determine the final public offering price per share of Common Stock to be sold in the Offering, provided that such price shall not be less than twenty-five dollars ($25.00) per share;

(b) to determine the final number of shares of Common Stock to be sold in the Offering, provided that such number (including shares subject to the over-allotment option granted to the Underwriters) shall not exceed eight million (8,000,000) shares in the aggregate;

(c) to determine the final underwriting discount, provided that such discount shall not exceed four percent (4.0%) of the public offering price per share;

(d) to approve and execute, or to authorize any member of the Pricing Committee or any officer of the Company to execute, the Underwriting Agreement in its final form, with such changes, additions, deletions, or modifications as the members of the Pricing Committee may approve, which approval shall be conclusively evidenced by the execution and delivery thereof;

(e) to approve the final prospectus supplement for filing with the SEC pursuant to Rule 424(b)(5) under the Securities Act;

(f) to approve any pricing term sheet or other free writing prospectus for filing with the SEC pursuant to Rule 433 under the Securities Act;

(g) to approve the final syndicate allocation among the Underwriters, including any changes to the percentages set forth in Section 3 above;

(h) to determine the timing of the launch, pricing, and closing of the Offering; and

(i) to take any and all other actions as the members of the Pricing Committee may deem necessary, appropriate, or advisable in connection with the pricing and consummation of the Offering, with the same force and effect as if such actions had been taken by the full Board.

RESOLVED FURTHER, that the Pricing Committee may act by unanimous written consent of all of its members or at a meeting at which all members of the Pricing Committee are present, whether in person or by telephone or other communications equipment permitting all participants to hear each other at the same time, and the actions of the Pricing Committee taken in accordance with the foregoing shall constitute the actions of the Board for all purposes.

RESOLVED FURTHER, that the authority of the Pricing Committee, as set forth in these resolutions, shall automatically expire sixty (60) days from the date of adoption of these resolutions (i.e., November 29, 2025), unless such authority is extended by further action of the Board; provided, however, that the expiration of such authority shall not affect the validity of any actions taken by the Pricing Committee prior to such expiration.

SECTION 6: APPROVAL OF LOCK-UP AGREEMENTS

RESOLVED, that each director and executive officer of the Company (currently consisting of ten (10) persons) shall be required to execute and deliver a lock-up agreement, substantially in the form to be approved by the Pricing Committee (each, a "Lock-Up Agreement"), pursuant to which each such person shall agree not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise transfer or dispose of, or enter into any hedging or similar transaction with respect to, any shares of Common Stock or any securities convertible into, exercisable for, or exchangeable for Common Stock, for a period of ninety (90) days from the date of the final prospectus supplement relating to the Offering (the "Lock-Up Period"), subject to release with the prior written consent of Pinnacle Zanthor & Co., as lead bookrunning manager, in its sole discretion, and subject to such other customary exceptions as may be set forth in the Lock-Up Agreement.

RESOLVED FURTHER, that the Company shall also request that Grandview Capital Partners, LP, a significant stockholder of the Company (holding, as of the date of these resolutions, approximately 18,720,000 shares of Common Stock, representing approximately 12.28% of the total shares of Common Stock currently outstanding), execute and deliver a Lock-Up Agreement in substantially the same form as the Lock-Up Agreements to be executed by the Company's directors and executive officers, and the officers of the Company are authorized to negotiate the terms of such Lock-Up Agreement with Grandview Capital Partners, LP and its representatives.

SECTION 7: AUTHORIZATION OF NYSE SUPPLEMENTAL LISTING APPLICATION

RESOLVED, that the officers of the Company, and each of them acting alone, are hereby authorized and directed to prepare, execute, and file with the NYSE a Supplemental Listing Application (or such other application or notification as may be required by the NYSE) for the listing of the additional shares of Common Stock to be issued in connection with the Offering, in an aggregate number of up to 7,540,983 shares (consisting of up to 6,557,377 firm shares and up to 983,606 shares subject to the over-allotment option), on the NYSE under the Company's existing ticker symbol "RDGM."

RESOLVED FURTHER, that the officers of the Company are authorized to take any and all actions and to execute any and all documents, applications, certifications, and agreements as may be required by the NYSE in connection with the listing of such additional shares, and to pay any listing fees or other charges assessed by the NYSE in connection therewith.

SECTION 8: AUTHORIZATION OF ISSUANCE, REGISTRATION, AND DELIVERY OF SHARES

RESOLVED, that the officers of the Company, and each of them acting alone, are hereby authorized and directed to cause the issuance, registration, and delivery of shares of Common Stock in connection with the Offering, including, without limitation, through the book-entry facilities of The Depository Trust Company ("DTC"), with Continental Share Services, Inc. acting as transfer agent and registrar for the Common Stock, and to execute and deliver to Continental Share Services, Inc. such instructions, authorizations, and other documents as may be necessary or appropriate to effect the issuance and registration of such shares in the names of Cede & Co. (as nominee of DTC) or such other registered holders as may be designated.

RESOLVED FURTHER, that the Board hereby confirms that the shares of Common Stock to be issued and sold in connection with the Offering, when issued, delivered, and paid for in accordance with the terms of the Underwriting Agreement, will be duly authorized, validly issued, fully paid, and non-assessable under Section 152 and other applicable provisions of the General Corporation Law of the State of Delaware, and will not be subject to any preemptive rights, rights of first refusal, or similar rights arising under the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, or any agreement to which the Company is a party.

RESOLVED FURTHER, that the Board notes the following with respect to the Company's authorized and outstanding capital stock as of the date of these resolutions:

(a) The Company has a total of 300,000,000 shares of Common Stock authorized under its Amended and Restated Certificate of Incorporation;

(b) As of the date of these resolutions, 152,400,000 shares of Common Stock are issued and outstanding;

(d) As of the date of these resolutions, 3,850,000 shares of Common Stock are reserved for issuance upon the exercise of outstanding awards under the Redstone Gaming Corp. 2021 Equity Incentive Plan, at a weighted-average exercise price of $19.72 per share; and

(e) After giving effect to the foregoing, the Company has sufficient authorized but unissued and unreserved shares of Common Stock available for issuance in connection with the Offering, including the maximum number of shares issuable upon exercise of the over-allotment option (up to 7,540,983 shares).

SECTION 9: RATIFICATION OF ENGAGEMENT OF ADVISORS

RESOLVED, that the engagement of each of the following advisors in connection with the Offering is hereby ratified, confirmed, and approved in all respects, and the officers of the Company are hereby authorized to execute and deliver such engagement letters, amendments, or supplements thereto as may be necessary or appropriate:

(a) Calderwood & Harkness LLP, as issuer's counsel to the Company in connection with the Offering:

• Responsible Partner: Vivienne St. Claire

• Billing Partner: Robert Adeyemi

• Engagement Number: C&H-2025-CM-04187

• Scope: Legal counsel on all aspects of the Offering, including SEC filings, underwriting arrangements, securities law compliance, corporate governance, gaming regulatory matters, and delivery of legal opinions and negative assurance letters.

(b) Ridgeline Advisory Group LLC, as financial advisor to the Company in connection with the Offering:

• Managing Director: Victor Tanaka

• Scope: Financial advisory services in connection with the structuring, marketing, pricing, and execution of the Offering, including market analysis, investor targeting, and coordination with the Underwriters.

• Engagement Partner: Sandra Meyers, CPA

• Scope: Issuance of initial and bring-down comfort letters (in accordance with Statement on Auditing Standards No. 72 (AU-C Section 920)) addressed to the Underwriters in connection with the Offering, including customary agreed-upon procedures with respect to the financial information contained in the Registration Statement and the prospectus supplement, and such other services as may be required.

(d) Continental Share Services, Inc., as transfer agent and registrar for the Common Stock:

• Scope: Transfer agency and registrar services in connection with the issuance, registration, and delivery of shares of Common Stock in the Offering, including coordination with DTC and the Underwriters.

SECTION 10: AUTHORIZATION OF OFFICERS' CERTIFICATES, LEGAL OPINIONS, AND CLOSING DELIVERABLES

RESOLVED, that Marcus Hale, in his capacity as Chief Executive Officer, and Lena Okafor, in her capacity as Chief Financial Officer, are each hereby authorized and directed to execute and deliver, individually or together, at or prior to the closing of the Offering, one or more officers' certificates as may be required by the Underwriting Agreement, certifying on behalf of the Company as to, among other things:

(a) the accuracy and completeness of the representations and warranties of the Company contained in the Underwriting Agreement as of the date of such certificate;

(b) the compliance by the Company with all covenants, agreements, and conditions contained in the Underwriting Agreement to be performed or satisfied by the Company at or prior to the closing;

(d) the absence of any material adverse change in the business, financial condition, results of operations, or prospects of the Company and its subsidiaries, taken as a whole, since the date of the most recent financial statements included or incorporated by reference in the Registration Statement and the prospectus supplement; and

(e) such other matters as may be customarily addressed in officers' certificates delivered in connection with underwritten public offerings.

RESOLVED FURTHER, that the Corporate Secretary of the Company is hereby authorized and directed to execute and deliver, at or prior to the closing of the Offering, a secretary's certificate certifying as to the following:

(a) the Amended and Restated Certificate of Incorporation of the Company, as currently in effect;

(b) the Amended and Restated Bylaws of the Company, as currently in effect;

(d) true, correct, and complete copies of any resolutions adopted by the Pricing Committee in connection with the pricing and consummation of the Offering;

(e) the incumbency and specimen signatures of the officers and directors of the Company authorized to execute documents in connection with the Offering; and

(f) such other matters as may be customarily addressed in a secretary's certificate delivered in connection with underwritten public offerings.

RESOLVED FURTHER, that Calderwood & Harkness LLP is hereby authorized and directed to issue the following legal opinions and letters in connection with the Offering:

(a) a legal opinion, to be filed as Exhibit 5.1 to the Registration Statement (or a post-effective amendment thereto or incorporated by reference therein), addressed to the Company, opining as to the due authorization, valid issuance, full payment, and non-assessability of the shares of Common Stock to be issued in the Offering, covering the maximum number of shares issuable in the Offering including shares issuable upon exercise of the over-allotment option (up to 7,540,983 shares), and including such qualifications, assumptions, and limitations as are customary in such opinions;

(b) a negative assurance letter (sometimes referred to as a "10b-5 letter"), addressed to the Underwriters, in form and substance customary for underwritten public offerings, providing negative assurance with respect to certain matters relating to the Registration Statement and the prospectus supplement; and

(c) a tax disclosure opinion regarding U.S. federal income tax matters addressed in the prospectus supplement, to the extent required by SEC regulations and applicable professional standards.

SECTION 11: GAMING REGULATORY MATTERS

RESOLVED, that the Board hereby acknowledges and confirms that the Company currently holds the following valid and subsisting gaming licenses, permits, and approvals, which are material to the Company's ongoing business operations:

(a) Nevada Gaming Commission — License No. NGC-2019-04172, authorizing the Company's gaming operations within the State of Nevada;

(b) New Jersey Division of Gaming Enforcement — License No. NJDGE-2020-1138, authorizing the Company's gaming operations within the State of New Jersey; and

(c) Mississippi Gaming Commission — License No. MGC-2018-0623, authorizing the Company's gaming operations within the State of Mississippi.

RESOLVED FURTHER, that the Board acknowledges that the Company has submitted applications for gaming licenses and approvals with the following state gaming regulatory authorities in connection with its planned expansion:

(a) Louisiana Gaming Control Board — application submitted on August 12, 2025, in connection with the proposed development of a casino-resort property in Bossier City, Louisiana; and

(b) Indiana Gaming Commission — application submitted on September 5, 2025, in connection with the proposed renovation and operation of a gaming facility in Gary, Indiana.

RESOLVED FURTHER, that the officers of the Company, and each of them acting alone, are hereby authorized and directed to make any and all notifications, filings, applications, reports, or disclosures with federal, state, local, or tribal gaming regulatory authorities (including, without limitation, the Nevada Gaming Commission, the Nevada State Gaming Control Board, the New Jersey Division of Gaming Enforcement, the Mississippi Gaming Commission, the Louisiana Gaming Control Board, and the Indiana Gaming Commission) as may be required or advisable in connection with the Offering, the issuance of additional shares of Common Stock, or any change in the ownership or control structure of the Company that may result from the Offering, and to take any and all other actions as may be necessary to ensure the Company's continued compliance with all applicable gaming laws, regulations, and license conditions.

SECTION 12: GENERAL AUTHORIZATION

RESOLVED, that Marcus Hale, in his capacity as Chief Executive Officer, Lena Okafor, in her capacity as Chief Financial Officer, and Darren Whitfield, in his capacity as Executive Vice President and General Counsel — and each of them acting alone, without the joinder of any other officer — are hereby authorized, empowered, and directed, for and on behalf of and in the name of the Company, to execute and deliver any and all documents, instruments, agreements, certificates, and filings, and to take any and all actions, as any such officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions, with the same force and effect as if each such action had been specifically authorized by the Board, including, without limitation:

(a) the execution and delivery of the Underwriting Agreement, in its final form, together with any amendments, supplements, waivers, or modifications thereto;

(b) the filing with the SEC of the prospectus supplement (both preliminary and final), any amendments or post-effective amendments to the Registration Statement, any short-form registration statement under Rule 462(b), any free writing prospectuses (including the pricing term sheet), and any other filings required in connection with the Offering;

(d) the preparation, execution, and filing of any Supplemental Listing Application or other documents required by the NYSE for the listing of additional shares of Common Stock;

(e) the delivery of instructions and authorizations to Continental Share Services, Inc. regarding the issuance, registration, and delivery of shares of Common Stock in connection with the Offering;

(f) the payment of all fees, expenses, commissions, and other costs incurred by the Company in connection with the Offering, including, without limitation, the underwriting discount, SEC registration fees, NYSE listing fees, printing costs, legal fees, accounting fees, transfer agent fees, and miscellaneous expenses;

(g) the execution and delivery of any officers' certificates, secretary's certificates, letters, or other instruments required to be delivered at or prior to the closing of the Offering;

(h) the negotiation, execution, and delivery of any amendments, supplements, or modifications to the Company's engagement letters with Calderwood & Harkness LLP, Ridgeline Advisory Group LLC, Kaplan Feld & Associates LLP, and Continental Share Services, Inc.;

(i) the making of any notifications, filings, or applications with gaming regulatory authorities as contemplated by Section 11 of these resolutions; and

(j) the execution and delivery of any other documents and instruments and the taking of any other actions as may be necessary, appropriate, or desirable in connection with the Offering, the issuance of shares, and the consummation of the transactions contemplated by these resolutions.

RESOLVED FURTHER, that any and all actions heretofore taken by any officer or director of the Company in connection with the Offering and the matters contemplated by these resolutions, including, without limitation, any actions taken prior to the adoption of these resolutions in anticipation of the Offering, are hereby ratified, confirmed, and approved in all respects as the actions of the Company duly authorized by the Board.

SECTION 13: EFFECTIVENESS

These resolutions were adopted by the affirmative vote of a majority of the directors present at the meeting of the Board of Directors of the Company duly called and held on September 30, 2025, a quorum being present and acting throughout.

These resolutions shall be effective immediately upon adoption.

The Corporate Secretary of the Company is hereby directed to record these resolutions, and a copy of all attachments and exhibits referenced herein, in the minute book of the Company, and to prepare and deliver certified copies of these resolutions as may be required from time to time in connection with the Offering and the transactions contemplated hereby.

CERTIFICATE OF SECRETARY

I, the undersigned, Secretary of Redstone Gaming Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Company"), do hereby certify as follows:

1. The foregoing is a true, correct, and complete copy of resolutions duly adopted by the Board of Directors of Redstone Gaming Corp. at a meeting of the Board of Directors duly called and held on September 30, 2025, at which a quorum of the Board was present and acting throughout the entirety of such meeting. Such resolutions were adopted by the affirmative vote of a majority of the directors present at such meeting, as required by the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and the General Corporation Law of the State of Delaware.

2. Such resolutions have not been amended, modified, rescinded, or revoked by any subsequent action of the Board of Directors or the stockholders of the Company and remain in full force and effect as of the date hereof.

3. The Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company, each as currently in effect, authorize the actions taken in and contemplated by the foregoing resolutions, and such resolutions are not inconsistent with or in contravention of any provision of the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, or any resolution of the Board of Directors or the stockholders of the Company currently in effect.

4. The meeting of the Board of Directors at which such resolutions were adopted was duly called and held, and all notice requirements under the Company's Amended and Restated Bylaws and applicable law were satisfied or duly waived.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of October 31, 2025.

________________________________________

Name: ________

Title: Secretary, Redstone Gaming Corp.

Date: October 31, 2025

[SEAL]

Underwriter	Role	Allocation
Pinnacle Zanthor & Co.	Lead Bookrunning Manager	60%
Hargrove Williams Securities LLC	Joint Bookrunning Manager	30%
Clearwater Capital Markets Inc.	Co-Manager	10%

CERTIFIED COPY OF RESOLUTIONS
ADOPTED BY THE BOARD OF DIRECTORS
OF REDSTONE GAMING CORP.
CERTIFICATION
I, the undersigned, being the duly elected, qualified, and acting Secretary of Redstone Gaming Corp., a corporation organized and existing under the laws of the State of Delaware (the "Company"), do hereby certify that the following is a true, correct, and complete copy of resolutions duly adopted by the Board of Directors of the Company (the "Board") at a meeting of the Board duly called and held on September 30, 2025, in accordance with the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect.
I further certify that a quorum of the Board was present in person or by means of remote communication throughout the entirety of such meeting, and that the resolutions set forth herein were duly adopted by the affirmative vote of a majority of the directors present at such meeting, a quorum being present.
I further certify that the resolutions set forth herein remain in full force and effect as of the date of this certificate and have not been amended, modified, rescinded, or revoked by any subsequent action of the Board or the stockholders of the Company.
This certificate is being delivered as of October 31, 2025, which is the anticipated closing date of the transactions described in the resolutions set forth herein.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of the date first set forth above.
________________________________________
Name: ________
Title: Secretary (or Assistant Secretary)
Redstone Gaming Corp.
Date: October 31, 2025
[SEAL]
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF REDSTONE GAMING CORP.
Adopted September 30, 2025
PREAMBLE
WHEREAS, a meeting of the Board of Directors (the "Board") of Redstone Gaming Corp., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the "Company"), was duly called and held on September 30, 2025, at the principal executive offices of the Company located at 3900 Las Vegas Boulevard South, Suite 1200, Las Vegas, Nevada 89119, and by means of telephone conference for those directors participating remotely;
WHEREAS, notice of such meeting was duly given to all members of the Board in accordance with Article III of the Company's Amended and Restated Bylaws, as currently in effect, and all requirements as to notice, waiver of notice, and consent to the holding of such meeting have been satisfied;
WHEREAS, a quorum of the Board was present and acting throughout the entirety of the meeting, as required by the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and by the General Corporation Law of the State of Delaware;
WHEREAS, the following directors participated in the meeting, in person or by telephone or other communications equipment permitting all participants to hear each other at the same time:
•  Marcus Hale, Chief Executive Officer and Director;
•  Patricia Moynihan, Independent Director and Chair of the Finance Committee;
•  Raymond Chu, Independent Director and Chair of the Audit Committee; and
•  all other duly elected and serving members of the Board;
WHEREAS, the Board considered the advisability and desirability of the Company conducting a follow-on public offering of shares of its common stock, par value $0.001 per share (the "Common Stock"), in an underwritten public offering registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Company's existing effective shelf registration statement on Form S-3 (the "Offering");
WHEREAS, Calderwood & Harkness LLP, legal counsel to the Company, presented to the Board regarding the legal structure, regulatory requirements, and documentation necessary in connection with the proposed Offering, including applicable requirements under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"), and the listing standards of the New York Stock Exchange (the "NYSE");
WHEREAS, Ridgeline Advisory Group LLC, financial advisor to the Company, presented to the Board regarding the proposed structure, economics, market conditions, and anticipated use of proceeds of the proposed Offering, including a review of comparable transactions and an analysis of the potential impact of the Offering on the Company's capital structure, leverage ratios, and earnings per share;
WHEREAS, the Board, having fully discussed the matter and having considered all relevant factors, including the Company's strategic plan, capital needs, existing indebtedness, current market conditions, the interests of the Company's stockholders, and the presentations and recommendations of the Company's management, legal counsel, and financial advisor, has determined that it is in the best interests of the Company and its stockholders to authorize and approve the Offering and the related transactions on the terms and conditions set forth below;
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:
SECTION 1: AUTHORIZATION OF FOLLOW-ON PUBLIC OFFERING OF COMMON STOCK
RESOLVED, that the Board hereby authorizes the Company to offer and sell, in one or more underwritten public offerings pursuant to the Company's effective shelf registration statement on Form S-3, shares of Common Stock, par value $0.001 per share, in an aggregate number not to exceed eight million (8,000,000) shares (including any shares that may be issued upon the exercise of any over-allotment option granted to the underwriters in connection with the Offering), at a public offering price per share of not less than twenty-five dollars ($25.00) per share.
RESOLVED FURTHER, that based on a preliminary public offering price of $27.45 per share, the base offering is expected to consist of approximately 6,557,377 shares of Common Stock, resulting in aggregate gross proceeds to the Company of approximately one hundred eighty million dollars ($180,000,000) from the base offering (before deduction of the underwriting discount and estimated offering expenses).
RESOLVED FURTHER, that the Underwriters (as defined below) shall be granted an over-allotment option (sometimes referred to as a "greenshoe" option) to purchase up to fifteen percent (15%) of the firm shares offered in the base offering, representing a maximum of 983,606 additional shares of Common Stock (based on a base offering of 6,557,377 shares at $27.45 per share), on the same terms and conditions as the firm shares, exercisable within thirty (30) days of the date of the final prospectus supplement relating to the Offering.
RESOLVED FURTHER, that the Offering shall be conducted pursuant to the Company's currently effective universal 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 (the "Registration Statement"), and the base prospectus forming a part thereof.
RESOLVED FURTHER, that the Board hereby notes that the Registration Statement, as originally filed, registered securities in an aggregate amount of $750,000,000, and that prior to this Offering, the remaining shelf capacity under the Registration Statement is approximately $550,000,000 (after giving effect to the Company's issuance, in September 2024, of $200,000,000 aggregate principal amount of 6.25% Senior Secured Notes due June 15, 2028, in a debt takedown from the shelf). Following the completion of this Offering (assuming aggregate gross proceeds of approximately $180,000,000 from the base offering), the remaining capacity under the Registration Statement will be reduced to approximately $370,000,000, which the Board considers sufficient to meet the Company's anticipated capital markets needs for the foreseeable future.
SECTION 2: AUTHORIZATION OF PROSPECTUS SUPPLEMENT, REGISTRATION STATEMENT AMENDMENTS, AND SEC FILINGS
RESOLVED, that the officers of the Company, and each of them acting alone, are hereby authorized and directed to prepare, or cause to be prepared, and to execute and file, or cause to be filed, with the SEC:
(a) a preliminary prospectus supplement to the base prospectus included in the Registration Statement, relating to the Offering, in such form and containing such information as may be required by the Securities Act, the rules and regulations of the SEC, and applicable state securities or "blue sky" laws, and as any authorized officer of the Company, in consultation with legal counsel, may approve;
(b) a final prospectus supplement to the base prospectus included in the Registration Statement, relating to the Offering, to be filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act within the time period required by such rule, reflecting the final terms of the Offering as determined by the Pricing Committee established hereunder or by the authorized officers of the Company;
(c) any amendments or post-effective amendments to the Registration Statement on Form S-3 (File No. 333-278401) as may be necessary or advisable to reflect changes in the information contained therein, to respond to comments from the staff of the SEC, to register additional securities, or to otherwise comply with the Securities Act and the rules and regulations of the SEC;
(d) if necessary or advisable, a short-form registration statement pursuant to Rule 462(b) under the Securities Act to register any additional shares of Common Stock required for the Offering in excess of the shares registered under the existing Registration Statement;
(e) any free writing prospectuses under Rule 433 under the Securities Act, including, without limitation, any pricing term sheet or other supplemental sales material relating to the Offering, in each case in compliance with the conditions and requirements of Rule 433; and
(f) any and all other documents, forms, notices, applications, registrations, or filings with the SEC as may be required or advisable in connection with the Offering, including, without limitation, any Current Reports on Form 8-K, any amendments to existing SEC filings, and any responses to comments or inquiries from the staff of the SEC relating to the Registration Statement, the prospectus supplement, or any other filing made in connection with the Offering.
RESOLVED FURTHER, that each of Marcus Hale, in his capacity as Chief Executive Officer, Lena Okafor, in her capacity as Chief Financial Officer, and Darren Whitfield, in his capacity as Executive Vice President and General Counsel, is hereby specifically authorized and empowered, acting individually or together, for and on behalf of the Company, to execute and file, or cause to be executed and filed, each of the foregoing documents with the SEC, and to take any and all other actions as any such officer may deem necessary or advisable in connection with the foregoing SEC filings, including executing any and all powers of attorney, consents of experts, and other instruments as may be required.
SECTION 3: APPROVAL OF UNDERWRITING AGREEMENT AND ENGAGEMENT OF UNDERWRITERS
RESOLVED, that the Company is hereby authorized to enter into an underwriting agreement (the "Underwriting Agreement") with:
(a) Pinnacle Zanthor & Co., acting as lead bookrunning manager and as representative of the several underwriters named therein;
(b) Hargrove Williams Securities LLC, acting as joint bookrunning manager; and
(c) Clearwater Capital Markets Inc., acting as co-manager;
(collectively, the "Underwriters"), providing for the purchase by the Underwriters, severally and not jointly, on a firm commitment basis, of the shares of Common Stock to be offered in the Offering, subject to the terms and conditions set forth in the Underwriting Agreement.
RESOLVED FURTHER, that the Underwriting Agreement shall provide for an underwriting discount of up to four percent (4.0%) of the public offering price per share, resulting in a net price to the Company of not less than $24.00 per share (assuming a minimum public offering price of $25.00 per share) or such higher net price per share as may be determined based on the final public offering price.
RESOLVED FURTHER, that the syndicate allocation among the Underwriters shall be as follows, or as otherwise determined by the Pricing Committee:
RESOLVED FURTHER, that the Underwriting Agreement shall include a grant to the Underwriters of an over-allotment option to purchase up to fifteen percent (15%) of the firm shares offered in the base offering (up to a maximum of 983,606 additional shares), exercisable by the Underwriters at any time, in whole or in part, within thirty (30) days of the date of the final prospectus supplement, at the public offering price per share less the underwriting discount.
RESOLVED FURTHER, that the Underwriting Agreement shall contain such representations, warranties, covenants, agreements, indemnification provisions, and contribution provisions in favor of the Underwriters as are customary in underwritten public offerings of equity securities of this nature and type, and as may be approved by the officers of the Company in consultation with the Company's legal counsel, Calderwood & Harkness LLP.
RESOLVED FURTHER, that the Company is authorized to pay estimated offering expenses of approximately one million three hundred fifty thousand dollars ($1,350,000) (exclusive of the underwriting discount), which offering expenses are expected to include, without limitation:
(i) SEC registration fees;
(ii) NYSE supplemental listing fees;
(iii) printing and engraving costs;
(iv) fees and disbursements of the Company's legal counsel, Calderwood & Harkness LLP;
(v) fees and disbursements of the Company's independent registered public accounting firm, Kaplan Feld & Associates LLP, including fees for comfort letters and agreed-upon procedures;
(vi) fees and expenses of Continental Share Services, Inc. as transfer agent and registrar;
(vii) fees and disbursements of underwriters' counsel, Whitmore & Pratt LLP; and
(viii) miscellaneous expenses, including filing fees, FINRA review fees, and other customary costs of the Offering.
RESOLVED FURTHER, that the engagement of Whitmore & Pratt LLP as counsel to the Underwriters in connection with the Offering is hereby acknowledged, and the Company's agreement to reimburse reasonable fees and expenses of underwriters' counsel (subject to a cap to be negotiated in the Underwriting Agreement) is hereby approved.
SECTION 4: APPROVAL OF USE OF PROCEEDS
RESOLVED, that the net proceeds of the Offering (estimated at approximately one hundred seventy-one million four hundred fifty thousand dollars ($171,450,000) after deducting the underwriting discount and estimated offering expenses based on the base offering) shall be applied as follows:
(a) Expansion into the Louisiana and Indiana Gaming Markets — Approximately $115,000,000 (approximately 67% of net proceeds):
(i) Approximately seventy million dollars ($70,000,000) shall be allocated for the acquisition of development rights and initial construction costs associated with the development of a new casino-resort property in Bossier City, Louisiana, including the acquisition of certain real property interests, pre-construction design and engineering, permitting and regulatory costs, and initial site preparation and construction activities; and
(ii) Approximately forty-five million dollars ($45,000,000) shall be allocated for the renovation, expansion, and rebranding of a leased gaming facility in Gary, Indiana, including capital improvements to the gaming floor, hotel accommodations, food and beverage facilities, entertainment venues, and related infrastructure, as well as costs associated with the rebranding of such facility under the Company's proprietary brand portfolio.
(b) Partial Retirement of Senior Secured Notes — Approximately $50,000,000:
Approximately fifty million dollars ($50,000,000) of net proceeds shall be applied to the partial retirement, at par, of the Company's outstanding 6.25% Senior Secured Notes due June 15, 2028 (CUSIP 76134Q 206) (the "Senior Notes"), reducing the outstanding principal amount of the Senior Notes from $325,000,000 to $275,000,000. The Senior Notes were issued pursuant to that certain Indenture, dated as of June 15, 2021 (as supplemented and amended, the "Indenture"), between the Company and Fidelitas Trust Company, N.A., as indenture trustee (the "Trustee"). Such partial retirement shall be effected in accordance with the optional redemption provisions of the Indenture or through open market purchases or other means as the officers of the Company shall determine to be in the best interests of the Company, subject to applicable securities laws and the terms of the Indenture.
(c) General Corporate Purposes — Approximately $6,450,000:
The remainder of the net proceeds, estimated at approximately six million four hundred fifty thousand dollars ($6,450,000), shall be applied for general corporate purposes, which may include, without limitation, working capital, additional capital expenditures, and other general corporate needs as the officers of the Company may determine from time to time.
RESOLVED FURTHER, that the Pricing Committee (as established in Section 5 below) or any one of Marcus Hale (CEO), Lena Okafor (CFO), or Darren Whitfield (EVP & General Counsel), acting alone, is hereby authorized and empowered to reallocate the net proceeds of the Offering among the foregoing uses as he, she, or the Pricing Committee may deem appropriate or advisable in light of prevailing market conditions, the Company's business needs, and other relevant factors, provided that any such reallocation shall be consistent with the general parameters and strategic objectives set forth herein and shall be promptly reported to the Board.
SECTION 5: ESTABLISHMENT AND AUTHORIZATION OF PRICING COMMITTEE
RESOLVED, that a Pricing Committee of the Board (the "Pricing Committee") is hereby established for the purpose of determining the final terms and pricing of the Offering and taking such other actions as may be necessary or advisable in connection with the consummation of the Offering, consisting of the following members:
(a) Marcus Hale, Chief Executive Officer and Director;
(b) Lena Okafor, Chief Financial Officer; and
(c) Patricia Moynihan, Independent Director and Chair of the Finance Committee.
RESOLVED FURTHER, that the Pricing Committee is hereby authorized and empowered, on behalf of and in the name of the Company, to take the following actions:
(a) to determine the final public offering price per share of Common Stock to be sold in the Offering, provided that such price shall not be less than twenty-five dollars ($25.00) per share;
(b) to determine the final number of shares of Common Stock to be sold in the Offering, provided that such number (including shares subject to the over-allotment option granted to the Underwriters) shall not exceed eight million (8,000,000) shares in the aggregate;
(c) to determine the final underwriting discount, provided that such discount shall not exceed four percent (4.0%) of the public offering price per share;
(d) to approve and execute, or to authorize any member of the Pricing Committee or any officer of the Company to execute, the Underwriting Agreement in its final form, with such changes, additions, deletions, or modifications as the members of the Pricing Committee may approve, which approval shall be conclusively evidenced by the execution and delivery thereof;
(e) to approve the final prospectus supplement for filing with the SEC pursuant to Rule 424(b)(5) under the Securities Act;
(f) to approve any pricing term sheet or other free writing prospectus for filing with the SEC pursuant to Rule 433 under the Securities Act;
(g) to approve the final syndicate allocation among the Underwriters, including any changes to the percentages set forth in Section 3 above;
(h) to determine the timing of the launch, pricing, and closing of the Offering; and
(i) to take any and all other actions as the members of the Pricing Committee may deem necessary, appropriate, or advisable in connection with the pricing and consummation of the Offering, with the same force and effect as if such actions had been taken by the full Board.
RESOLVED FURTHER, that the Pricing Committee may act by unanimous written consent of all of its members or at a meeting at which all members of the Pricing Committee are present, whether in person or by telephone or other communications equipment permitting all participants to hear each other at the same time, and the actions of the Pricing Committee taken in accordance with the foregoing shall constitute the actions of the Board for all purposes.
RESOLVED FURTHER, that the authority of the Pricing Committee, as set forth in these resolutions, shall automatically expire sixty (60) days from the date of adoption of these resolutions (i.e., November 29, 2025), unless such authority is extended by further action of the Board; provided, however, that the expiration of such authority shall not affect the validity of any actions taken by the Pricing Committee prior to such expiration.
SECTION 6: APPROVAL OF LOCK-UP AGREEMENTS
RESOLVED, that each director and executive officer of the Company (currently consisting of ten (10) persons) shall be required to execute and deliver a lock-up agreement, substantially in the form to be approved by the Pricing Committee (each, a "Lock-Up Agreement"), pursuant to which each such person shall agree not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise transfer or dispose of, or enter into any hedging or similar transaction with respect to, any shares of Common Stock or any securities convertible into, exercisable for, or exchangeable for Common Stock, for a period of ninety (90) days from the date of the final prospectus supplement relating to the Offering (the "Lock-Up Period"), subject to release with the prior written consent of Pinnacle Zanthor & Co., as lead bookrunning manager, in its sole discretion, and subject to such other customary exceptions as may be set forth in the Lock-Up Agreement.
RESOLVED FURTHER, that the Company shall also request that Grandview Capital Partners, LP, a significant stockholder of the Company (holding, as of the date of these resolutions, approximately 18,720,000 shares of Common Stock, representing approximately 12.28% of the total shares of Common Stock currently outstanding), execute and deliver a Lock-Up Agreement in substantially the same form as the Lock-Up Agreements to be executed by the Company's directors and executive officers, and the officers of the Company are authorized to negotiate the terms of such Lock-Up Agreement with Grandview Capital Partners, LP and its representatives.
SECTION 7: AUTHORIZATION OF NYSE SUPPLEMENTAL LISTING APPLICATION
RESOLVED, that the officers of the Company, and each of them acting alone, are hereby authorized and directed to prepare, execute, and file with the NYSE a Supplemental Listing Application (or such other application or notification as may be required by the NYSE) for the listing of the additional shares of Common Stock to be issued in connection with the Offering, in an aggregate number of up to 7,540,983 shares (consisting of up to 6,557,377 firm shares and up to 983,606 shares subject to the over-allotment option), on the NYSE under the Company's existing ticker symbol "RDGM."
RESOLVED FURTHER, that the officers of the Company are authorized to take any and all actions and to execute any and all documents, applications, certifications, and agreements as may be required by the NYSE in connection with the listing of such additional shares, and to pay any listing fees or other charges assessed by the NYSE in connection therewith.
SECTION 8: AUTHORIZATION OF ISSUANCE, REGISTRATION, AND DELIVERY OF SHARES
RESOLVED, that the officers of the Company, and each of them acting alone, are hereby authorized and directed to cause the issuance, registration, and delivery of shares of Common Stock in connection with the Offering, including, without limitation, through the book-entry facilities of The Depository Trust Company ("DTC"), with Continental Share Services, Inc. acting as transfer agent and registrar for the Common Stock, and to execute and deliver to Continental Share Services, Inc. such instructions, authorizations, and other documents as may be necessary or appropriate to effect the issuance and registration of such shares in the names of Cede & Co. (as nominee of DTC) or such other registered holders as may be designated.
RESOLVED FURTHER, that the Board hereby confirms that the shares of Common Stock to be issued and sold in connection with the Offering, when issued, delivered, and paid for in accordance with the terms of the Underwriting Agreement, will be duly authorized, validly issued, fully paid, and non-assessable under Section 152 and other applicable provisions of the General Corporation Law of the State of Delaware, and will not be subject to any preemptive rights, rights of first refusal, or similar rights arising under the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, or any agreement to which the Company is a party.
RESOLVED FURTHER, that the Board notes the following with respect to the Company's authorized and outstanding capital stock as of the date of these resolutions:
(a) The Company has a total of 300,000,000 shares of Common Stock authorized under its Amended and Restated Certificate of Incorporation;
(b) As of the date of these resolutions, 152,400,000 shares of Common Stock are issued and outstanding;
(c) As of the date of these resolutions, 4,200,000 shares of Common Stock are held by the Company as treasury stock;
(d) As of the date of these resolutions, 3,850,000 shares of Common Stock are reserved for issuance upon the exercise of outstanding awards under the Redstone Gaming Corp. 2021 Equity Incentive Plan, at a weighted-average exercise price of $19.72 per share; and
(e) After giving effect to the foregoing, the Company has sufficient authorized but unissued and unreserved shares of Common Stock available for issuance in connection with the Offering, including the maximum number of shares issuable upon exercise of the over-allotment option (up to 7,540,983 shares).
SECTION 9: RATIFICATION OF ENGAGEMENT OF ADVISORS
RESOLVED, that the engagement of each of the following advisors in connection with the Offering is hereby ratified, confirmed, and approved in all respects, and the officers of the Company are hereby authorized to execute and deliver such engagement letters, amendments, or supplements thereto as may be necessary or appropriate:
(a) Calderwood & Harkness LLP, as issuer's counsel to the Company in connection with the Offering:
•  Responsible Partner: Vivienne St. Claire
•  Billing Partner: Robert Adeyemi
•  Engagement Number: C&H-2025-CM-04187
•  Scope: Legal counsel on all aspects of the Offering, including SEC filings, underwriting arrangements, securities law compliance, corporate governance, gaming regulatory matters, and delivery of legal opinions and negative assurance letters.
(b) Ridgeline Advisory Group LLC, as financial advisor to the Company in connection with the Offering:
•  Managing Director: Victor Tanaka
•  Scope: Financial advisory services in connection with the structuring, marketing, pricing, and execution of the Offering, including market analysis, investor targeting, and coordination with the Underwriters.
(c) Kaplan Feld & Associates LLP, as the Company's independent registered public accounting firm:
•  Engagement Partner: Sandra Meyers, CPA
•  Scope: Issuance of initial and bring-down comfort letters (in accordance with Statement on Auditing Standards No. 72 (AU-C Section 920)) addressed to the Underwriters in connection with the Offering, including customary agreed-upon procedures with respect to the financial information contained in the Registration Statement and the prospectus supplement, and such other services as may be required.
(d) Continental Share Services, Inc., as transfer agent and registrar for the Common Stock:
•  Scope: Transfer agency and registrar services in connection with the issuance, registration, and delivery of shares of Common Stock in the Offering, including coordination with DTC and the Underwriters.
SECTION 10: AUTHORIZATION OF OFFICERS' CERTIFICATES, LEGAL OPINIONS, AND CLOSING DELIVERABLES
RESOLVED, that Marcus Hale, in his capacity as Chief Executive Officer, and Lena Okafor, in her capacity as Chief Financial Officer, are each hereby authorized and directed to execute and deliver, individually or together, at or prior to the closing of the Offering, one or more officers' certificates as may be required by the Underwriting Agreement, certifying on behalf of the Company as to, among other things:
(a) the accuracy and completeness of the representations and warranties of the Company contained in the Underwriting Agreement as of the date of such certificate;
(b) the compliance by the Company with all covenants, agreements, and conditions contained in the Underwriting Agreement to be performed or satisfied by the Company at or prior to the closing;
(c) the satisfaction of all conditions to the obligations of the Underwriters under the Underwriting Agreement;
(d) the absence of any material adverse change in the business, financial condition, results of operations, or prospects of the Company and its subsidiaries, taken as a whole, since the date of the most recent financial statements included or incorporated by reference in the Registration Statement and the prospectus supplement; and
(e) such other matters as may be customarily addressed in officers' certificates delivered in connection with underwritten public offerings.
RESOLVED FURTHER, that the Corporate Secretary of the Company is hereby authorized and directed to execute and deliver, at or prior to the closing of the Offering, a secretary's certificate certifying as to the following:
(a) the Amended and Restated Certificate of Incorporation of the Company, as currently in effect;
(b) the Amended and Restated Bylaws of the Company, as currently in effect;
(c) true, correct, and complete copies of these Board resolutions;
(d) true, correct, and complete copies of any resolutions adopted by the Pricing Committee in connection with the pricing and consummation of the Offering;
(e) the incumbency and specimen signatures of the officers and directors of the Company authorized to execute documents in connection with the Offering; and
(f) such other matters as may be customarily addressed in a secretary's certificate delivered in connection with underwritten public offerings.
RESOLVED FURTHER, that Calderwood & Harkness LLP is hereby authorized and directed to issue the following legal opinions and letters in connection with the Offering:
(a) a legal opinion, to be filed as Exhibit 5.1 to the Registration Statement (or a post-effective amendment thereto or incorporated by reference therein), addressed to the Company, opining as to the due authorization, valid issuance, full payment, and non-assessability of the shares of Common Stock to be issued in the Offering, covering the maximum number of shares issuable in the Offering including shares issuable upon exercise of the over-allotment option (up to 7,540,983 shares), and including such qualifications, assumptions, and limitations as are customary in such opinions;
(b) a negative assurance letter (sometimes referred to as a "10b-5 letter"), addressed to the Underwriters, in form and substance customary for underwritten public offerings, providing negative assurance with respect to certain matters relating to the Registration Statement and the prospectus supplement; and
(c) a tax disclosure opinion regarding U.S. federal income tax matters addressed in the prospectus supplement, to the extent required by SEC regulations and applicable professional standards.
SECTION 11: GAMING REGULATORY MATTERS
RESOLVED, that the Board hereby acknowledges and confirms that the Company currently holds the following valid and subsisting gaming licenses, permits, and approvals, which are material to the Company's ongoing business operations:
(a) Nevada Gaming Commission — License No. NGC-2019-04172, authorizing the Company's gaming operations within the State of Nevada;
(b) New Jersey Division of Gaming Enforcement — License No. NJDGE-2020-1138, authorizing the Company's gaming operations within the State of New Jersey; and
(c) Mississippi Gaming Commission — License No. MGC-2018-0623, authorizing the Company's gaming operations within the State of Mississippi.
RESOLVED FURTHER, that the Board acknowledges that the Company has submitted applications for gaming licenses and approvals with the following state gaming regulatory authorities in connection with its planned expansion:
(a) Louisiana Gaming Control Board — application submitted on August 12, 2025, in connection with the proposed development of a casino-resort property in Bossier City, Louisiana; and
(b) Indiana Gaming Commission — application submitted on September 5, 2025, in connection with the proposed renovation and operation of a gaming facility in Gary, Indiana.
RESOLVED FURTHER, that the officers of the Company, and each of them acting alone, are hereby authorized and directed to make any and all notifications, filings, applications, reports, or disclosures with federal, state, local, or tribal gaming regulatory authorities (including, without limitation, the Nevada Gaming Commission, the Nevada State Gaming Control Board, the New Jersey Division of Gaming Enforcement, the Mississippi Gaming Commission, the Louisiana Gaming Control Board, and the Indiana Gaming Commission) as may be required or advisable in connection with the Offering, the issuance of additional shares of Common Stock, or any change in the ownership or control structure of the Company that may result from the Offering, and to take any and all other actions as may be necessary to ensure the Company's continued compliance with all applicable gaming laws, regulations, and license conditions.
SECTION 12: GENERAL AUTHORIZATION
RESOLVED, that Marcus Hale, in his capacity as Chief Executive Officer, Lena Okafor, in her capacity as Chief Financial Officer, and Darren Whitfield, in his capacity as Executive Vice President and General Counsel — and each of them acting alone, without the joinder of any other officer — are hereby authorized, empowered, and directed, for and on behalf of and in the name of the Company, to execute and deliver any and all documents, instruments, agreements, certificates, and filings, and to take any and all actions, as any such officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions, with the same force and effect as if each such action had been specifically authorized by the Board, including, without limitation:
(a) the execution and delivery of the Underwriting Agreement, in its final form, together with any amendments, supplements, waivers, or modifications thereto;
(b) the filing with the SEC of the prospectus supplement (both preliminary and final), any amendments or post-effective amendments to the Registration Statement, any short-form registration statement under Rule 462(b), any free writing prospectuses (including the pricing term sheet), and any other filings required in connection with the Offering;
(c) the execution and delivery of Lock-Up Agreements in connection with the Offering;
(d) the preparation, execution, and filing of any Supplemental Listing Application or other documents required by the NYSE for the listing of additional shares of Common Stock;
(e) the delivery of instructions and authorizations to Continental Share Services, Inc. regarding the issuance, registration, and delivery of shares of Common Stock in connection with the Offering;
(f) the payment of all fees, expenses, commissions, and other costs incurred by the Company in connection with the Offering, including, without limitation, the underwriting discount, SEC registration fees, NYSE listing fees, printing costs, legal fees, accounting fees, transfer agent fees, and miscellaneous expenses;
(g) the execution and delivery of any officers' certificates, secretary's certificates, letters, or other instruments required to be delivered at or prior to the closing of the Offering;
(h) the negotiation, execution, and delivery of any amendments, supplements, or modifications to the Company's engagement letters with Calderwood & Harkness LLP, Ridgeline Advisory Group LLC, Kaplan Feld & Associates LLP, and Continental Share Services, Inc.;
(i) the making of any notifications, filings, or applications with gaming regulatory authorities as contemplated by Section 11 of these resolutions; and
(j) the execution and delivery of any other documents and instruments and the taking of any other actions as may be necessary, appropriate, or desirable in connection with the Offering, the issuance of shares, and the consummation of the transactions contemplated by these resolutions.
RESOLVED FURTHER, that any and all actions heretofore taken by any officer or director of the Company in connection with the Offering and the matters contemplated by these resolutions, including, without limitation, any actions taken prior to the adoption of these resolutions in anticipation of the Offering, are hereby ratified, confirmed, and approved in all respects as the actions of the Company duly authorized by the Board.
SECTION 13: EFFECTIVENESS
These resolutions were adopted by the affirmative vote of a majority of the directors present at the meeting of the Board of Directors of the Company duly called and held on September 30, 2025, a quorum being present and acting throughout.
These resolutions shall be effective immediately upon adoption.
The Corporate Secretary of the Company is hereby directed to record these resolutions, and a copy of all attachments and exhibits referenced herein, in the minute book of the Company, and to prepare and deliver certified copies of these resolutions as may be required from time to time in connection with the Offering and the transactions contemplated hereby.
CERTIFICATE OF SECRETARY
I, the undersigned, Secretary of Redstone Gaming Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Company"), do hereby certify as follows:
1.  The foregoing is a true, correct, and complete copy of resolutions duly adopted by the Board of Directors of Redstone Gaming Corp. at a meeting of the Board of Directors duly called and held on September 30, 2025, at which a quorum of the Board was present and acting throughout the entirety of such meeting. Such resolutions were adopted by the affirmative vote of a majority of the directors present at such meeting, as required by the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and the General Corporation Law of the State of Delaware.
2.  Such resolutions have not been amended, modified, rescinded, or revoked by any subsequent action of the Board of Directors or the stockholders of the Company and remain in full force and effect as of the date hereof.
3.  The Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company, each as currently in effect, authorize the actions taken in and contemplated by the foregoing resolutions, and such resolutions are not inconsistent with or in contravention of any provision of the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, or any resolution of the Board of Directors or the stockholders of the Company currently in effect.
4.  The meeting of the Board of Directors at which such resolutions were adopted was duly called and held, and all notice requirements under the Company's Amended and Restated Bylaws and applicable law were satisfied or duly waived.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of October 31, 2025.
________________________________________
Name: ________
Title: Secretary, Redstone Gaming Corp.
Date: October 31, 2025
[SEAL]
Underwriter | Role | Allocation
Pinnacle Zanthor & Co. | Lead Bookrunning Manager | 60%
Hargrove Williams Securities LLC | Joint Bookrunning Manager | 30%
Clearwater Capital Markets Inc. | Co-Manager | 10%

CERTIFIED COPY OF RESOLUTIONS

ADOPTED BY THE BOARD OF DIRECTORS

OF REDSTONE GAMING CORP.

CERTIFICATION

RESOLUTIONS OF THE BOARD OF DIRECTORS

OF REDSTONE GAMING CORP.

PREAMBLE

SECTION 1: AUTHORIZATION OF FOLLOW-ON PUBLIC OFFERING OF COMMON STOCK

SECTION 3: APPROVAL OF UNDERWRITING AGREEMENT AND ENGAGEMENT OF UNDERWRITERS

SECTION 4: APPROVAL OF USE OF PROCEEDS

SECTION 5: ESTABLISHMENT AND AUTHORIZATION OF PRICING COMMITTEE

SECTION 6: APPROVAL OF LOCK-UP AGREEMENTS

SECTION 7: AUTHORIZATION OF NYSE SUPPLEMENTAL LISTING APPLICATION

SECTION 8: AUTHORIZATION OF ISSUANCE, REGISTRATION, AND DELIVERY OF SHARES

SECTION 9: RATIFICATION OF ENGAGEMENT OF ADVISORS

SECTION 11: GAMING REGULATORY MATTERS

SECTION 12: GENERAL AUTHORIZATION

SECTION 13: EFFECTIVENESS

CERTIFICATE OF SECRETARY

Record

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