Consent Solicitation Documents

GREAT CANADIAN GAMING INITIATES CONSENT SOLICITATION WITH RESPECT TO 6.625% SENIOR UNSECURED NOTES TO ALLOW INCREASED FINANCIAL FLEXIBILITY

April 27, 2015 – Richmond, BC – Great Canadian Gaming Corporation [TSX:GC] (“Great Canadian” or the “Company”) announces today that it will commence a solicitation of consents (the “Consent Solicitation”) to amend the trust indenture (the “Indenture”) governing its 6.625% Senior Unsecured Notes in the principal amount of $450,000,000 due July 25, 2022 (the “Notes”).

The purpose of the Consent Solicitation is to obtain approval for certain amendments to the Indenture (the “Proposed Amendments”) which, if approved, would provide the Company with greater flexibility to make payments that would be otherwise restricted under the terms of the Indenture. The increased flexibility would allow the Company, amongst other things, greater freedom during the remaining 7-year term of the Notes to repurchase its common shares, pay cash dividends on all of its capital stock and make distributions to its shareholders. While it is always evaluating its options, the Company has no immediate plans to repurchase its securities (other than, if market opportunities arise, the amount of common shares permitted under its normal course issuer bid), pay dividends or make other distributions to its shareholders.

The Consent Solicitation will be open until 5:00 p.m. (Eastern Time) on May 8, 2015, unless extended or cancelled by the Company. The record date for purposes of the Consent Solicitation is April 24, 2015.

Provided the Proposed Amendments are implemented, the Company will pay a one-time consent fee equal to $5.00 per $1,000 principal amount of the Notes to holders who validly consent to the Proposed Amendments by the expiration date of the Consent Solicitation.

A full description of the Proposed Amendments, along with the terms and conditions of the Consent Solicitation, will be set out in a consent solicitation statement (the “Consent Solicitation Statement”) that will be mailed to holders of the Notes and filed on SEDAR. The Proposed Amendments require the consent of the holders of at least a majority of the principal amount of the outstanding Notes.

Beneficial owners of Notes that are held in the name of a broker, dealer, commercial bank, trust company or other intermediary, or in the name of a clearing agency of which such intermediary is a participant, should contact such intermediary promptly and obtain and follow their intermediary’s instructions with respect to the applicable consent procedures and deadlines, which may be earlier than the deadlines set out in the Consent Solicitation Statement.

This press release is neither a solicitation of consents, an offer to purchase the Notes nor a solicitation of an offer to sell securities. The Consent Solicitation is being made solely by the Consent Solicitation Statement.

Requests for assistance in completing an appropriate consent form, requests for copies of the Consent Solicitation Statement, an appropriate consent form or other related documents or questions concerning the terms of the Consent Solicitation should be directed either to the Lead Solicitation Agent, Scotia Capital Inc., at 40 King Street West, 68th Floor, Toronto, Ontario, Canada, M5H 1H1 or by calling Michael Lay, Managing Director & Head of Syndication, at 416-863-7257 (toll free 1(888) 776-3666), or to the Information Agent, D.F. King Canada at 1-800-398-1272.

ABOUT GREAT CANADIAN GAMING CORPORATION
Great Canadian Gaming Corporation operates gaming, entertainment and hospitality facilities in British Columbia, Ontario, Nova Scotia, and Washington State. The Company’s 17 gaming properties consist of three community gaming centres, four racetracks, and ten casinos, including one with a Four Diamond hotel resort. As of December 31, 2014, the Company had approximately 3,900 employees in Canada and 600 in Washington State. Further information is available on the Company’s website, www.gcgaming.com.

DISCLAIMER
This press release contains certain “forward-looking information” or statements within the meaning of applicable securities legislation. Forward-looking information is based on the Company’s current expectations, estimates, projections and assumptions that were made by the Company in light of its historical trends and other factors. All information or statements, other than statements of historical fact, are forward-looking information including statements that address expectations, estimates or projections about the future and the timing and terms of the Consent Solicitation. Forward-looking information may be identified by words such as “anticipate”, “believe”, “expect”, or similar expressions. Such forward-looking information is not a guarantee of future performance and may involve a number of risks and uncertainties.

Although forward-looking information is based on information and assumptions that the Company believes are current, reasonable and complete, they are subject to unknown risks, uncertainties, and a number of factors that could cause actual results to vary materially from those expressed or implied by such forward-looking information. Such factors may include, but are not limited to: terms of operational service agreements with lottery corporations; changes to gaming laws that may impact our operational service agreements; pending, proposed or unanticipated regulatory or policy changes; the outcome of restructuring of gaming in Ontario; the Company’s ability to obtain and renew required business licenses, leases, and operational services agreements; the future of horse racing in Ontario; unanticipated fines, sanctions and suspensions imposed on the Company by its regulators; impact of global liquidity and credit availability; possible reassessments of the Company’s prior tax filings by tax authorities; adverse tourism trends and further decreases in levels of travel, leisure and consumer spending; competition from established competitors and new entrants in the gaming business; dependence on key personnel; the Company’s ability to manage its capital projects and its expanding operations; the risk that systems, procedures and controls may not be adequate to meet regulatory requirements or to support current and expanding operations; potential undisclosed liabilities and capital expenditures associated with acquisitions; negative connotations linked to the gaming industry; First Nations rights with respect to some land on which we conduct our operations; future or current legal proceedings; construction disruptions; financial covenants associated with credit facilities and long-term debt; credit, liquidity and market risks associated with our financial instruments; interest and exchange rate fluctuations; non-realization of cost reductions and synergies; demand for new products and services; fluctuations in operating results; economic uncertainty and financial market volatility; technology dependence; and privacy breaches or data theft. The Company cautions that this list of factors is not exhaustive. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. These factors and other risks and uncertainties are discussed in the Company’s continuous disclosure documents filed with the Canadian securities regulatory authorities from time to time, including in the “Risk Factors” section of the Company’s Annual Information Form for fiscal year 2014, and as identified in the Company’s disclosure record on SEDAR at www.sedar.com.

Readers are cautioned not to place undue reliance on the forward-looking information, as there can be no assurance that the plans, intentions, or expectations upon which they are based will occur. The forward-looking information contained herein is made as of the date hereof and is subject to change after such date, and is expressly qualified in its entirety by cautionary statements in this press release. Forward-looking information is provided for the purpose of providing information about management’s current expectations and plans and allowing investors and others to get a better understanding of the Company’s operating and financial environment. The Company undertakes no obligation to publicly revise forward-looking information to reflect subsequent events or circumstances except as required by law.

ON BEHALF OF
GREAT CANADIAN GAMING CORPORATION
“Original signed by Rod N. Baker”
_____________________
Rod N. Baker
President and Chief Executive Officer
GREAT CANADIAN GAMING CORPORATION [TSX:GC] Suite #350 – 13775 Commerce Parkway
Richmond, BC
V6V 2V4
Phone: (604) 303-1000
Website: www.gcgaming.com

For enquiries:
ir@gcgaming.com
or
Ms. Tanya Ruskowski
Executive Assistant to the President and Chief Executive Officer and the Chief Financial Officer
(604) 303-1000

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