Poydras Gaming Finance Corp. to Acquire Integrity Companies

Conference Call: Tuesday, September 30, 2014 at 11:00am Pacific / 2:00pm Eastern

VANCOUVER, Sept. 29, 2014 /CNW/ - POYDRAS GAMING FINANCE CORP. (formerly Great Northern Gold Exploration Corporation) (TSX-V: PYD) ("PGFC," "Poydras Gaming" or the "Company") is pleased to announce the execution of a Definitive Agreement for the acquisition of Integrity Gaming, Inc., Aurora Gaming, Inc., and Integrity Gaming of Kansas, Inc., (together the "Integrity Companies").  The Integrity Companies are a leading provider of slot machines to Native American-owned casinos in Oklahoma and Texas and have been in operation since 1997.  Today they are one of the largest independent gaming equipment and bingo supply distributors in the tribal gaming market, with over 1,700 machines currently under participation leases with 22 casinos owned by 12 different Native American Tribes.  The transaction is expected to close in early 2015 (the "Closing Date") subject to certain conditions including, completion of an IFRS audit of the Integrity Companies, the approval of the TSX Venture Exchange and the consent of applicable gaming regulatory authorities.

"We are proud to announce this Definitive Agreement with the Integrity Companies, who have been valued partners since we entered the Oklahoma market in 2011," said Peter Macy, CEO of Poydras Gaming, "Integrity is one of the premier providers of gaming equipment to Native American-owned casinos with a depth and breadth of relationships in the Oklahoma market that is unmatched."

Philip Bowden, President of the Integrity Companies added, "We are delighted to be joining the Poydras team and are excited at the growth opportunities that we will be able to pursue with the full support of Poydras Gaming's balance sheet and capital markets expertise."

The aggregate purchase price (the "Purchase Price") for the Integrity Companies will be approximately USD$17 million comprised of:

(i)     

the assumption of approximately USD$6 million in outstanding debt;



(ii)    

USD$5.5 million of equity consideration payable in common shares of PGFC valued at the volume-weighted average price of PGFC's common shares on the Exchange for the 60 trading days immediately preceding the Closing Date, subject to a minimum price per common share of CAD$0.18 and a maximum price per common share of CAD$0.40; and



(iii) 

cash consideration equal to the Purchase Price less assumed debt and equity consideration, which would be approximately USD$5.5 million based on current estimates of outstanding debt levels at closing.

In addition, PGFC has the right to reduce the equity consideration and increase the cash consideration by an aggregate of USD$3 million.

The owners of Integrity will also be eligible for an earn-out of up to USD$3 million payable in 2016 based on the Integrity Companies meeting certain performance metrics.

This transaction is expected to be immediately accretive to the Company's Earnings Per Share upon closing and the Company anticipates that the acquisition could add USD$5.5-$6.5 million in EBITDA to Poydras Gaming's earnings for 2015.  The Company plans on funding the cash portion of the purchase price with a combination of debt financing and cash on hand.

Conference Call
The Company will be hosting an investor conference call on Tuesday, September 30, 2014 at 11:00am Pacific Time (2:00pm Eastern Time) to provide investors with an update of the transaction.  Representing Poydras Gaming Finance Corp. on the conference call will be Mr. Peter Macy, Chief Executive Officer.  Following the update, a question and answer session will be held.  To participate, the dial-in instructions are as follows:

DATE:              Tuesday, September 30, 2014
TIME:               11:00am Pacific Time / 2:00pm Eastern Time

Participant Dial-In Number(s):


North America Toll-Free Dial-In Number:

1 (888) 390-0546


For Toronto:

1 (416) 764-8688


For Vancouver:

1 (778) 383-7413

A Taped Replay will be available until October 7, 2014 at 11:00am Pacific / 2:00pm Eastern.

Taped Replay Toll Free Number:

1 (888) 390-0541

Taped Replay Toronto Dial-in Number:

1 (416) 764-8677

Taped Replay Password:

677105

For additional information please see the SEDAR website at www.sedar.com.

About Poydras Gaming Finance Corp.:
Poydras Gaming is focused on leasing and financing gaming machines (such as slot machines) and related capital expenditures for existing casinos, new casino developments and gaming machine suppliers in the United States.  It owns and finances slot machines including long-term lease contracts across four casinos in Oklahoma and a financing agreement with a gaming machine supplier focused on the California market.  Additional information about the Company can be found on the SEDAR website at www.sedar.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain information in this news release is considered forward-looking within the meaning of certain securities laws and is subject to important risks, uncertainties and assumptions. This forward‐looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward‐looking information. The forward-looking information in this news release describes the Company's expectations as of the date of this news release.

The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from such forward-looking information include, among others, risks arising from general economic conditions and adverse industry events.

The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD‐LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.

SOURCE: Poydras Gaming Finance Corp.

For further information: Peter Macy, CEO, Poydras Gaming Finance Corp., Phone: (604) 683-8393, Email: info@poydrasgaming.com

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