1033-00003 · Redstone Gaming Corp · Transaction Documents

joint-press-release-draft.docx DOCUMENT M&A / Corporate

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DRAFT — FOR DISCUSSION PURPOSES ONLY

Prepared by Calderwood & Harkness LLP (Douglas Fairchild, Engagement Partner) in coordination with Harlan Ridge Communications, LLC (Philip Navarette, Partner). This draft press release is for internal circulation purposes only and remains subject to review and approval by Redstone Gaming Corp. and Pinnacle Harbor Capital Partners, LP, and their respective counsel, prior to issuance. Targeted issuance date: March 13, 2023.

JOINT PRESS RELEASE

FOR IMMEDIATE RELEASE

[Placeholder — pending final approval by both parties]

Las Vegas, NV and New York, NY — March 13, 2023

Redstone Gaming Corp. and Pinnacle Harbor Capital Partners Announce Cooperation Agreement; Pinnacle Harbor Withdraws Director Nominations; Franklin Chu Appointed to Board of Directors

Las Vegas, NV and New York, NY — March 13, 2023 — Redstone Gaming Corp. (Nasdaq: RGC), a Delaware corporation headquartered at 8700 Las Vegas Boulevard South, Suite 2200, Las Vegas, NV 89123, and Pinnacle Harbor Capital Partners, LP, a Delaware limited partnership with principal offices at 590 Madison Avenue, 34th Floor, New York, NY 10022 (together with its affiliates, "Pinnacle Harbor"), today jointly announced that they have entered into a Cooperation and Standstill Agreement, dated March 10, 2023 (the "Agreement"). The Agreement resolves the matters raised by Pinnacle Harbor in connection with its Schedule 13D filing with the U.S. Securities and Exchange Commission (the "SEC") on November 10, 2022, and subsequent communications between Pinnacle Harbor and Redstone Gaming regarding board representation, governance matters, and strategic alternatives for the Company. Under the terms of the Agreement, Pinnacle Harbor has withdrawn all of its director nominations and has agreed not to pursue a proxy contest or solicit proxies in connection with Redstone Gaming's 2023 Annual Meeting of Stockholders.

Summary of Key Agreement Terms

Board Appointment — Franklin Chu

Pursuant to the Agreement, the Board of Directors of Redstone Gaming Corp. (the "Board") will appoint Franklin Chu, age 52, as an independent director, effective April 1, 2023. Mr. Chu is the former Chief Executive Officer of Prism Digital Entertainment, LLC, a California-based digital entertainment company where he served in that capacity from 2015 through 2021. During his tenure at Prism Digital Entertainment, Mr. Chu oversaw the company's expansion into mobile gaming platforms, interactive content licensing, and direct-to-consumer digital distribution. Mr. Chu currently serves as a senior advisor to several technology and media companies and brings over twenty-five years of experience in digital media, entertainment, and interactive gaming to the Board.

Mr. Chu was selected from a pool of three candidates identified through a collaborative process conducted by a joint committee comprising representatives of both Redstone Gaming and Pinnacle Harbor. Mr. Chu is neither a nominee of Pinnacle Harbor nor a current officer, employee, or other insider of Redstone Gaming. The Board has determined, based on its review of Mr. Chu's qualifications, relationships, and background, that he satisfies the independence requirements of the Nasdaq Stock Market listing standards and applicable SEC rules.

Mr. Chu will serve as a member of the Board until the Company's 2025 annual meeting of stockholders, at which time he will be eligible for nomination for election by the stockholders in the ordinary course. Upon Mr. Chu's appointment, the size of the Board will be expanded from nine to ten directors.

Standstill and Ownership Cap

Under the Agreement, Pinnacle Harbor has agreed to a standstill period of eighteen (18) months, commencing on March 10, 2023 and expiring on September 10, 2024 (the "Standstill Period"). During the Standstill Period, Pinnacle Harbor and its affiliates and associates may not, directly or indirectly, acquire, offer or agree to acquire, or encourage any other person to acquire, beneficial ownership of shares of Redstone Gaming common stock to the extent that such acquisition would cause Pinnacle Harbor and its affiliates and associates, in the aggregate, to beneficially own in excess of 9.9% of the outstanding shares of common stock of the Company. As of the date of the Agreement, Pinnacle Harbor beneficially owns approximately 6.8% of Redstone Gaming's outstanding common stock, representing 7,119,600 shares out of approximately 104,700,000 shares of common stock outstanding.

Withdrawal of Nominations and Voting Commitment

Pinnacle Harbor has irrevocably withdrawn all director nominations previously submitted to the Company in connection with Redstone Gaming's 2023 Annual Meeting of Stockholders. The withdrawn nominations include the nominations of Dr. Sandra Trevelyan and Hugh Desmond Grayson, each of whom had been identified by Pinnacle Harbor as proposed director candidates in correspondence with the Company and in amendments to its Schedule 13D. Pinnacle Harbor has agreed to cease all activities in furtherance of such nominations and to provide written confirmation of the withdrawal to the Company's Corporate Secretary.

During the Standstill Period, Pinnacle Harbor has further agreed to vote all shares of Redstone Gaming common stock beneficially owned by it and its affiliates in favor of the Board's recommended slate of director nominees at each annual or special meeting of stockholders of the Company. With respect to all other proposals presented at any such meeting, Pinnacle Harbor has agreed to vote its shares in accordance with the recommendations of the Board, unless doing so would be inconsistent with applicable fiduciary obligations or legal requirements, as determined in good faith by Pinnacle Harbor in consultation with its legal counsel.

Strategic Review of Interactive Gaming Division

In connection with the Agreement, the Board of Directors has agreed to conduct an internal review of the strategic alternatives available to the Company's interactive gaming division, including, without limitation, a potential sale, spin-off, joint venture, strategic partnership, or other value-enhancing transaction involving that division (the "Strategic Review"). The Strategic Review is expected to be completed within 120 days of the execution of the Agreement, or by no later than July 8, 2023. The Board intends to engage qualified financial advisors and other consultants as it deems appropriate to assist in the Strategic Review.

Upon completion of the Strategic Review, a summary report of the findings and conclusions will be delivered to the full Board for its consideration. The Company has no obligation under the Agreement to share the conclusions, findings, or recommendations of the Strategic Review with Pinnacle Harbor or to publicly disclose the results thereof. The Board retains full discretion to determine what, if any, actions to take following the completion of the Strategic Review, consistent with its fiduciary duties to all stockholders of the Company.

Other Terms. The Agreement contains mutual non-disparagement provisions applicable during the Standstill Period, pursuant to which each of Redstone Gaming and Pinnacle Harbor (and their respective directors, officers, partners, and authorized representatives) has agreed to refrain from making or causing to be made any public statement or announcement that disparages, criticizes, or is otherwise detrimental to the reputation or business interests of the other party or any of its directors, officers, employees, or affiliates.

Under the Agreement, Redstone Gaming has agreed to reimburse Pinnacle Harbor for its reasonable and documented out-of-pocket legal fees and expenses incurred in connection with its engagement with the Company and the negotiation, drafting, and execution of the Agreement, subject to a cap of $750,000 in the aggregate.

The Agreement is governed by and will be construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction. Any disputes arising under the Agreement are subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if the Court of Chancery declines to accept jurisdiction, the United States District Court for the District of Delaware.

The Agreement may be terminated prior to the expiration of the Standstill Period upon the occurrence of certain specified events, including: (i) a material breach of any provision of the Agreement by either party that remains uncured for a period of fifteen (15) business days following delivery of written notice of such breach to the breaching party; (ii) the occurrence of a change of control of Redstone Gaming (as defined in the Agreement); or (iii) Pinnacle Harbor's beneficial ownership of Redstone Gaming common stock declining below 3.5% of the outstanding shares.

Statements from Company and Pinnacle Harbor Leadership

Diane K. Sheridan, independent Chair of the Board of Directors of Redstone Gaming Corp., stated:

"The Board is pleased to have reached this constructive resolution with Pinnacle Harbor. We have always been committed to engaging openly and in good faith with all of our stockholders, and we believe this Agreement reflects that commitment. We are delighted to welcome Franklin Chu to the Board. Frank brings an exceptional track record in digital entertainment and interactive media, and his expertise will be invaluable as we continue to evaluate opportunities to enhance long-term value for all Redstone Gaming stockholders. The Board has full confidence in Redstone Gaming's strategic direction and in our management team, led by Chief Executive Officer Gerald R. Whitmore, who has guided this company through a period of significant growth and transformation. We remain focused on executing our business plan, strengthening our competitive position, and delivering sustainable returns for our stockholders."

Viktor S. Kessler, Managing Partner and Chief Investment Officer of Pinnacle Harbor Capital Partners, LP, stated:

"We are confident that this Agreement serves the best interests of all Redstone Gaming stockholders. We appreciate the Board's willingness to engage with us constructively and to address the matters we raised in a manner that is productive and forward-looking. The appointment of Franklin Chu is a strong addition to the Board, and we believe his deep experience in digital entertainment and interactive gaming will contribute meaningfully to the Board's oversight of the Company's strategic direction. Pinnacle Harbor remains a significant long-term shareholder of Redstone Gaming, and we look forward to the Company's continued success and the creation of value for all stockholders."

About Redstone Gaming Corp.

Redstone Gaming Corp. (Nasdaq: RGC) is a leading gaming and entertainment company incorporated in the State of Delaware and headquartered in Las Vegas, Nevada. The Company's diversified operations span casino resort operations, interactive and online gaming, and sports wagering across multiple regulated jurisdictions in the United States. Redstone Gaming owns and operates a portfolio of premier casino resort properties and is a growing participant in the rapidly expanding interactive gaming and digital sports wagering markets.

For fiscal year 2021, Redstone Gaming reported annual revenue of approximately $2.87 billion. For fiscal year 2022, the Company projects annual revenue of approximately $3.05 billion. The Company's interactive gaming division generated revenue of approximately $412 million in fiscal year 2021, representing approximately 14.4% of total Company revenue for that period, and continues to be one of the Company's fastest-growing business segments. As of the date hereof, Redstone Gaming has approximately 104,700,000 shares of common stock outstanding, and as of November 2022, the Company's market capitalization was approximately $3.14 billion.

For more information about Redstone Gaming Corp., please visit www.redstonegaming.com.

[Note: Website URL placeholder — to be confirmed by RGC Investor Relations prior to issuance.]

About Pinnacle Harbor Capital Partners, LP

Pinnacle Harbor Capital Partners, LP is a Delaware limited partnership and an event-driven and activist equity investment firm founded in 2014. The firm is headquartered at 590 Madison Avenue, 34th Floor, New York, NY 10022. Pinnacle Harbor manages approximately $4.2 billion in assets under management and pursues a concentrated, research-intensive investment strategy focused primarily on mid-cap companies in the gaming, hospitality, and consumer-discretionary sectors. The general partner of Pinnacle Harbor Capital Partners, LP is Pinnacle Harbor Capital Management, LLC, a Delaware limited liability company.

Advisors

Redstone Gaming Corp. is being advised by Calderwood & Harkness LLP as legal counsel (Douglas Fairchild, Engagement Partner; offices at 3960 Howard Hughes Parkway, Suite 1400, Las Vegas, NV 89169, and 1200 Market Street, Suite 3100, Wilmington, DE 19801), Calloway Pinnacle Trust Bank as financial advisor (Thomas V. Ashford, Managing Director, Activism & Corporate Defense; 200 Park Avenue, 28th Floor, New York, NY 10166), Whitfield Morrow Partners, LLC as proxy solicitor (Denise Cavanaugh, Senior Vice President; 501 Madison Avenue, 14th Floor, New York, NY 10022), and Harlan Ridge Communications, LLC as investor relations advisor (Philip Navarette, Partner; 712 Fifth Avenue, Suite 900, New York, NY 10019).

Pinnacle Harbor Capital Partners, LP is being advised by Hargrove Sloane & Birch LLP as legal counsel (Jonathan Birch III, Lead Partner; 1585 Broadway, 40th Floor, New York, NY 10036) and Garrison Proxy Advisors, LLC as proxy solicitor (Alicia Trent, Managing Director; 17 Ashbury Asset Advisors, Suite 1600, New York, NY 10004).

Contacts

Redstone Gaming Corp.

Investor Relations / Media Contact: Harlan Ridge Communications, LLC Philip Navarette, Partner 712 Fifth Avenue, Suite 900 New York, NY 10019

Phone: (212) 555-0148

Email: pnavarette@harlanridge.com

[Note: Phone number and email address are placeholders — to be confirmed by Harlan Ridge prior to issuance.]

Corporate Contact: Patricia "Trish" Nakamura General Counsel & Corporate Secretary Redstone Gaming Corp. 8700 Las Vegas Boulevard South, Suite 2200 Las Vegas, NV 89123

Phone: (702) 555-0312

Email: tnakamura@redstonegaming.com

[Note: Phone number and email address are placeholders — to be confirmed by RGC prior to issuance.]

Pinnacle Harbor Capital Partners, LP

Media Contact: Pinnacle Harbor Capital Partners, LP 590 Madison Avenue, 34th Floor New York, NY 10022

Phone: (212) 555-0276

Email: media@pinnacleharbor.com

[Note: Designated media contact name, phone number, and email address are placeholders — to be confirmed by Pinnacle Harbor prior to issuance.]

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the strategic review of the interactive gaming division, the expected timing and completion of such review, the appointment of Franklin Chu to the Board of Directors, the scheduling and conduct of the Company's 2023 Annual Meeting of Stockholders, and other statements that are not historical facts. Forward-looking statements are generally identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "projects," "will," "would," "could," "should," "may," and similar expressions, or by the context in which such statements are made.

These forward-looking statements are based on the current expectations, assumptions, estimates, and projections of the management of Redstone Gaming Corp. and Pinnacle Harbor Capital Partners, LP, as applicable, and involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: general economic, business, and market conditions; the effects of competition in the gaming, entertainment, and hospitality industries; changes in federal, state, or local laws and regulations, including gaming regulations and licensing requirements; the Company's ability to execute its strategic plan and achieve anticipated operating results; risks related to the interactive gaming and sports wagering markets, including regulatory developments and competitive dynamics; the outcome and timing of the strategic review of the interactive gaming division, which may not result in any transaction or strategic change; risks associated with the integration of new Board members; cybersecurity risks and technology disruptions; and other risks and uncertainties described in Redstone Gaming Corp.'s filings with the SEC, including its most recent Annual Report on Form 10-K (CIK 0001847625) and Quarterly Reports on Form 10-Q, as well as in the definitive proxy statement to be filed in connection with the Company's 2023 Annual Meeting of Stockholders.

Neither Redstone Gaming Corp. nor Pinnacle Harbor Capital Partners, LP undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Additional Information and Where to Find It

In connection with its 2023 Annual Meeting of Stockholders, currently scheduled for May 18, 2023, Redstone Gaming Corp. intends to file with the SEC a definitive proxy statement on Schedule 14A and other relevant documents. STOCKHOLDERS OF REDSTONE GAMING CORP. ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE 2023 ANNUAL MEETING, AND RELATED MATTERS.

Stockholders and other interested parties may obtain free copies of the definitive proxy statement and other relevant documents filed by Redstone Gaming Corp. with the SEC, when available, at the SEC's website at www.sec.gov, and at the Company's investor relations website at www.redstonegaming.com/investors.

The Cooperation and Standstill Agreement, dated March 10, 2023, between Redstone Gaming Corp. and Pinnacle Harbor Capital Partners, LP will be filed as an exhibit to a Current Report on Form 8-K with the SEC. Stockholders and other interested parties are encouraged to review the full text of the Agreement when it becomes available.

###

DRAFT — Prepared by Calderwood & Harkness LLP in coordination with Harlan Ridge Communications, LLC — Subject to review and approval by both parties and their respective counsel prior to issuance.

Draft v1 — March __, 2023

DRAFT — FOR DISCUSSION PURPOSES ONLY
Prepared by Calderwood & Harkness LLP (Douglas Fairchild, Engagement Partner) in coordination with Harlan Ridge Communications, LLC (Philip Navarette, Partner). This draft press release is for internal circulation purposes only and remains subject to review and approval by Redstone Gaming Corp. and Pinnacle Harbor Capital Partners, LP, and their respective counsel, prior to issuance. Targeted issuance date: March 13, 2023.
JOINT PRESS RELEASE
FOR IMMEDIATE RELEASE
[Placeholder — pending final approval by both parties]
Las Vegas, NV and New York, NY — March 13, 2023
Redstone Gaming Corp. and Pinnacle Harbor Capital Partners Announce Cooperation Agreement; Pinnacle Harbor Withdraws Director Nominations; Franklin Chu Appointed to Board of Directors
Las Vegas, NV and New York, NY — March 13, 2023 — Redstone Gaming Corp. (Nasdaq: RGC), a Delaware corporation headquartered at 8700 Las Vegas Boulevard South, Suite 2200, Las Vegas, NV 89123, and Pinnacle Harbor Capital Partners, LP, a Delaware limited partnership with principal offices at 590 Madison Avenue, 34th Floor, New York, NY 10022 (together with its affiliates, "Pinnacle Harbor"), today jointly announced that they have entered into a Cooperation and Standstill Agreement, dated March 10, 2023 (the "Agreement"). The Agreement resolves the matters raised by Pinnacle Harbor in connection with its Schedule 13D filing with the U.S. Securities and Exchange Commission (the "SEC") on November 10, 2022, and subsequent communications between Pinnacle Harbor and Redstone Gaming regarding board representation, governance matters, and strategic alternatives for the Company. Under the terms of the Agreement, Pinnacle Harbor has withdrawn all of its director nominations and has agreed not to pursue a proxy contest or solicit proxies in connection with Redstone Gaming's 2023 Annual Meeting of Stockholders.
Summary of Key Agreement Terms
Board Appointment — Franklin Chu
Pursuant to the Agreement, the Board of Directors of Redstone Gaming Corp. (the "Board") will appoint Franklin Chu, age 52, as an independent director, effective April 1, 2023. Mr. Chu is the former Chief Executive Officer of Prism Digital Entertainment, LLC, a California-based digital entertainment company where he served in that capacity from 2015 through 2021. During his tenure at Prism Digital Entertainment, Mr. Chu oversaw the company's expansion into mobile gaming platforms, interactive content licensing, and direct-to-consumer digital distribution. Mr. Chu currently serves as a senior advisor to several technology and media companies and brings over twenty-five years of experience in digital media, entertainment, and interactive gaming to the Board.
Mr. Chu was selected from a pool of three candidates identified through a collaborative process conducted by a joint committee comprising representatives of both Redstone Gaming and Pinnacle Harbor. Mr. Chu is neither a nominee of Pinnacle Harbor nor a current officer, employee, or other insider of Redstone Gaming. The Board has determined, based on its review of Mr. Chu's qualifications, relationships, and background, that he satisfies the independence requirements of the Nasdaq Stock Market listing standards and applicable SEC rules.
Mr. Chu will serve as a member of the Board until the Company's 2025 annual meeting of stockholders, at which time he will be eligible for nomination for election by the stockholders in the ordinary course. Upon Mr. Chu's appointment, the size of the Board will be expanded from nine to ten directors.
Standstill and Ownership Cap
Under the Agreement, Pinnacle Harbor has agreed to a standstill period of eighteen (18) months, commencing on March 10, 2023 and expiring on September 10, 2024 (the "Standstill Period"). During the Standstill Period, Pinnacle Harbor and its affiliates and associates may not, directly or indirectly, acquire, offer or agree to acquire, or encourage any other person to acquire, beneficial ownership of shares of Redstone Gaming common stock to the extent that such acquisition would cause Pinnacle Harbor and its affiliates and associates, in the aggregate, to beneficially own in excess of 9.9% of the outstanding shares of common stock of the Company. As of the date of the Agreement, Pinnacle Harbor beneficially owns approximately 6.8% of Redstone Gaming's outstanding common stock, representing 7,119,600 shares out of approximately 104,700,000 shares of common stock outstanding.
Withdrawal of Nominations and Voting Commitment
Pinnacle Harbor has irrevocably withdrawn all director nominations previously submitted to the Company in connection with Redstone Gaming's 2023 Annual Meeting of Stockholders. The withdrawn nominations include the nominations of Dr. Sandra Trevelyan and Hugh Desmond Grayson, each of whom had been identified by Pinnacle Harbor as proposed director candidates in correspondence with the Company and in amendments to its Schedule 13D. Pinnacle Harbor has agreed to cease all activities in furtherance of such nominations and to provide written confirmation of the withdrawal to the Company's Corporate Secretary.
During the Standstill Period, Pinnacle Harbor has further agreed to vote all shares of Redstone Gaming common stock beneficially owned by it and its affiliates in favor of the Board's recommended slate of director nominees at each annual or special meeting of stockholders of the Company. With respect to all other proposals presented at any such meeting, Pinnacle Harbor has agreed to vote its shares in accordance with the recommendations of the Board, unless doing so would be inconsistent with applicable fiduciary obligations or legal requirements, as determined in good faith by Pinnacle Harbor in consultation with its legal counsel.
Strategic Review of Interactive Gaming Division
In connection with the Agreement, the Board of Directors has agreed to conduct an internal review of the strategic alternatives available to the Company's interactive gaming division, including, without limitation, a potential sale, spin-off, joint venture, strategic partnership, or other value-enhancing transaction involving that division (the "Strategic Review"). The Strategic Review is expected to be completed within 120 days of the execution of the Agreement, or by no later than July 8, 2023. The Board intends to engage qualified financial advisors and other consultants as it deems appropriate to assist in the Strategic Review.
Upon completion of the Strategic Review, a summary report of the findings and conclusions will be delivered to the full Board for its consideration. The Company has no obligation under the Agreement to share the conclusions, findings, or recommendations of the Strategic Review with Pinnacle Harbor or to publicly disclose the results thereof. The Board retains full discretion to determine what, if any, actions to take following the completion of the Strategic Review, consistent with its fiduciary duties to all stockholders of the Company.
Other Terms. The Agreement contains mutual non-disparagement provisions applicable during the Standstill Period, pursuant to which each of Redstone Gaming and Pinnacle Harbor (and their respective directors, officers, partners, and authorized representatives) has agreed to refrain from making or causing to be made any public statement or announcement that disparages, criticizes, or is otherwise detrimental to the reputation or business interests of the other party or any of its directors, officers, employees, or affiliates.
Under the Agreement, Redstone Gaming has agreed to reimburse Pinnacle Harbor for its reasonable and documented out-of-pocket legal fees and expenses incurred in connection with its engagement with the Company and the negotiation, drafting, and execution of the Agreement, subject to a cap of $750,000 in the aggregate.
The Agreement is governed by and will be construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction. Any disputes arising under the Agreement are subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if the Court of Chancery declines to accept jurisdiction, the United States District Court for the District of Delaware.
The Agreement may be terminated prior to the expiration of the Standstill Period upon the occurrence of certain specified events, including: (i) a material breach of any provision of the Agreement by either party that remains uncured for a period of fifteen (15) business days following delivery of written notice of such breach to the breaching party; (ii) the occurrence of a change of control of Redstone Gaming (as defined in the Agreement); or (iii) Pinnacle Harbor's beneficial ownership of Redstone Gaming common stock declining below 3.5% of the outstanding shares.
Statements from Company and Pinnacle Harbor Leadership
Diane K. Sheridan, independent Chair of the Board of Directors of Redstone Gaming Corp., stated:
"The Board is pleased to have reached this constructive resolution with Pinnacle Harbor. We have always been committed to engaging openly and in good faith with all of our stockholders, and we believe this Agreement reflects that commitment. We are delighted to welcome Franklin Chu to the Board. Frank brings an exceptional track record in digital entertainment and interactive media, and his expertise will be invaluable as we continue to evaluate opportunities to enhance long-term value for all Redstone Gaming stockholders. The Board has full confidence in Redstone Gaming's strategic direction and in our management team, led by Chief Executive Officer Gerald R. Whitmore, who has guided this company through a period of significant growth and transformation. We remain focused on executing our business plan, strengthening our competitive position, and delivering sustainable returns for our stockholders."
Viktor S. Kessler, Managing Partner and Chief Investment Officer of Pinnacle Harbor Capital Partners, LP, stated:
"We are confident that this Agreement serves the best interests of all Redstone Gaming stockholders. We appreciate the Board's willingness to engage with us constructively and to address the matters we raised in a manner that is productive and forward-looking. The appointment of Franklin Chu is a strong addition to the Board, and we believe his deep experience in digital entertainment and interactive gaming will contribute meaningfully to the Board's oversight of the Company's strategic direction. Pinnacle Harbor remains a significant long-term shareholder of Redstone Gaming, and we look forward to the Company's continued success and the creation of value for all stockholders."
About Redstone Gaming Corp.
Redstone Gaming Corp. (Nasdaq: RGC) is a leading gaming and entertainment company incorporated in the State of Delaware and headquartered in Las Vegas, Nevada. The Company's diversified operations span casino resort operations, interactive and online gaming, and sports wagering across multiple regulated jurisdictions in the United States. Redstone Gaming owns and operates a portfolio of premier casino resort properties and is a growing participant in the rapidly expanding interactive gaming and digital sports wagering markets.
For fiscal year 2021, Redstone Gaming reported annual revenue of approximately $2.87 billion. For fiscal year 2022, the Company projects annual revenue of approximately $3.05 billion. The Company's interactive gaming division generated revenue of approximately $412 million in fiscal year 2021, representing approximately 14.4% of total Company revenue for that period, and continues to be one of the Company's fastest-growing business segments. As of the date hereof, Redstone Gaming has approximately 104,700,000 shares of common stock outstanding, and as of November 2022, the Company's market capitalization was approximately $3.14 billion.
For more information about Redstone Gaming Corp., please visit www.redstonegaming.com.
[Note: Website URL placeholder — to be confirmed by RGC Investor Relations prior to issuance.]
About Pinnacle Harbor Capital Partners, LP
Pinnacle Harbor Capital Partners, LP is a Delaware limited partnership and an event-driven and activist equity investment firm founded in 2014. The firm is headquartered at 590 Madison Avenue, 34th Floor, New York, NY 10022. Pinnacle Harbor manages approximately $4.2 billion in assets under management and pursues a concentrated, research-intensive investment strategy focused primarily on mid-cap companies in the gaming, hospitality, and consumer-discretionary sectors. The general partner of Pinnacle Harbor Capital Partners, LP is Pinnacle Harbor Capital Management, LLC, a Delaware limited liability company.
Advisors
Redstone Gaming Corp. is being advised by Calderwood & Harkness LLP as legal counsel (Douglas Fairchild, Engagement Partner; offices at 3960 Howard Hughes Parkway, Suite 1400, Las Vegas, NV 89169, and 1200 Market Street, Suite 3100, Wilmington, DE 19801), Calloway Pinnacle Trust Bank as financial advisor (Thomas V. Ashford, Managing Director, Activism & Corporate Defense; 200 Park Avenue, 28th Floor, New York, NY 10166), Whitfield Morrow Partners, LLC as proxy solicitor (Denise Cavanaugh, Senior Vice President; 501 Madison Avenue, 14th Floor, New York, NY 10022), and Harlan Ridge Communications, LLC as investor relations advisor (Philip Navarette, Partner; 712 Fifth Avenue, Suite 900, New York, NY 10019).
Pinnacle Harbor Capital Partners, LP is being advised by Hargrove Sloane & Birch LLP as legal counsel (Jonathan Birch III, Lead Partner; 1585 Broadway, 40th Floor, New York, NY 10036) and Garrison Proxy Advisors, LLC as proxy solicitor (Alicia Trent, Managing Director; 17 Ashbury Asset Advisors, Suite 1600, New York, NY 10004).
Contacts
Redstone Gaming Corp.
Investor Relations / Media Contact: Harlan Ridge Communications, LLC Philip Navarette, Partner 712 Fifth Avenue, Suite 900 New York, NY 10019
Phone: (212) 555-0148
Email: pnavarette@harlanridge.com
[Note: Phone number and email address are placeholders — to be confirmed by Harlan Ridge prior to issuance.]
Corporate Contact: Patricia "Trish" Nakamura General Counsel & Corporate Secretary Redstone Gaming Corp. 8700 Las Vegas Boulevard South, Suite 2200 Las Vegas, NV 89123
Phone: (702) 555-0312
Email: tnakamura@redstonegaming.com
[Note: Phone number and email address are placeholders — to be confirmed by RGC prior to issuance.]
Pinnacle Harbor Capital Partners, LP
Media Contact: Pinnacle Harbor Capital Partners, LP 590 Madison Avenue, 34th Floor New York, NY 10022
Phone: (212) 555-0276
Email: media@pinnacleharbor.com
[Note: Designated media contact name, phone number, and email address are placeholders — to be confirmed by Pinnacle Harbor prior to issuance.]
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the strategic review of the interactive gaming division, the expected timing and completion of such review, the appointment of Franklin Chu to the Board of Directors, the scheduling and conduct of the Company's 2023 Annual Meeting of Stockholders, and other statements that are not historical facts. Forward-looking statements are generally identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "projects," "will," "would," "could," "should," "may," and similar expressions, or by the context in which such statements are made.
These forward-looking statements are based on the current expectations, assumptions, estimates, and projections of the management of Redstone Gaming Corp. and Pinnacle Harbor Capital Partners, LP, as applicable, and involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: general economic, business, and market conditions; the effects of competition in the gaming, entertainment, and hospitality industries; changes in federal, state, or local laws and regulations, including gaming regulations and licensing requirements; the Company's ability to execute its strategic plan and achieve anticipated operating results; risks related to the interactive gaming and sports wagering markets, including regulatory developments and competitive dynamics; the outcome and timing of the strategic review of the interactive gaming division, which may not result in any transaction or strategic change; risks associated with the integration of new Board members; cybersecurity risks and technology disruptions; and other risks and uncertainties described in Redstone Gaming Corp.'s filings with the SEC, including its most recent Annual Report on Form 10-K (CIK 0001847625) and Quarterly Reports on Form 10-Q, as well as in the definitive proxy statement to be filed in connection with the Company's 2023 Annual Meeting of Stockholders.
Neither Redstone Gaming Corp. nor Pinnacle Harbor Capital Partners, LP undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.
Additional Information and Where to Find It
In connection with its 2023 Annual Meeting of Stockholders, currently scheduled for May 18, 2023, Redstone Gaming Corp. intends to file with the SEC a definitive proxy statement on Schedule 14A and other relevant documents. STOCKHOLDERS OF REDSTONE GAMING CORP. ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE 2023 ANNUAL MEETING, AND RELATED MATTERS.
Stockholders and other interested parties may obtain free copies of the definitive proxy statement and other relevant documents filed by Redstone Gaming Corp. with the SEC, when available, at the SEC's website at www.sec.gov, and at the Company's investor relations website at www.redstonegaming.com/investors.
The Cooperation and Standstill Agreement, dated March 10, 2023, between Redstone Gaming Corp. and Pinnacle Harbor Capital Partners, LP will be filed as an exhibit to a Current Report on Form 8-K with the SEC. Stockholders and other interested parties are encouraged to review the full text of the Agreement when it becomes available.
###
DRAFT — Prepared by Calderwood & Harkness LLP in coordination with Harlan Ridge Communications, LLC — Subject to review and approval by both parties and their respective counsel prior to issuance.
Draft v1 — March __, 2023

DRAFT — FOR DISCUSSION PURPOSES ONLY

JOINT PRESS RELEASE

FOR IMMEDIATE RELEASE

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