Great Canadian Gaming Announces Pricing of $450 Million of Notes

/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES/

RICHMOND, BC, July 18, 2012 /CNW/ - Great Canadian Gaming Corporation [TSX:GC] ("Great Canadian" or the "Company") announced today that it has priced its previously announced offering (the "Offering") of senior unsecured notes.

Great Canadian will issue $450 million in aggregate principal amount of 6.625% notes due July 25, 2022 (the "New Notes"). Due to the positive market reception for the Offering, the Company has increased the size of the offering to $450 million from $400 million.

The New Notes will be offered in a private placement in Canada under available prospectus exemptions and in the United States to qualified institutional buyers under Rule 144A under the United States Securities Act of 1933 (the "Securities Act").  The New Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act. The New Notes will be guaranteed, jointly and severally, by Great Canadian's current and future material restricted subsidiaries.

The Offering is expected to close on or about July 24, 2012, subject to customary closing conditions and the amendment of the Company's existing credit agreement.

The Company expects to receive aggregate net proceeds of approximately $440 million from the Offering, after deducting underwriting fees and estimated offering expenses.

Great Canadian intends to use the net proceeds from the Offering to fund the purchase or redemption of its 7.250% senior subordinated notes due 2015 (the "Old Notes"), to repay the Tranche B term loans under its credit agreement and derivative liabilities relating to hedging transactions in connection with the Old Notes and the Tranche B term loans and for general corporate purposes.

Scotia Capital Inc. and HSBC Securities (Canada) Inc. are acting as joint book-running managers for the Offering.

This press release is for informational purposes only and is not an offer to buy or a solicitation of an offer to sell any securities of the Company.  The Toronto Stock Exchange has neither approved nor disapproved the form or content of this press release.

ABOUT GREAT CANADIAN GAMING CORPORATION

Great Canadian Gaming Corporation is a multi-jurisdictional gaming, entertainment and hospitality operator with operations in British Columbia, Ontario and Nova Scotia, and Washington State. The Company operates ten casinos, a thoroughbred racetrack that offers slot machines, three standardbred racetracks (two offer slot machines and one offers both slot machines and table games), two community gaming centres, a bingo hall, a resort with two hotels, a conference centre and a marina, two show theatres and various associated food and beverage and entertainment facilities. As of March 31, 2012, the Company had approximately 4,000 employees in Canada and approximately 600 in Washington State. Further information is available on the Company's website, www.gcgaming.com.

DISCLAIMER

This news 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, the planned refinancing and the Company's intentions with respect to the Tender Offer, the expected closing date of the Offering and the expected net proceeds from the Offering. Such forward-looking information is based on certain assumptions made by the Company and 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 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: unexpected expenses involved in the Offering of the New Notes, closing of the Offering of the New Notes; investor response to the Tender Offer; 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; unanticipated fines, sanctions and suspensions imposed on the Company by its regulators; impact of global liquidity and credit availability; 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 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 claims with respect to some Crown 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; and economic uncertainty and financial market volatility.  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 2011, and as identified in the Company's disclosure record on SEDAR at www.sedar.com.  The forward-looking information in documents incorporated by reference speak only as of the date of those documents.  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 Company undertakes no obligation to publicly revise forward-looking information to reflect subsequent events or circumstances except as required by law.  The forward-looking information contained herein is made as of the date hereof and is expressly qualified in its entirety by cautionary statements in this news release.

ON BEHALF OF

GREAT CANADIAN GAMING CORPORATION

"Original Signed By Rod N. Baker"

_____________________

Rod N. Baker
President and Chief Executive Officer


SOURCE Great Canadian Gaming Corporation

For further information:

GREAT CANADIAN GAMING CORPORATION [TSX:GC] 
Suite #350 - 13775 Commerce Parkway
Richmond, BC
V6V 2V4
(604) 303-1000
Website: www.gcgaming.com

For investor 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

For media enquiries:
Mr. Howard Blank
Vice-President, Communications, Entertainment & Responsible Gaming
(604) 512-6066


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