1033-00002 · Redstone Gaming Corp · Due Diligence

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CALDERWOOD & HARKNESS LLP

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

BRING-DOWN DUE DILIGENCE CALL OUTLINE

Re: Redstone Gaming Corp. — $180,000,000 Follow-On Equity Offering of Common Stock

Engagement No.: C&H-2025-CM-04187

Prepared by: Brendan Walsh, Lead Associate, Capital Markets; Natasha Forbes, Working Associate, Capital Markets

Reviewed by: Vivienne St. Claire, Responsible Partner, Capital Markets

Date of Preparation: October 24, 2025

Scheduled Call Date: On or about October 27, 2025 (one business day prior to expected pricing date of October 28, 2025)

Call Participants:

RGC Management:

Marcus Hale, Chief Executive Officer & Director

Lena Okafor, Chief Financial Officer

Darren Whitfield, Executive Vice President & General Counsel

Issuer's Counsel (Calderwood & Harkness LLP):

Vivienne St. Claire, Responsible Partner

Brendan Walsh, Lead Associate

Natasha Forbes, Working Associate

Underwriters / Underwriters' Counsel (Invited Participants):

Aisha Rowan, Managing Director, Pinnacle Zanthor & Co.

Colin Matsuda, Vice President, Pinnacle Zanthor & Co.

Peter Langston, Managing Director, Hargrove Williams Securities LLC

Thomas Beaumont, Partner, Whitmore & Pratt LLP

Rebecca Ling, Senior Associate, Whitmore & Pratt LLP

Conference Line / Logistics: To be circulated separately.

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I. Introduction and Purpose of the Call

The call leader (Vivienne St. Claire) should open the call with a brief statement of the purpose and context of the bring-down due diligence session. The following points should be covered in the introductory remarks:

This bring-down due diligence call is being conducted in connection with the underwritten follow-on public offering by Redstone Gaming Corp. ("RGC" or the "Company") of 6,557,377 shares of common stock, par value $0.001 per share (the "Firm Shares"), plus an over-allotment option granted to the underwriters to purchase up to 983,606 additional shares of common stock (the "Option Shares" and, together with the Firm Shares, the "Shares"), at an anticipated public offering price of $27.45 per share, for total gross proceeds of approximately $180,000,000 with respect to the Firm Shares (or approximately $207,000,000 if the over-allotment option is exercised in full). The underwriters for the offering are Pinnacle Zanthor & Co., as lead book-running manager, Hargrove Williams Securities LLC, as joint book-running manager, and Clearwater Capital Markets Inc., as co-manager.

The offering is being made pursuant to the Company's effective shelf registration statement on Form S-3 (SEC File No. 333-278401; CIK No. 0001847293), originally filed with the Securities and Exchange Commission on March 14, 2024 and declared effective on March 28, 2024, together with a prospectus supplement to be filed under Rule 424(b)(5) of the Securities Act of 1933, as amended (the "Securities Act"). The preliminary prospectus supplement was filed on October 6, 2025 and a revised prospectus supplement incorporating responses to the SEC staff's comment letter dated October 14, 2025 is being prepared for filing.

The purpose of this call is to update the due diligence record in anticipation of the expected pricing of the offering on October 28, 2025 and the expected closing on October 31, 2025, and to confirm that there have been no material changes, developments, or events since the most recent periodic filings incorporated by reference in the prospectus supplement. The documents incorporated by reference include, among others, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the Company's Annual Report on Form 10-K/A filed on July 15, 2025, the Company's most recent Quarterly Report on Form 10-Q, and all Current Reports on Form 8-K filed by the Company since the Form 10-K.

The call leader should note that this call is an integral part of the reasonable investigation process under Section 11 of the Securities Act and is being conducted to support the due diligence defense available to the underwriters and other non-issuer participants in the offering. The call is being documented and the notes and any follow-up materials arising from the call will be maintained in the Due Diligence Defense Memorandum maintained by Calderwood & Harkness LLP in its capacity as counsel to the Company.

All participants should be reminded that this call is privileged and confidential and constitutes attorney work product. The substance of the call should not be disclosed to any person not participating on the call without prior authorization from Vivienne St. Claire. Confirm with Vivienne St. Claire prior to the call whether the call will be recorded or whether detailed contemporaneous notes will serve as the record of the call. If the call is to be recorded, oral consent of all participants should be obtained at the outset.

The call leader should confirm that all expected participants have joined the call and should request that each participant identify themselves by name, title, and organizational affiliation for the record. The call leader should confirm that no persons other than those listed as expected participants are present on the call and that no participants are in a location where the call may be overheard by unauthorized persons.

II. Preliminary Confirmations

A. Identity and Authority of Speakers

The call leader should confirm each RGC participant's identity and authority to speak on behalf of the Company by asking each participant to state their name and title for the record and to confirm that they are authorized by the Company to participate in this due diligence call and to respond to questions on behalf of RGC:

• Marcus Hale — Chief Executive Officer & Director. Mr. Hale should confirm that he is the Chief Executive Officer and a member of the Board of Directors of the Company and that he is authorized to participate in this call and to provide responses on behalf of the Company.

• Lena Okafor — Chief Financial Officer. Ms. Okafor should confirm that she is the Chief Financial Officer of the Company, that she has principal responsibility for the Company's financial reporting and accounting functions, and that she is authorized to participate in this call and to provide responses on behalf of the Company.

• Darren Whitfield — Executive Vice President & General Counsel. Mr. Whitfield should confirm that he is the Executive Vice President and General Counsel of the Company, that he is the principal legal officer of the Company, and that he is authorized to participate in this call and to provide responses on behalf of the Company.

The call leader should note for the record the names and affiliations of all other participants on the call, including counsel to the Company (Calderwood & Harkness LLP), representatives of the underwriters (Pinnacle Zanthor & Co. and Hargrove Williams Securities LLC), and counsel to the underwriters (Whitmore & Pratt LLP).

B. Review of Key Documents

The call leader should confirm that each RGC participant has had a reasonable opportunity to review and is familiar with the following key documents in connection with the offering:

1. The prospectus supplement, as revised to incorporate responses to the SEC staff's comment letter dated October 14, 2025, together with the base prospectus dated March 28, 2024, forming part of the shelf registration statement on Form S-3 (SEC File No. 333-278401);

2. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC;

3. The Company's Annual Report on Form 10-K/A, filed with the SEC on July 15, 2025;

4. The Company's most recent Quarterly Report on Form 10-Q, as filed with the SEC;

5. All Current Reports on Form 8-K filed by the Company since the filing of the Form 10-K for the fiscal year ended December 31, 2024;

6. The draft underwriting agreement in substantially final execution form among Redstone Gaming Corp., Pinnacle Zanthor & Co. (as representative of the several underwriters), Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc.

Each RGC participant should confirm on the record that they have reviewed or are otherwise familiar with the foregoing documents and have had an adequate opportunity to consider the disclosures contained therein.

C. Understanding of Obligation

The call leader should confirm that each RGC participant understands the nature and significance of this due diligence call by stating the following:

"I want to confirm that each of you understands that the purpose of this call is to provide the underwriters and their counsel with an opportunity to ask questions and receive answers concerning the Company and its business, financial condition, and prospects, and concerning the accuracy and completeness of the disclosures in the registration statement and prospectus supplement. Each of you has an obligation to disclose any material information known to you that may be relevant to the accuracy and completeness of the registration statement and the prospectus supplement. Any material omissions or misstatements in the registration statement or the prospectus supplement could give rise to liability for the Company, its officers, and its directors under Section 11 and Section 12(a)(2) of the Securities Act of 1933, as amended. Do each of you confirm that you understand this obligation?"

Each RGC participant should respond affirmatively for the record.

III. Accuracy of the Registration Statement and Prospectus Supplement

A. General Accuracy and Completeness

The call leader should pose the following questions to the RGC management participants. Each question should be addressed to all three participants, and responses should be noted for the record, including the identity of the respondent and any qualifications or caveats:

Question 1: "Does the registration statement, including the base prospectus and the prospectus supplement as currently revised, contain any untrue statement of a material fact?"

Question 2: "Does the registration statement, including the base prospectus and the prospectus supplement as currently revised, omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading?"

Question 3: "Are there any facts or circumstances not disclosed in the prospectus supplement that a reasonable investor would consider important in making an investment decision regarding the shares being offered?"

The note-taker should document the responses to each of these questions verbatim or in detailed summary form, including the name of each respondent and any qualifications, reservations, or requests for follow-up.

B. Specific Disclosure Sections

Following the general accuracy and completeness questions, the call leader should address each of the following specific disclosure areas in the prospectus supplement:

1. Use of Proceeds

The call leader should confirm with RGC management that the described allocation of estimated net proceeds from the offering remains accurate as of the date of the call. The prospectus supplement discloses the following allocation of net proceeds:

(a) Approximately $115,000,000 for the Company's Louisiana and Indiana expansion initiatives, allocated as follows:

(i) Approximately $70,000,000 for the acquisition of casino-resort development rights and initial construction costs related to the Bossier City, Louisiana project; and

(ii) Approximately $45,000,000 for the renovation and rebranding of the leased gaming facility in Gary, Indiana;

(b) Approximately $50,000,000 for the partial retirement of the Company's 6.25% Senior Secured Notes due June 15, 2028, which would reduce the outstanding principal amount from $325,000,000 to approximately $275,000,000; and

The call leader should ask: "Do these allocations remain accurate, and does the Company currently intend to use the net proceeds of the offering in the manner described in the prospectus supplement? Has there been any change in the Company's intended use of proceeds since the prospectus supplement was last revised?"

2. Risk Factors

The call leader should confirm that the risk factors set forth in the prospectus supplement, including the risk factors incorporated by reference from the Form 10-K and Form 10-Q, remain accurate and complete as of the date of the call. In particular, the call leader should address the following:

"The prospectus supplement includes a newly added risk factor relating to the concentration of the Company's gaming revenue in Nevada, which discloses that approximately 58% of total gaming revenue is derived from the Company's Nevada operations. Does this risk factor remain accurate and complete? Have any new material risks emerged since the risk factors were last reviewed that are not currently disclosed in the prospectus supplement or the documents incorporated by reference?"

3. Business Description

The call leader should confirm the accuracy of the description of the Company's business as set forth in the prospectus supplement and the documents incorporated by reference. Specifically, the call leader should confirm:

"The prospectus supplement describes the Company as operating eight casino-resort properties across the states of Nevada, New Jersey, and Mississippi, and as operating the RedBet Digital platform, which provides online sports betting and iGaming services in twelve states. Does this description remain accurate and complete? Have there been any changes to the Company's properties, operations, or the states in which RedBet Digital operates since the prospectus supplement was last revised?"

4. Management and Directors

The call leader should confirm that there have been no changes to the Company's executive officers or members of the Board of Directors since the most recent periodic filing:

"Have there been any changes in the Company's officers or directors since the most recently filed periodic report? Have any officers or directors resigned, been appointed, or been removed? Have there been any changes in the composition of any committee of the Board of Directors?"

IV. Financial Condition and Results of Operations

A. Financial Statements Incorporated by Reference

The call leader should confirm the continued accuracy and reliability of the financial statements incorporated by reference in the prospectus supplement:

"I would like to confirm that the audited consolidated financial statements for the fiscal year ended December 31, 2024, as audited by Kaplan Feld & Associates LLP under the direction of engagement partner Sandra Meyers and as set forth in the Company's Form 10-K (as amended by the Form 10-K/A filed July 15, 2025), remain accurate and have not been restated, revised, or otherwise modified since they were filed. Is that correct?"

"I would also like to confirm that the unaudited interim consolidated financial statements set forth in the Company's most recent Quarterly Report on Form 10-Q remain accurate and have not been restated, revised, or otherwise modified since they were filed. Is that correct?"

For reference purposes, the call leader and note-taker should have the following key financial figures from the Company's FY 2024 audited financial statements available:

• Total revenues: $2.47 billion

• Adjusted EBITDA: $612 million

• Net income: $187 million

B. Material Changes in Financial Condition

The call leader should pose the following scripted questions:

Question 1: "Since the date of the most recent balance sheet included in the prospectus supplement, has there been any material adverse change in the Company's financial condition, results of operations, business, or prospects?"

Question 2: "Has there been any change in the Company's long-term or short-term debt, or in the Company's working capital, that is material to the Company?"

In addition, the call leader should make the following specific inquiries regarding the Company's outstanding indebtedness and credit facilities:

(a) Revolving Credit Facility: "Have there been any draws on, or repayments under, the Company's revolving credit facility with Meridian National Bank, N.A. since the most recent reporting date? As of the most recent reporting date, the facility had a total commitment of $400 million and an outstanding drawn balance of $135 million, bearing interest at a rate of Term SOFR plus 250 basis points, with a maturity date of April 30, 2027. Has the drawn balance changed, and if so, what is the current drawn balance?"

(b) 6.25% Senior Secured Notes due 2028: "Have there been any changes in the outstanding principal amount of the Company's 6.25% Senior Secured Notes due June 15, 2028? As of the most recent reporting date, $325 million in aggregate principal amount was outstanding under the indenture with Fidelitas Trust Company, N.A. as trustee. Have any notes been repurchased, redeemed, or otherwise retired since the most recent reporting date?"

(c) 5.875% Senior Notes due 2031: "Have there been any changes in the outstanding principal amount of the Company's 5.875% Senior Notes due 2031? As of the most recent reporting date, $200 million in aggregate principal amount was outstanding under the indenture with Fidelitas Trust Company, N.A. as trustee."

(d) Other Balance Sheet Items: "Have there been any material changes to the Company's accounts receivable, accounts payable, or any other significant balance sheet items since the most recent reporting date?"

C. Revenue and Operational Trends

The call leader should pose the following scripted question and follow-up inquiries:

Question: "Are there any material changes in revenue trends or operational performance since the last reported period that should be disclosed in the prospectus supplement or that would affect the accuracy of the disclosures in the prospectus supplement or the documents incorporated by reference?"

The call leader should then ask specifically about the following:

(a) Casino-Resort Properties by Geographic Segment: "Please describe the current performance trends at each of the Company's eight casino-resort properties, broken down by geographic segment — Nevada, New Jersey, and Mississippi. Are there any material positive or negative trends in revenue, visitation, or occupancy that differ from the trends described in the most recent periodic filings?"

(b) RedBet Digital: "Please describe the current performance trends for the RedBet Digital platform. Have there been any material changes in the states in which RedBet Digital operates, in customer acquisition metrics, in handle or gross gaming revenue, or in the competitive landscape for the platform since the most recent periodic filing?"

(c) Seasonal or Unusual Factors: "Are there any seasonal factors, unusual items, or one-time events affecting the Company's results of operations for the current quarter that are not reflected in the prospectus supplement or the documents incorporated by reference?"

D. Projections and Forward-Looking Statements

The call leader should pose the following scripted questions:

Question 1: "Has the Company issued, or does it intend to issue prior to the pricing of the offering on October 28, 2025, any guidance, projections, estimates of future financial performance, or other forward-looking statements that are not reflected in the prospectus supplement or the documents incorporated by reference?"

Question 2: "Are any previously issued forward-looking statements, including any guidance or projections provided in earnings calls, investor presentations, or press releases, no longer reasonable in light of current facts and circumstances known to the Company?"

V. Capitalization

A. Capital Structure

The call leader should confirm the Company's current capital structure with RGC management as follows:

• Shares of common stock outstanding: 152,400,000 shares of common stock, par value $0.001 per share.

• Authorized shares: 300,000,000 shares of common stock; 10,000,000 shares of preferred stock (none currently issued or outstanding).

• Treasury stock: 4,200,000 shares of common stock held in treasury.

• Post-offering shares outstanding (base deal): 158,957,377 shares of common stock (assuming no exercise of the over-allotment option and no exercise of outstanding options).

• Post-offering shares outstanding (full over-allotment): 159,940,983 shares of common stock (assuming full exercise of the over-allotment option and no exercise of outstanding options).

The call leader should then ask the following scripted question:

Question: "Have there been any changes to the Company's capitalization since the date of the most recent Form 10-Q filing, including any issuances of shares of common stock or preferred stock, any repurchases or retirements of shares, any changes in the number of shares held in treasury, or any grants, exercises, cancellations, or forfeitures of stock options, restricted stock units, or other equity-based awards?"

B. Equity Incentive Plan

The call leader should confirm the status of the Company's equity incentive arrangements:

"Our records indicate that, as of the most recent reporting date, the Company had 3,850,000 options outstanding under the 2021 Equity Incentive Plan at a weighted-average exercise price of $19.72 per share. Is that figure still accurate?"

Question 1: "Have any options been granted, exercised, cancelled, or forfeited under the 2021 Equity Incentive Plan since the date of the most recent quarterly report?"

Question 2: "Are there any pending or planned grants of options, restricted stock units, or other equity-based awards under the 2021 Equity Incentive Plan or any other plan or arrangement?"

C. Dilution Table

The call leader should confirm the accuracy of the dilution disclosure:

"In response to SEC Comment No. 3 in the staff's comment letter dated October 14, 2025, the Company prepared an updated dilution table for inclusion in the revised prospectus supplement. This table reflects the anticipated public offering price of $27.45 per share and shows the increase in net tangible book value per share attributable to new investors purchasing shares in the offering. Please confirm that the updated dilution table accurately reflects the Company's capitalization, the offering price, and the dilutive effect of the offering on existing stockholders. Has there been any change in the underlying data or assumptions used to prepare the dilution table since it was last revised?"

VI. Material Agreements and Contracts

A. New or Amended Agreements

The call leader should begin this section with the following general inquiry:

Question: "Since the most recent periodic filing by the Company, has the Company entered into any material agreement, contract, lease, or arrangement, or amended, modified, extended, renewed, or terminated any existing material agreement, contract, lease, or arrangement, that has not been disclosed in the prospectus supplement or the documents incorporated by reference?"

Following the general inquiry, the call leader should make the following specific inquiries regarding agreements of particular relevance to the offering:

(a) Louisiana Expansion: "Has the Company entered into any agreements, letters of intent, memoranda of understanding, or other arrangements related to the acquisition of casino-resort development rights in Bossier City, Louisiana, or related to the initial construction of the Bossier City project, that have not been previously disclosed?"

(b) Indiana Expansion: "Has the Company entered into any agreements, amendments, or modifications to the lease for the gaming facility in Gary, Indiana, or any other agreements related to the renovation and rebranding of that facility, that have not been previously disclosed?"

(c) Debt Instrument Amendments: "Have there been any amendments, supplements, or modifications to the indenture dated June 15, 2021 governing the 6.25% Senior Secured Notes due 2028 or the indenture dated September 20, 2024 governing the 5.875% Senior Notes due 2031?"

(d) Credit Facility Amendments: "Have there been any amendments, supplements, modifications, or waivers to the revolving credit facility agreement with Meridian National Bank, N.A. as administrative agent?"

(e) Management and Employment Agreements: "Has the Company entered into any new management agreements, employment agreements, severance agreements, change-of-control agreements, or consulting agreements with any officer, director, or key employee, or amended or modified any existing such agreement?"

B. Debt Covenants Compliance

The call leader should address compliance with the Company's material debt agreements through the following scripted questions:

Question 1: "Is the Company currently in compliance with all financial and operating covenants under its material debt agreements, including the indenture dated June 15, 2021 governing the 6.25% Senior Secured Notes due 2028, the indenture dated September 20, 2024 governing the 5.875% Senior Notes due 2031, and the revolving credit facility agreement with Meridian National Bank, N.A.?"

Question 2: "Does the Company anticipate any breach of, or non-compliance with, any financial or operating covenant contained in any of its material debt agreements in the foreseeable future, including as a result of the contemplated use of proceeds from the offering or as a result of current or anticipated operating performance?"

Question 3: "Will the contemplated use of proceeds from the offering — specifically, the partial retirement of approximately $50,000,000 in aggregate principal amount of the 6.25% Senior Secured Notes due 2028 — require any consents, waivers, or notices under any of the Company's debt instruments, including the indentures and the revolving credit facility agreement? If so, have the required consents, waivers, or notices been obtained or delivered?"

Question 4: "Does the issuance of the Shares in the offering trigger any anti-dilution adjustment, preemptive right, right of first refusal, participation right, or other similar provision under any existing agreement, warrant, convertible instrument, or other arrangement to which the Company is a party?"

VII. Litigation and Regulatory Matters

A. Pending or Threatened Litigation

The call leader should pose the following scripted questions to RGC management, directing the questions in particular to Mr. Whitfield in his capacity as General Counsel:

Question 1: "Are there any lawsuits, claims, arbitrations, investigations, or proceedings pending against the Company, any subsidiary of the Company, or any director or officer of the Company in their capacity as such, that have not been previously disclosed in the prospectus supplement or the documents incorporated by reference?"

Question 2: "Has the Company received any demand letters, cease-and-desist letters, subpoenas, civil investigative demands, or other written communications indicating potential claims, investigations, or proceedings since the date of the most recent periodic filing?"

Question 3: "Has there been any material development in any previously disclosed litigation, claim, arbitration, investigation, or proceeding, including any settlement, judgment, ruling, or change in the assessed likelihood of an adverse outcome or the estimated range of potential loss?"

B. Governmental and Regulatory Proceedings

The call leader should continue with the following scripted questions:

Question 1: "Has the Company received any communications from any governmental or regulatory body — whether federal, state, local, or foreign — regarding any investigation, enforcement action, inquiry, examination, or proceeding involving the Company or any of its subsidiaries, other than routine regulatory communications in the ordinary course of business?"

Question 2: "Has the Company received any notice, comment letter, inquiry, or other communication from the Securities and Exchange Commission — other than the comment letter dated October 14, 2025 on File No. 333-278401, which has been responded to — or from any other securities regulatory authority, including FINRA, the NYSE, or any state securities regulator?"

C. Gaming Regulatory Developments

Given the significance of gaming regulation to the Company's business and the specific disclosure in the prospectus supplement regarding the Company's expansion plans, the call leader should devote particular attention to gaming regulatory matters:

Question 1: "Please provide an update on the status of the gaming license application submitted to the Louisiana Gaming Control Board on August 12, 2025 in connection with the Bossier City, Louisiana casino-resort development. Have there been any communications from the Louisiana Gaming Control Board, including any requests for additional information, supplemental submissions, interviews, hearings, objections by third parties, or other material developments? What is the Company's current estimate of the timeline for a decision on the application?"

Question 2: "Please provide an update on the status of the gaming license application submitted to the Indiana Gaming Commission on September 5, 2025 in connection with the gaming facility in Gary, Indiana. Have there been any communications from the Indiana Gaming Commission, including any requests for additional information, supplemental submissions, interviews, hearings, objections by third parties, or other material developments? What is the Company's current estimate of the timeline for a decision on the application?"

Question 3: "Is the Company in good standing and in compliance with all requirements, conditions, and regulations of the Nevada Gaming Commission under License No. NGC-2019-04172, the New Jersey Division of Gaming Enforcement under License No. NJDGE-2020-1138, and the Mississippi Gaming Commission under License No. MGC-2018-0623?"

Question 4: "Have any gaming regulatory authorities in any jurisdiction in which the Company operates — including Nevada, New Jersey, Mississippi, Louisiana, Indiana, or any state in which RedBet Digital operates — imposed or proposed any fines, sanctions, penalties, conditions, restrictions, or limitations on the Company or any subsidiary of the Company?"

Question 5: "Are there any pending or anticipated changes to gaming laws or regulations in any jurisdiction in which the Company operates or has pending applications — including any proposed legislation, rulemaking, ballot initiatives, or regulatory guidance — that could materially affect the Company's business, financial condition, results of operations, or prospects?"

VIII. Environmental, Tax, and Employment Matters

A. Environmental

The call leader should pose the following scripted question:

Question: "Has the Company become aware of any environmental liabilities, claims, investigations, violations, or remediation obligations affecting any of its properties or operations since the most recent periodic filing?"

The call leader should specifically inquire regarding the Company's expansion properties:

"In particular, has the Company become aware of any environmental conditions, contamination, remediation requirements, or regulatory issues at the Bossier City, Louisiana development site or at the Gary, Indiana gaming facility site that have not been previously disclosed? Have any Phase I or Phase II environmental site assessments been conducted at either site, and if so, did they identify any recognized environmental conditions or other issues of concern?"

B. Tax Matters

The call leader should pose the following scripted questions:

Question 1: "Are there any pending or threatened tax audits, assessments, deficiency notices, or disputes involving the Company or any subsidiary of the Company with the Internal Revenue Service, any state or local taxing authority, or any foreign taxing authority?"

Question 2: "Has the Company received any notice of proposed adjustment, notice of deficiency, revenue agent's report, or other communication from the IRS or any state or local taxing authority since the date of the most recent periodic filing?"

For reference, the Company's Employer Identification Number is 88-1034572.

C. Employment and Benefits

The call leader should pose the following scripted questions:

Question 1: "Have there been any material changes to the Company's workforce since the most recent periodic filing, including any material layoffs, furloughs, reductions in force, labor disputes, work stoppages, union organizing activities, unfair labor practice charges, or changes in key personnel?"

Question 2: "Are there any material claims, disputes, grievances, or litigation pending or threatened under any employee benefit plan, retirement plan, health and welfare plan, or other compensation arrangement maintained by the Company or any subsidiary?"

IX. Intellectual Property

The call leader should pose the following scripted questions regarding the Company's intellectual property portfolio, with particular attention to the RedBet Digital platform:

Question 1: "Have there been any material developments regarding the Company's intellectual property since the most recent periodic filing, including any new patent applications or registrations, trademark applications or registrations, copyright registrations, or licensing arrangements, particularly with respect to the RedBet Digital platform?"

Question 2: "Has the Company received any claims, demands, or allegations of infringement or misappropriation of any third party's intellectual property rights, including patents, trademarks, copyrights, trade secrets, or other proprietary rights? Conversely, has the Company become aware of any infringement, misappropriation, or unauthorized use of the Company's own intellectual property rights by any third party?"

The call leader should also make a specific inquiry regarding cybersecurity:

"Has the Company experienced any cybersecurity incidents, data breaches, unauthorized access events, ransomware attacks, or other information security events affecting the RedBet Digital platform, any casino-resort property, or any other system or database maintained by the Company or any subsidiary since the most recent periodic filing? Has the Company received any notifications from any third-party service provider regarding any such incident affecting data or systems maintained on behalf of the Company?"

X. Insurance

The call leader should pose the following scripted questions regarding the Company's insurance program:

Question 1: "Have there been any material changes to the Company's insurance coverage since the most recent periodic filing? In particular, have there been any changes to the Company's directors' and officers' liability insurance policy, Policy No. SRU-DOX-2025-41882, issued by Sentinel Risk Underwriters, Inc., with a policy limit of $75 million? Have any claims been made under the D&O policy or any other material insurance policy maintained by the Company?"

Question 2: "Has any insurer notified the Company of any intent to cancel, non-renew, materially modify, or impose additional conditions or premium increases on any material insurance policy maintained by the Company, including property and casualty insurance, general liability insurance, cyber liability insurance, or the D&O policy?"

XI. Related Party Transactions

The call leader should pose the following scripted question:

Question: "Since the most recent periodic filing, has the Company entered into any transaction or series of related transactions with any officer, director, nominee for director, or beneficial holder of more than 5% of the Company's outstanding common stock (or any immediate family member or affiliate of any such person) that would be required to be disclosed under Item 404 of Regulation S-K?"

For reference, the following holders are known to beneficially own more than 5% of the Company's outstanding common stock as of the most recent reporting date:

• Grandview Capital Partners, LP — 18,720,000 shares of common stock, representing approximately 12.28% of shares outstanding, managed by Elena Vasquez.

• Thornbridge Asset Management, Inc. — 10,668,000 shares of common stock, representing approximately 7.00% of shares outstanding, managed by James Harwood.

The call leader should specifically inquire whether the Company has entered into any agreements, arrangements, or understandings with either Grandview Capital Partners, LP or Thornbridge Asset Management, Inc. regarding the offering, the purchase or sale of shares, voting arrangements, board representation, or any other matter.

XII. Lock-Up Compliance

The call leader should pose the following scripted questions regarding the lock-up arrangements in connection with the offering:

Question 1: "The underwriting agreement requires that all directors and executive officers of the Company — a total of ten individuals — and Grandview Capital Partners, LP execute lock-up agreements providing for a 90-day lock-up period commencing on the date of the final prospectus supplement. Are all such persons prepared to execute the lock-up agreements in substantially the form previously circulated, and has any person indicated any objection to or requested any modification of the lock-up terms?"

Question 2: "Since the Board of Directors authorized the offering on September 30, 2025, has any director, officer, or other insider of the Company sold, pledged, hypothecated, granted any option with respect to, or otherwise transferred or disposed of any shares of common stock of the Company, or entered into any hedging, swap, collar, or similar arrangement with respect to any shares of common stock?"

XIII. Subsequent Events and Other Material Developments

The call leader should conclude the substantive portion of the due diligence inquiry with the following broad catch-all questions, designed to elicit any information that may not have been captured by the specific questions posed in the preceding sections:

Question 1: "Are there any other material events, developments, transactions, or circumstances that have occurred since the most recent periodic filing, or that are reasonably expected to occur prior to the closing of the offering on October 31, 2025, that have not been disclosed in the prospectus supplement or the documents incorporated by reference therein?"

CALDERWOOD & HARKNESS LLP
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
BRING-DOWN DUE DILIGENCE CALL OUTLINE
Re: Redstone Gaming Corp. — $180,000,000 Follow-On Equity Offering of Common Stock
Engagement No.: C&H-2025-CM-04187
Prepared by: Brendan Walsh, Lead Associate, Capital Markets; Natasha Forbes, Working Associate, Capital Markets
Reviewed by: Vivienne St. Claire, Responsible Partner, Capital Markets
Date of Preparation: October 24, 2025
Scheduled Call Date: On or about October 27, 2025 (one business day prior to expected pricing date of October 28, 2025)
Call Participants:
RGC Management:
Marcus Hale, Chief Executive Officer & Director
Lena Okafor, Chief Financial Officer
Darren Whitfield, Executive Vice President & General Counsel
Issuer's Counsel (Calderwood & Harkness LLP):
Vivienne St. Claire, Responsible Partner
Brendan Walsh, Lead Associate
Natasha Forbes, Working Associate
Underwriters / Underwriters' Counsel (Invited Participants):
Aisha Rowan, Managing Director, Pinnacle Zanthor & Co.
Colin Matsuda, Vice President, Pinnacle Zanthor & Co.
Peter Langston, Managing Director, Hargrove Williams Securities LLC
Thomas Beaumont, Partner, Whitmore & Pratt LLP
Rebecca Ling, Senior Associate, Whitmore & Pratt LLP
Conference Line / Logistics: To be circulated separately.
TABLE OF CONTENTS
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I. Introduction and Purpose of the Call
The call leader (Vivienne St. Claire) should open the call with a brief statement of the purpose and context of the bring-down due diligence session. The following points should be covered in the introductory remarks:
This bring-down due diligence call is being conducted in connection with the underwritten follow-on public offering by Redstone Gaming Corp. ("RGC" or the "Company") of 6,557,377 shares of common stock, par value $0.001 per share (the "Firm Shares"), plus an over-allotment option granted to the underwriters to purchase up to 983,606 additional shares of common stock (the "Option Shares" and, together with the Firm Shares, the "Shares"), at an anticipated public offering price of $27.45 per share, for total gross proceeds of approximately $180,000,000 with respect to the Firm Shares (or approximately $207,000,000 if the over-allotment option is exercised in full). The underwriters for the offering are Pinnacle Zanthor & Co., as lead book-running manager, Hargrove Williams Securities LLC, as joint book-running manager, and Clearwater Capital Markets Inc., as co-manager.
The offering is being made pursuant to the Company's effective shelf registration statement on Form S-3 (SEC File No. 333-278401; CIK No. 0001847293), originally filed with the Securities and Exchange Commission on March 14, 2024 and declared effective on March 28, 2024, together with a prospectus supplement to be filed under Rule 424(b)(5) of the Securities Act of 1933, as amended (the "Securities Act"). The preliminary prospectus supplement was filed on October 6, 2025 and a revised prospectus supplement incorporating responses to the SEC staff's comment letter dated October 14, 2025 is being prepared for filing.
The purpose of this call is to update the due diligence record in anticipation of the expected pricing of the offering on October 28, 2025 and the expected closing on October 31, 2025, and to confirm that there have been no material changes, developments, or events since the most recent periodic filings incorporated by reference in the prospectus supplement. The documents incorporated by reference include, among others, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the Company's Annual Report on Form 10-K/A filed on July 15, 2025, the Company's most recent Quarterly Report on Form 10-Q, and all Current Reports on Form 8-K filed by the Company since the Form 10-K.
The call leader should note that this call is an integral part of the reasonable investigation process under Section 11 of the Securities Act and is being conducted to support the due diligence defense available to the underwriters and other non-issuer participants in the offering. The call is being documented and the notes and any follow-up materials arising from the call will be maintained in the Due Diligence Defense Memorandum maintained by Calderwood & Harkness LLP in its capacity as counsel to the Company.
All participants should be reminded that this call is privileged and confidential and constitutes attorney work product. The substance of the call should not be disclosed to any person not participating on the call without prior authorization from Vivienne St. Claire. Confirm with Vivienne St. Claire prior to the call whether the call will be recorded or whether detailed contemporaneous notes will serve as the record of the call. If the call is to be recorded, oral consent of all participants should be obtained at the outset.
The call leader should confirm that all expected participants have joined the call and should request that each participant identify themselves by name, title, and organizational affiliation for the record. The call leader should confirm that no persons other than those listed as expected participants are present on the call and that no participants are in a location where the call may be overheard by unauthorized persons.
II. Preliminary Confirmations
A. Identity and Authority of Speakers
The call leader should confirm each RGC participant's identity and authority to speak on behalf of the Company by asking each participant to state their name and title for the record and to confirm that they are authorized by the Company to participate in this due diligence call and to respond to questions on behalf of RGC:
•  Marcus Hale — Chief Executive Officer & Director. Mr. Hale should confirm that he is the Chief Executive Officer and a member of the Board of Directors of the Company and that he is authorized to participate in this call and to provide responses on behalf of the Company.
•  Lena Okafor — Chief Financial Officer. Ms. Okafor should confirm that she is the Chief Financial Officer of the Company, that she has principal responsibility for the Company's financial reporting and accounting functions, and that she is authorized to participate in this call and to provide responses on behalf of the Company.
•  Darren Whitfield — Executive Vice President & General Counsel. Mr. Whitfield should confirm that he is the Executive Vice President and General Counsel of the Company, that he is the principal legal officer of the Company, and that he is authorized to participate in this call and to provide responses on behalf of the Company.
The call leader should note for the record the names and affiliations of all other participants on the call, including counsel to the Company (Calderwood & Harkness LLP), representatives of the underwriters (Pinnacle Zanthor & Co. and Hargrove Williams Securities LLC), and counsel to the underwriters (Whitmore & Pratt LLP).
B. Review of Key Documents
The call leader should confirm that each RGC participant has had a reasonable opportunity to review and is familiar with the following key documents in connection with the offering:
1.  The prospectus supplement, as revised to incorporate responses to the SEC staff's comment letter dated October 14, 2025, together with the base prospectus dated March 28, 2024, forming part of the shelf registration statement on Form S-3 (SEC File No. 333-278401);
2.  The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC;
3.  The Company's Annual Report on Form 10-K/A, filed with the SEC on July 15, 2025;
4.  The Company's most recent Quarterly Report on Form 10-Q, as filed with the SEC;
5.  All Current Reports on Form 8-K filed by the Company since the filing of the Form 10-K for the fiscal year ended December 31, 2024;
6.  The draft underwriting agreement in substantially final execution form among Redstone Gaming Corp., Pinnacle Zanthor & Co. (as representative of the several underwriters), Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc.
Each RGC participant should confirm on the record that they have reviewed or are otherwise familiar with the foregoing documents and have had an adequate opportunity to consider the disclosures contained therein.
C. Understanding of Obligation
The call leader should confirm that each RGC participant understands the nature and significance of this due diligence call by stating the following:
"I want to confirm that each of you understands that the purpose of this call is to provide the underwriters and their counsel with an opportunity to ask questions and receive answers concerning the Company and its business, financial condition, and prospects, and concerning the accuracy and completeness of the disclosures in the registration statement and prospectus supplement. Each of you has an obligation to disclose any material information known to you that may be relevant to the accuracy and completeness of the registration statement and the prospectus supplement. Any material omissions or misstatements in the registration statement or the prospectus supplement could give rise to liability for the Company, its officers, and its directors under Section 11 and Section 12(a)(2) of the Securities Act of 1933, as amended. Do each of you confirm that you understand this obligation?"
Each RGC participant should respond affirmatively for the record.
III. Accuracy of the Registration Statement and Prospectus Supplement
A. General Accuracy and Completeness
The call leader should pose the following questions to the RGC management participants. Each question should be addressed to all three participants, and responses should be noted for the record, including the identity of the respondent and any qualifications or caveats:
Question 1: "Does the registration statement, including the base prospectus and the prospectus supplement as currently revised, contain any untrue statement of a material fact?"
Question 2: "Does the registration statement, including the base prospectus and the prospectus supplement as currently revised, omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading?"
Question 3: "Are there any facts or circumstances not disclosed in the prospectus supplement that a reasonable investor would consider important in making an investment decision regarding the shares being offered?"
The note-taker should document the responses to each of these questions verbatim or in detailed summary form, including the name of each respondent and any qualifications, reservations, or requests for follow-up.
B. Specific Disclosure Sections
Following the general accuracy and completeness questions, the call leader should address each of the following specific disclosure areas in the prospectus supplement:
1. Use of Proceeds
The call leader should confirm with RGC management that the described allocation of estimated net proceeds from the offering remains accurate as of the date of the call. The prospectus supplement discloses the following allocation of net proceeds:
(a) Approximately $115,000,000 for the Company's Louisiana and Indiana expansion initiatives, allocated as follows:
(i) Approximately $70,000,000 for the acquisition of casino-resort development rights and initial construction costs related to the Bossier City, Louisiana project; and
(ii) Approximately $45,000,000 for the renovation and rebranding of the leased gaming facility in Gary, Indiana;
(b) Approximately $50,000,000 for the partial retirement of the Company's 6.25% Senior Secured Notes due June 15, 2028, which would reduce the outstanding principal amount from $325,000,000 to approximately $275,000,000; and
(c) Approximately $6,450,000 for general corporate purposes.
The call leader should ask: "Do these allocations remain accurate, and does the Company currently intend to use the net proceeds of the offering in the manner described in the prospectus supplement? Has there been any change in the Company's intended use of proceeds since the prospectus supplement was last revised?"
2. Risk Factors
The call leader should confirm that the risk factors set forth in the prospectus supplement, including the risk factors incorporated by reference from the Form 10-K and Form 10-Q, remain accurate and complete as of the date of the call. In particular, the call leader should address the following:
"The prospectus supplement includes a newly added risk factor relating to the concentration of the Company's gaming revenue in Nevada, which discloses that approximately 58% of total gaming revenue is derived from the Company's Nevada operations. Does this risk factor remain accurate and complete? Have any new material risks emerged since the risk factors were last reviewed that are not currently disclosed in the prospectus supplement or the documents incorporated by reference?"
3. Business Description
The call leader should confirm the accuracy of the description of the Company's business as set forth in the prospectus supplement and the documents incorporated by reference. Specifically, the call leader should confirm:
"The prospectus supplement describes the Company as operating eight casino-resort properties across the states of Nevada, New Jersey, and Mississippi, and as operating the RedBet Digital platform, which provides online sports betting and iGaming services in twelve states. Does this description remain accurate and complete? Have there been any changes to the Company's properties, operations, or the states in which RedBet Digital operates since the prospectus supplement was last revised?"
4. Management and Directors
The call leader should confirm that there have been no changes to the Company's executive officers or members of the Board of Directors since the most recent periodic filing:
"Have there been any changes in the Company's officers or directors since the most recently filed periodic report? Have any officers or directors resigned, been appointed, or been removed? Have there been any changes in the composition of any committee of the Board of Directors?"
IV. Financial Condition and Results of Operations
A. Financial Statements Incorporated by Reference
The call leader should confirm the continued accuracy and reliability of the financial statements incorporated by reference in the prospectus supplement:
"I would like to confirm that the audited consolidated financial statements for the fiscal year ended December 31, 2024, as audited by Kaplan Feld & Associates LLP under the direction of engagement partner Sandra Meyers and as set forth in the Company's Form 10-K (as amended by the Form 10-K/A filed July 15, 2025), remain accurate and have not been restated, revised, or otherwise modified since they were filed. Is that correct?"
"I would also like to confirm that the unaudited interim consolidated financial statements set forth in the Company's most recent Quarterly Report on Form 10-Q remain accurate and have not been restated, revised, or otherwise modified since they were filed. Is that correct?"
For reference purposes, the call leader and note-taker should have the following key financial figures from the Company's FY 2024 audited financial statements available:
•  Total revenues: $2.47 billion
•  Adjusted EBITDA: $612 million
•  Net income: $187 million
B. Material Changes in Financial Condition
The call leader should pose the following scripted questions:
Question 1: "Since the date of the most recent balance sheet included in the prospectus supplement, has there been any material adverse change in the Company's financial condition, results of operations, business, or prospects?"
Question 2: "Has there been any change in the Company's long-term or short-term debt, or in the Company's working capital, that is material to the Company?"
In addition, the call leader should make the following specific inquiries regarding the Company's outstanding indebtedness and credit facilities:
(a) Revolving Credit Facility: "Have there been any draws on, or repayments under, the Company's revolving credit facility with Meridian National Bank, N.A. since the most recent reporting date? As of the most recent reporting date, the facility had a total commitment of $400 million and an outstanding drawn balance of $135 million, bearing interest at a rate of Term SOFR plus 250 basis points, with a maturity date of April 30, 2027. Has the drawn balance changed, and if so, what is the current drawn balance?"
(b) 6.25% Senior Secured Notes due 2028: "Have there been any changes in the outstanding principal amount of the Company's 6.25% Senior Secured Notes due June 15, 2028? As of the most recent reporting date, $325 million in aggregate principal amount was outstanding under the indenture with Fidelitas Trust Company, N.A. as trustee. Have any notes been repurchased, redeemed, or otherwise retired since the most recent reporting date?"
(c) 5.875% Senior Notes due 2031: "Have there been any changes in the outstanding principal amount of the Company's 5.875% Senior Notes due 2031? As of the most recent reporting date, $200 million in aggregate principal amount was outstanding under the indenture with Fidelitas Trust Company, N.A. as trustee."
(d) Other Balance Sheet Items: "Have there been any material changes to the Company's accounts receivable, accounts payable, or any other significant balance sheet items since the most recent reporting date?"
C. Revenue and Operational Trends
The call leader should pose the following scripted question and follow-up inquiries:
Question: "Are there any material changes in revenue trends or operational performance since the last reported period that should be disclosed in the prospectus supplement or that would affect the accuracy of the disclosures in the prospectus supplement or the documents incorporated by reference?"
The call leader should then ask specifically about the following:
(a) Casino-Resort Properties by Geographic Segment: "Please describe the current performance trends at each of the Company's eight casino-resort properties, broken down by geographic segment — Nevada, New Jersey, and Mississippi. Are there any material positive or negative trends in revenue, visitation, or occupancy that differ from the trends described in the most recent periodic filings?"
(b) RedBet Digital: "Please describe the current performance trends for the RedBet Digital platform. Have there been any material changes in the states in which RedBet Digital operates, in customer acquisition metrics, in handle or gross gaming revenue, or in the competitive landscape for the platform since the most recent periodic filing?"
(c) Seasonal or Unusual Factors: "Are there any seasonal factors, unusual items, or one-time events affecting the Company's results of operations for the current quarter that are not reflected in the prospectus supplement or the documents incorporated by reference?"
D. Projections and Forward-Looking Statements
The call leader should pose the following scripted questions:
Question 1: "Has the Company issued, or does it intend to issue prior to the pricing of the offering on October 28, 2025, any guidance, projections, estimates of future financial performance, or other forward-looking statements that are not reflected in the prospectus supplement or the documents incorporated by reference?"
Question 2: "Are any previously issued forward-looking statements, including any guidance or projections provided in earnings calls, investor presentations, or press releases, no longer reasonable in light of current facts and circumstances known to the Company?"
V. Capitalization
A. Capital Structure
The call leader should confirm the Company's current capital structure with RGC management as follows:
•  Shares of common stock outstanding: 152,400,000 shares of common stock, par value $0.001 per share.
•  Authorized shares: 300,000,000 shares of common stock; 10,000,000 shares of preferred stock (none currently issued or outstanding).
•  Treasury stock: 4,200,000 shares of common stock held in treasury.
•  Post-offering shares outstanding (base deal): 158,957,377 shares of common stock (assuming no exercise of the over-allotment option and no exercise of outstanding options).
•  Post-offering shares outstanding (full over-allotment): 159,940,983 shares of common stock (assuming full exercise of the over-allotment option and no exercise of outstanding options).
The call leader should then ask the following scripted question:
Question: "Have there been any changes to the Company's capitalization since the date of the most recent Form 10-Q filing, including any issuances of shares of common stock or preferred stock, any repurchases or retirements of shares, any changes in the number of shares held in treasury, or any grants, exercises, cancellations, or forfeitures of stock options, restricted stock units, or other equity-based awards?"
B. Equity Incentive Plan
The call leader should confirm the status of the Company's equity incentive arrangements:
"Our records indicate that, as of the most recent reporting date, the Company had 3,850,000 options outstanding under the 2021 Equity Incentive Plan at a weighted-average exercise price of $19.72 per share. Is that figure still accurate?"
Question 1: "Have any options been granted, exercised, cancelled, or forfeited under the 2021 Equity Incentive Plan since the date of the most recent quarterly report?"
Question 2: "Are there any pending or planned grants of options, restricted stock units, or other equity-based awards under the 2021 Equity Incentive Plan or any other plan or arrangement?"
C. Dilution Table
The call leader should confirm the accuracy of the dilution disclosure:
"In response to SEC Comment No. 3 in the staff's comment letter dated October 14, 2025, the Company prepared an updated dilution table for inclusion in the revised prospectus supplement. This table reflects the anticipated public offering price of $27.45 per share and shows the increase in net tangible book value per share attributable to new investors purchasing shares in the offering. Please confirm that the updated dilution table accurately reflects the Company's capitalization, the offering price, and the dilutive effect of the offering on existing stockholders. Has there been any change in the underlying data or assumptions used to prepare the dilution table since it was last revised?"
VI. Material Agreements and Contracts
A. New or Amended Agreements
The call leader should begin this section with the following general inquiry:
Question: "Since the most recent periodic filing by the Company, has the Company entered into any material agreement, contract, lease, or arrangement, or amended, modified, extended, renewed, or terminated any existing material agreement, contract, lease, or arrangement, that has not been disclosed in the prospectus supplement or the documents incorporated by reference?"
Following the general inquiry, the call leader should make the following specific inquiries regarding agreements of particular relevance to the offering:
(a) Louisiana Expansion: "Has the Company entered into any agreements, letters of intent, memoranda of understanding, or other arrangements related to the acquisition of casino-resort development rights in Bossier City, Louisiana, or related to the initial construction of the Bossier City project, that have not been previously disclosed?"
(b) Indiana Expansion: "Has the Company entered into any agreements, amendments, or modifications to the lease for the gaming facility in Gary, Indiana, or any other agreements related to the renovation and rebranding of that facility, that have not been previously disclosed?"
(c) Debt Instrument Amendments: "Have there been any amendments, supplements, or modifications to the indenture dated June 15, 2021 governing the 6.25% Senior Secured Notes due 2028 or the indenture dated September 20, 2024 governing the 5.875% Senior Notes due 2031?"
(d) Credit Facility Amendments: "Have there been any amendments, supplements, modifications, or waivers to the revolving credit facility agreement with Meridian National Bank, N.A. as administrative agent?"
(e) Management and Employment Agreements: "Has the Company entered into any new management agreements, employment agreements, severance agreements, change-of-control agreements, or consulting agreements with any officer, director, or key employee, or amended or modified any existing such agreement?"
B. Debt Covenants Compliance
The call leader should address compliance with the Company's material debt agreements through the following scripted questions:
Question 1: "Is the Company currently in compliance with all financial and operating covenants under its material debt agreements, including the indenture dated June 15, 2021 governing the 6.25% Senior Secured Notes due 2028, the indenture dated September 20, 2024 governing the 5.875% Senior Notes due 2031, and the revolving credit facility agreement with Meridian National Bank, N.A.?"
Question 2: "Does the Company anticipate any breach of, or non-compliance with, any financial or operating covenant contained in any of its material debt agreements in the foreseeable future, including as a result of the contemplated use of proceeds from the offering or as a result of current or anticipated operating performance?"
Question 3: "Will the contemplated use of proceeds from the offering — specifically, the partial retirement of approximately $50,000,000 in aggregate principal amount of the 6.25% Senior Secured Notes due 2028 — require any consents, waivers, or notices under any of the Company's debt instruments, including the indentures and the revolving credit facility agreement? If so, have the required consents, waivers, or notices been obtained or delivered?"
Question 4: "Does the issuance of the Shares in the offering trigger any anti-dilution adjustment, preemptive right, right of first refusal, participation right, or other similar provision under any existing agreement, warrant, convertible instrument, or other arrangement to which the Company is a party?"
VII. Litigation and Regulatory Matters
A. Pending or Threatened Litigation
The call leader should pose the following scripted questions to RGC management, directing the questions in particular to Mr. Whitfield in his capacity as General Counsel:
Question 1: "Are there any lawsuits, claims, arbitrations, investigations, or proceedings pending against the Company, any subsidiary of the Company, or any director or officer of the Company in their capacity as such, that have not been previously disclosed in the prospectus supplement or the documents incorporated by reference?"
Question 2: "Has the Company received any demand letters, cease-and-desist letters, subpoenas, civil investigative demands, or other written communications indicating potential claims, investigations, or proceedings since the date of the most recent periodic filing?"
Question 3: "Has there been any material development in any previously disclosed litigation, claim, arbitration, investigation, or proceeding, including any settlement, judgment, ruling, or change in the assessed likelihood of an adverse outcome or the estimated range of potential loss?"
B. Governmental and Regulatory Proceedings
The call leader should continue with the following scripted questions:
Question 1: "Has the Company received any communications from any governmental or regulatory body — whether federal, state, local, or foreign — regarding any investigation, enforcement action, inquiry, examination, or proceeding involving the Company or any of its subsidiaries, other than routine regulatory communications in the ordinary course of business?"
Question 2: "Has the Company received any notice, comment letter, inquiry, or other communication from the Securities and Exchange Commission — other than the comment letter dated October 14, 2025 on File No. 333-278401, which has been responded to — or from any other securities regulatory authority, including FINRA, the NYSE, or any state securities regulator?"
C. Gaming Regulatory Developments
Given the significance of gaming regulation to the Company's business and the specific disclosure in the prospectus supplement regarding the Company's expansion plans, the call leader should devote particular attention to gaming regulatory matters:
Question 1: "Please provide an update on the status of the gaming license application submitted to the Louisiana Gaming Control Board on August 12, 2025 in connection with the Bossier City, Louisiana casino-resort development. Have there been any communications from the Louisiana Gaming Control Board, including any requests for additional information, supplemental submissions, interviews, hearings, objections by third parties, or other material developments? What is the Company's current estimate of the timeline for a decision on the application?"
Question 2: "Please provide an update on the status of the gaming license application submitted to the Indiana Gaming Commission on September 5, 2025 in connection with the gaming facility in Gary, Indiana. Have there been any communications from the Indiana Gaming Commission, including any requests for additional information, supplemental submissions, interviews, hearings, objections by third parties, or other material developments? What is the Company's current estimate of the timeline for a decision on the application?"
Question 3: "Is the Company in good standing and in compliance with all requirements, conditions, and regulations of the Nevada Gaming Commission under License No. NGC-2019-04172, the New Jersey Division of Gaming Enforcement under License No. NJDGE-2020-1138, and the Mississippi Gaming Commission under License No. MGC-2018-0623?"
Question 4: "Have any gaming regulatory authorities in any jurisdiction in which the Company operates — including Nevada, New Jersey, Mississippi, Louisiana, Indiana, or any state in which RedBet Digital operates — imposed or proposed any fines, sanctions, penalties, conditions, restrictions, or limitations on the Company or any subsidiary of the Company?"
Question 5: "Are there any pending or anticipated changes to gaming laws or regulations in any jurisdiction in which the Company operates or has pending applications — including any proposed legislation, rulemaking, ballot initiatives, or regulatory guidance — that could materially affect the Company's business, financial condition, results of operations, or prospects?"
VIII. Environmental, Tax, and Employment Matters
A. Environmental
The call leader should pose the following scripted question:
Question: "Has the Company become aware of any environmental liabilities, claims, investigations, violations, or remediation obligations affecting any of its properties or operations since the most recent periodic filing?"
The call leader should specifically inquire regarding the Company's expansion properties:
"In particular, has the Company become aware of any environmental conditions, contamination, remediation requirements, or regulatory issues at the Bossier City, Louisiana development site or at the Gary, Indiana gaming facility site that have not been previously disclosed? Have any Phase I or Phase II environmental site assessments been conducted at either site, and if so, did they identify any recognized environmental conditions or other issues of concern?"
B. Tax Matters
The call leader should pose the following scripted questions:
Question 1: "Are there any pending or threatened tax audits, assessments, deficiency notices, or disputes involving the Company or any subsidiary of the Company with the Internal Revenue Service, any state or local taxing authority, or any foreign taxing authority?"
Question 2: "Has the Company received any notice of proposed adjustment, notice of deficiency, revenue agent's report, or other communication from the IRS or any state or local taxing authority since the date of the most recent periodic filing?"
For reference, the Company's Employer Identification Number is 88-1034572.
C. Employment and Benefits
The call leader should pose the following scripted questions:
Question 1: "Have there been any material changes to the Company's workforce since the most recent periodic filing, including any material layoffs, furloughs, reductions in force, labor disputes, work stoppages, union organizing activities, unfair labor practice charges, or changes in key personnel?"
Question 2: "Are there any material claims, disputes, grievances, or litigation pending or threatened under any employee benefit plan, retirement plan, health and welfare plan, or other compensation arrangement maintained by the Company or any subsidiary?"
IX. Intellectual Property
The call leader should pose the following scripted questions regarding the Company's intellectual property portfolio, with particular attention to the RedBet Digital platform:
Question 1: "Have there been any material developments regarding the Company's intellectual property since the most recent periodic filing, including any new patent applications or registrations, trademark applications or registrations, copyright registrations, or licensing arrangements, particularly with respect to the RedBet Digital platform?"
Question 2: "Has the Company received any claims, demands, or allegations of infringement or misappropriation of any third party's intellectual property rights, including patents, trademarks, copyrights, trade secrets, or other proprietary rights? Conversely, has the Company become aware of any infringement, misappropriation, or unauthorized use of the Company's own intellectual property rights by any third party?"
The call leader should also make a specific inquiry regarding cybersecurity:
"Has the Company experienced any cybersecurity incidents, data breaches, unauthorized access events, ransomware attacks, or other information security events affecting the RedBet Digital platform, any casino-resort property, or any other system or database maintained by the Company or any subsidiary since the most recent periodic filing? Has the Company received any notifications from any third-party service provider regarding any such incident affecting data or systems maintained on behalf of the Company?"
X. Insurance
The call leader should pose the following scripted questions regarding the Company's insurance program:
Question 1: "Have there been any material changes to the Company's insurance coverage since the most recent periodic filing? In particular, have there been any changes to the Company's directors' and officers' liability insurance policy, Policy No. SRU-DOX-2025-41882, issued by Sentinel Risk Underwriters, Inc., with a policy limit of $75 million? Have any claims been made under the D&O policy or any other material insurance policy maintained by the Company?"
Question 2: "Has any insurer notified the Company of any intent to cancel, non-renew, materially modify, or impose additional conditions or premium increases on any material insurance policy maintained by the Company, including property and casualty insurance, general liability insurance, cyber liability insurance, or the D&O policy?"
XI. Related Party Transactions
The call leader should pose the following scripted question:
Question: "Since the most recent periodic filing, has the Company entered into any transaction or series of related transactions with any officer, director, nominee for director, or beneficial holder of more than 5% of the Company's outstanding common stock (or any immediate family member or affiliate of any such person) that would be required to be disclosed under Item 404 of Regulation S-K?"
For reference, the following holders are known to beneficially own more than 5% of the Company's outstanding common stock as of the most recent reporting date:
•  Grandview Capital Partners, LP — 18,720,000 shares of common stock, representing approximately 12.28% of shares outstanding, managed by Elena Vasquez.
•  Thornbridge Asset Management, Inc. — 10,668,000 shares of common stock, representing approximately 7.00% of shares outstanding, managed by James Harwood.
The call leader should specifically inquire whether the Company has entered into any agreements, arrangements, or understandings with either Grandview Capital Partners, LP or Thornbridge Asset Management, Inc. regarding the offering, the purchase or sale of shares, voting arrangements, board representation, or any other matter.
XII. Lock-Up Compliance
The call leader should pose the following scripted questions regarding the lock-up arrangements in connection with the offering:
Question 1: "The underwriting agreement requires that all directors and executive officers of the Company — a total of ten individuals — and Grandview Capital Partners, LP execute lock-up agreements providing for a 90-day lock-up period commencing on the date of the final prospectus supplement. Are all such persons prepared to execute the lock-up agreements in substantially the form previously circulated, and has any person indicated any objection to or requested any modification of the lock-up terms?"
Question 2: "Since the Board of Directors authorized the offering on September 30, 2025, has any director, officer, or other insider of the Company sold, pledged, hypothecated, granted any option with respect to, or otherwise transferred or disposed of any shares of common stock of the Company, or entered into any hedging, swap, collar, or similar arrangement with respect to any shares of common stock?"
XIII. Subsequent Events and Other Material Developments
The call leader should conclude the substantive portion of the due diligence inquiry with the following broad catch-all questions, designed to elicit any information that may not have been captured by the specific questions posed in the preceding sections:
Question 1: "Are there any other material events, developments, transactions, or circumstances that have occurred since the most recent periodic filing, or that are reasonably expected to occur prior to the closing of the offering on October 31, 2025, that have not been disclosed in the prospectus supplement or the documents incorporated by reference therein?"
Question 2: "Is there anything else that a reasonable investor would want to know in making an investment decision with respect to the shares of common stock being offered in this offering?"
Question 3: "Have there been any changes to the Company's accounting policies, practices, or estimates, or any disagreements with the Company's independent registered public accounting firm, Kaplan Feld & Associates LLP, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure?"
The call leader should pause after each question to allow RGC management adequate time to consider and respond, and should encourage participants to raise any matters of concern even if they are uncertain whether the matter is material.
XIV. Confirmation of Board and Pricing Committee Authorization
The call leader should confirm the status of the corporate authorizations for the offering:
"I would like to confirm that the resolutions adopted by the Board of Directors of Redstone Gaming Corp. on September 30, 2025 authorizing the offering and delegating pricing authority to the Pricing Committee remain in full force and effect and have not been amended, modified, rescinded, or superseded."
"I would also like to confirm that the Pricing Committee, consisting of Marcus Hale (Chief Executive Officer), Lena Okafor (Chief Financial Officer), and Patricia Moynihan (Independent Director), is prepared to convene a meeting on or about October 28, 2025 to adopt pricing resolutions establishing the final terms of the offering, including the public offering price, the number of shares to be sold, and the underwriting discount."
"For the record, the Board resolutions establish the following parameters for the Pricing Committee's authority: a minimum public offering price of $25.00 per share and a maximum number of shares (including the over-allotment option) of 8,000,000 shares. Please confirm that these parameters remain in effect and that the Pricing Committee intends to act within these parameters."
The call leader should also ask:
Question: "Has there been any change in the composition of the Board of Directors or any committee of the Board of Directors, including the Pricing Committee, the Audit Committee, the Compensation Committee, or the Nominating and Corporate Governance Committee, since September 30, 2025?"
XV. Transfer Agent and DTC Matters
The call leader should confirm the following logistical matters relating to the issuance and delivery of the Shares:
"Please confirm that Continental Share Services, Inc., located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, continues to serve as the Company's transfer agent and registrar for the common stock, and that Continental Share Services has been notified of the offering and is prepared to issue the Shares at closing."
Question: "Is the Company aware of any issues regarding the eligibility of the shares of common stock to be issued in the offering for deposit and book-entry transfer through The Depository Trust Company?"
"Please confirm the status of the supplemental listing application to the New York Stock Exchange for the listing of up to 7,540,983 additional shares of common stock (representing the Firm Shares and the Option Shares) under the Company's existing ticker symbol, RDGM. Has the supplemental listing application been submitted, or is it being prepared for submission? Have there been any communications from the NYSE regarding the listing application or the Company's continued compliance with NYSE listing standards?"
XVI. Closing of the Call
The call leader should conclude the call with the following closing remarks:
"Thank you to all participants for your time and attention during this call. I want to remind everyone that this call has been conducted as part of the due diligence process in connection with the Company's follow-on equity offering, and that a detailed summary of the call, including the questions asked and the responses provided, will be prepared and maintained in the due diligence files at Calderwood & Harkness LLP as part of the Due Diligence Defense Memorandum."
"I want to confirm — and this is very important — that RGC management has an ongoing and continuing obligation to notify Calderwood & Harkness LLP and the underwriters immediately if any of the responses provided during this call change in any respect, or if any material development, event, or circumstance occurs at any time prior to or at the closing of the offering, which is currently expected to take place on October 31, 2025. This obligation runs through the closing and applies to all matters addressed during this call as well as any matters not specifically addressed."
"If there are any follow-up items or documents referenced during the call that need to be provided, we ask that they be delivered as promptly as possible to Brendan Walsh at Calderwood & Harkness LLP and to Rebecca Ling at Whitmore & Pratt LLP."
"Finally, I would like to confirm the next steps and expected timeline for the offering:"
•  October 28, 2025: Pricing Committee meeting to adopt pricing resolutions and establish the final terms of the offering.
•  October 28, 2025: Execution of the underwriting agreement among Redstone Gaming Corp., Pinnacle Zanthor & Co. (as representative of the several underwriters), Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc.
•  October 31, 2025: Closing of the offering and delivery of the Shares against payment, together with all closing deliverables, including officers' certificates, legal opinions, comfort letters, and other customary closing documentation.
"Unless there are any further questions or comments, this call is concluded. Thank you."
Appendix A: Participants and Contact Information
Appendix B: Key Reference Documents
The following documents are referenced in this Bring-Down Due Diligence Call Outline and should be available to all participants during the call:
1.  Shelf Registration Statement on Form S-3 (SEC File No. 333-278401; CIK No. 0001847293), filed March 14, 2024, declared effective March 28, 2024.
2.  Preliminary Prospectus Supplement, filed October 6, 2025 under Rule 424(b)(5).
3.  Revised Prospectus Supplement (incorporating responses to SEC staff comments), draft dated on or about October 21, 2025.
4.  Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
5.  Annual Report on Form 10-K/A, filed July 15, 2025.
6.  Most recent Quarterly Report on Form 10-Q.
7.  All Current Reports on Form 8-K filed since the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
8.  SEC Comment Letter dated October 14, 2025 (6 comments).
9.  SEC Comment Response Letter (draft dated on or about October 21, 2025).
10.  Underwriting Agreement (execution version) — among Redstone Gaming Corp., Pinnacle Zanthor & Co. (as representative of the several underwriters), Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc.
11.  Board Resolutions dated September 30, 2025.
12.  Pricing Committee Resolutions (draft).
13.  Lock-Up Agreements (form).
14.  Indenture dated June 15, 2021, governing the 6.25% Senior Secured Notes due June 15, 2028 (CUSIP 76134Q 206; trustee: Fidelitas Trust Company, N.A.).
15.  Indenture dated September 20, 2024, governing the 5.875% Senior Notes due 2031 (CUSIP 76134Q 305; trustee: Fidelitas Trust Company, N.A.).
16.  Revolving Credit Facility Agreement (Meridian National Bank, N.A., as administrative agent; $400 million commitment; maturity April 30, 2027).
17.  Gaming Licenses:
•  Nevada Gaming Commission — License No. NGC-2019-04172
•  New Jersey Division of Gaming Enforcement — License No. NJDGE-2020-1138
•  Mississippi Gaming Commission — License No. MGC-2018-0623
18.  Louisiana Gaming Control Board — Application submitted August 12, 2025.
19.  Indiana Gaming Commission — Application submitted September 5, 2025.
Appendix C: Instructions and Notes for Call Leader
This appendix contains internal instructions for Calderwood & Harkness LLP personnel conducting the bring-down due diligence call. This appendix is not to be shared with persons outside of Calderwood & Harkness LLP.
Call Leader: Vivienne St. Claire will lead the call and will pose the scripted questions and follow-up inquiries set forth in this outline. Ms. St. Claire will manage the pacing and flow of the call and will determine the appropriate level of follow-up on any given topic.
Note-Taker: Brendan Walsh will serve as the primary note-taker for the call. The note-taker should document each question asked, the identity of the person who posed the question, the identity of the respondent, and a detailed summary of the response, including any qualifications, caveats, hedges, or requests to follow up. Where possible, the note-taker should capture key phrases and statements verbatim. The note-taker should also document any statements or information volunteered by RGC management that are not directly responsive to a specific question.
Follow-Up Tracker: Natasha Forbes will maintain a running list of all follow-up items identified during the call, including any documents, data, confirmations, or other information that RGC management agrees to provide after the call. Each follow-up item should be assigned to a specific responsible person and given a target completion date. Ms. Forbes will circulate the follow-up list to all Calderwood & Harkness participants promptly after the call.
Potential Material Issues: If any response provided during the call indicates a potential material issue — including, without limitation, any undisclosed litigation, regulatory action, financial deterioration, covenant breach, related party transaction, or other matter that could affect the accuracy or completeness of the prospectus supplement — Vivienne St. Claire will determine, in her discretion, whether to:
(a) pause the call for a brief recess to allow for internal consultation among Calderwood & Harkness personnel;
(b) continue the call but note the issue for immediate follow-up after the call;
(c) request additional information from RGC management on the call; or
(d) take such other action as she deems appropriate in the circumstances, including, if necessary, recommending that pricing be delayed pending further investigation.
Documentation and Privilege: All notes, summaries, follow-up items, and related materials generated in connection with the bring-down due diligence call will be maintained by Calderwood & Harkness LLP as part of the Due Diligence Defense Memorandum for Engagement No. C&H-2025-CM-04187. These materials constitute attorney work product and are protected by the attorney work product doctrine. The materials should be marked "PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT" and should not be disclosed to any person outside of Calderwood & Harkness LLP without the prior authorization of Vivienne St. Claire.
Post-Call Procedures: The completed call summary, incorporating the detailed notes taken by Brendan Walsh and the follow-up tracker maintained by Natasha Forbes, should be prepared in draft form and circulated to all Calderwood & Harkness LLP participants (Vivienne St. Claire, Brendan Walsh, and Natasha Forbes) within 24 hours after the conclusion of the call for review, comment, and finalization. The finalized call summary should be placed in the due diligence file promptly thereafter.
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Calderwood & Harkness LLP | Engagement No. C&H-2025-CM-04187
Prepared: October 24, 2025
Name | Title | Organization | Contact Address
Marcus Hale | Chief Executive Officer & Director | Redstone Gaming Corp. | 3900 Las Vegas Blvd. S., Ste. 1200, Las Vegas, NV 89119
Lena Okafor | Chief Financial Officer | Redstone Gaming Corp. | 3900 Las Vegas Blvd. S., Ste. 1200, Las Vegas, NV 89119
Darren Whitfield | Executive Vice President & General Counsel | Redstone Gaming Corp. | 3900 Las Vegas Blvd. S., Ste. 1200, Las Vegas, NV 89119
Vivienne St. Claire | Responsible Partner, Capital Markets | Calderwood & Harkness LLP | 7 Times Square, 38th Fl., New York, NY 10036
Brendan Walsh | Lead Associate, Capital Markets | Calderwood & Harkness LLP | 7 Times Square, 38th Fl., New York, NY 10036
Natasha Forbes | Working Associate, Capital Markets | Calderwood & Harkness LLP | 7 Times Square, 38th Fl., New York, NY 10036
Aisha Rowan | Managing Director | Pinnacle Zanthor & Co. | 280 Park Avenue, New York, NY 10017
Colin Matsuda | Vice President | Pinnacle Zanthor & Co. | 280 Park Avenue, New York, NY 10017
Peter Langston | Managing Director | Hargrove Williams Securities LLC | 600 Lexington Ave., Ste. 2200, New York, NY 10022
Thomas Beaumont | Partner | Whitmore & Pratt LLP | 51 West 52nd Street, New York, NY 10019
Rebecca Ling | Senior Associate | Whitmore & Pratt LLP | 51 West 52nd Street, New York, NY 10019

CALDERWOOD & HARKNESS LLP

BRING-DOWN DUE DILIGENCE CALL OUTLINE

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