FWP 1 dfwp.htm FREE WRITING PROSPECTUS

1 1 Investor Presentation Investor Presentation November/December 2006 November/December 2006 Free Writing Prospectus Filed pursuant to Rule 433 Registration Statement No. 333-136341 The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Additionally, further copies of the prospectus may be obtained from the underwriter, Sterne, Agee & Leach, Inc., by calling W. Barry McRae at (205) 949-3555.

2 2 “The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Additionally, further copies of the prospectus may be obtained from the underwriter, Sterne, Agee & Leach, Inc., by calling W. Barry McRae at (205) 949-3555.” Full House Resorts, Inc. Full House Resorts, Inc.

3 3 The following statements are made pursuant to the safe harbor for forward-looking statements described in the Private Securities Litigation Reform Act of 1995. In these presentations, we may make certain statements that are forward-looking, such as statements regarding Full House’s future results and plans and anticipated trends in the industries and economies in which Full House operates. These forward-looking statements are the Company’s current expectations and the Company will make no effort to update these expectations based on subsequent events or knowledge. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including that our revenues may differ from that projected, that governmental and court approvals may not be forthcoming or may be delayed: · Our growth strategies may not be realized; · Our development and potential acquisition of new facilities may not occur; · Trends in the gaming industries may be negative; · We may not have access to capital, including the ability to finance future business requirements; · There may be adverse changes in federal, state and local laws and regulations, including environmental and gaming license legislation and regulations; and · Other risks detailed in our documents filed with the SEC. Should one or more of these risks or uncertainties materialize, or should our underlying assumptions prove incorrect, actual results may differ significantly from results expressed or implied in any forward- looking statements made by the Company in these communications Safe Harbor Statement Safe Harbor Statement

4 4 Full House Resorts, Inc. is an established gaming company with a two-pronged business model: • FLL develops, manages and operates local casinos for American Indian Tribes and other independent gaming companies • FLL acquires, improves and operates independent local casinos Full House manages and owns independent casinos which target local customers living and working in healthy demographic areas across the United States

5 5 Issuer: Full House Resorts, Inc. Ticker/ Listing: FLL / AMEX Shares Offered: 6,000,000 Over-allotment: 15% Shares Outstanding post-offering: 17,708,380 Price (as of 11/22/06): $3.29 Expected Pricing: Week of December 11 Underwriter: Sterne, Agee & Leach, Inc. Use of Proceeds: Acquisition, Working Capital, Debt Repayment th

6 6 USE OF PROCEEDS USE OF PROCEEDS Stockman's Casino 10,500,000 Indian Gaming Development 2,500,000 1992 Preferred Dividend 3,000,000 Transaction Expenses 2,000,000 General Corporate Purposes 4,000,000 22,000,000 $

7 7 Historical Stock Appreciation Historical Stock Appreciation FLL = Blue AMEX = Red NASDAQ = Green Midway Expansion Nambe selects FLL as Manager Northern Cheyenne select FLL as Manager FLL begins trading on the AMEX Stockman’s Announcement

8 8 Management Vision Statement Management Vision Statement To provide: • superior return to its investors • security to its employees • opportunity to its partners and vendors and • support to our host communities

9 9 Strategy Strategy • Provide superior development and management services to well-placed and successful Native American gaming operations • Acquire at reasonable multiples, and operate well-managed and successful local casinos • Look for greenfield opportunities in the local casino arena

10 10 Business Model Business Model Two areas of development: Development and Management Services: Indian and Other Gaming • Opportunity: Revenue and Earnings Growth • Challenge: Development Projects have long lead time Acquisition and Operation: Commercial Casinos • Opportunity: Quickly accretive to earnings Operations benefit from our experience • Challenge: Competition for good properties The mix of limited term management contracts and direct ownership spreads risk and allows continuing operations to fund development.

11 11 Board of Directors Board of Directors LEE A. IACOCCA -DIRECTOR since April, 1998. He founded EV Global Motors and is former Chief Executive Officer and Chairman of the Board of Directors of Chrysler Corporation. He is Chairman of the Iacocca Foundation and Chairman of the Committee for Corporate Support of Joslin Diabetes Foundation. Mr. Iacocca is also Chairman Emeritus of the Statue of Liberty Foundation. J. MICHAEL PAULSON- CHAIRMAN and he has been involved in the real estate development and investment business since 1986, as the Founder, Owner and President of Nevastar Investments Corp. and Construction Specialist of Nevada, Inc. Mr. Paulson has been a director, president and general manager of Gold River Resort and Casino, Inc. and Gold River Operating Corporation since 2000. WILLIAM P. McCOMAS- DIRECTOR since November, 1992. He has been President of McComas Properties, Inc.. Mr. McComas, and companies controlled by him, have developed several hotels and resorts. DR. CARL G. BRAUNLICH- DIRECTOR and an Associate Professor in the William F. Harrah College of Hotel Administration at University of Nevada, Las Vegas. He has been on the faculties of the hotel management programs at Cornell and Purdue Universities. He has held executive positions at several casinos. He has been a consultant to Wynn Las Vegas, Harrah’s Entertainment, Inc., Showboat Hotel, etc. He was on the Board of Directors of the National Council on Problem Gambling. MARK J. MILLER- DIRECTOR and has served as Executive Vice President and Chief Financial Officer of Aero Products International. Mr. Miller was Executive Vice President and Chief Financial Officer of American Skiing Company, owner and operator of seven well-known ski resorts. He was an Executive Vice President of Showboat, Inc. ANDRE M. HILLIOU, CHIEF EXECUTIVE OFFICER AND DIRECTOR. With over 25 years experience in the gaming industry, he was tapped to operate the Showboat Atlantic City, where he took the company from $30 million in net revenue to $130 million within two years. Andre was chosen as Showboat's senior manager for its Sydney Harbour Casino project. He has served as President and CEO of other gaming companies.

12 12 Strategy to Obtain Tribal Strategy to Obtain Tribal Management Contracts Management Contracts 1) Initial contacts with Tribes are based on referrals from lenders, contractors, 1) Initial contacts with Tribes are based on referrals from lenders, contractors, architects and others. architects and others. 2) A Letter of Intent is secured from the Tribe after making a presentation on the 2) A Letter of Intent is secured from the Tribe after making a presentation on the qualifications of Full House. qualifications of Full House. 3) An independent market study is performed to determine the viability of the project. 3) An independent market study is performed to determine the viability of the project. 4) Budgets, based on the market study, 4) Budgets, based on the market study, and architectural renderings are presented to the and architectural renderings are presented to the Tribal authority in a formal presentation to secure approval of Full House as the Tribal authority in a formal presentation to secure approval of Full House as the developer and manager. developer and manager. 5) 5) Lee Iacocca's involvement in the process includes the following: Lee Iacocca's involvement in the process includes the following: a) He is featured in the marketing brochures and promotional materials that are a) He is featured in the marketing brochures and promotional materials that are given to the Tribe given to the Tribe during the first during the first introductions. introductions. b) Mr. Iacocca b) Mr. Iacocca gives the opening and closing remarks (on video) in our formal gives the opening and closing remarks (on video) in our formal power point presentations. power point presentations. c) He has entertained tribal leaders in his home. c) He has entertained tribal leaders in his home. d) Occasionally he d) Occasionally he writes letters, writes letters, sends autographed copies of his books, and sends autographed copies of his books, and personally meets with tribal officials. personally meets with tribal officials.

13 13 Acquisition Strategy Acquisition Strategy Accretive to Earnings Strong Pattern of Revenue Growth Strong Management willing to remain Market Leader Strong Operational Base Expansion Opportunities Availability of operations for training Indian Casino Employees

14 14 Management Team Management Team Full House Resorts, Inc. Full House Resorts, Inc. Andre Hilliou - over 25 years gaming experience. Turn around experience. Senior positions with public companies. Opened and operated major casino developments in Atlantic City and Sydney Australia. Greg Violette - 14 years executive experience in Native American & commercial gaming development and operations including start-ups and a turn-around. Wes Elam - 27 years executive experience in every major aspect of casino operations and start-up. Has managed casinos from Atlantic City to Louisiana and Ontario, Canada and opened the premier facility in Australia, the Star City Casino. Jim Meier - CPA with a Master’s in Hotel Administration. Experienced in both property and corporate accounting of both public and private gaming companies. Jim Dacey – serves as the company's liaison to the tribal governments. He has extensive experience in project and contract management, customer relationship management, as well as implementation of the business process. Barth Aaron - Over 18 years experience as a gaming regulator and legal officer for public and private major gaming operators and equipment suppliers.

15 15 Team Accomplishments Team Accomplishments Increased annual earnings growth by improving current operations. Currently three projects in development anticipated to open in 2007 or early 2008. Recovery of $1 million from Torres Martinez tribe on project previously thought unrecoverable. Company in aggressive growth mode with marketing plan, web site and associated increase in historical stock price Successfully located a commercial casino in Fallon, Nevada to acquire at an EBITDA multiple within our guidelines. Increased stock price from $0.75 to over $3.00 Obtained listing on American Stock Exchange

16 16 Management Team Management Team Andre M. Hilliou President, CEO and Director Barth F. Aaron Secretary & General Counsel T. Wesley Elam VP Operations & Project Management James D. Meier CFO & Treasurer Greg Violette Executive VP of Development James P. Dacey VP Development Accounting Staff

17 17 Full House Resorts, Inc. AMEX:FLL Gaming Management Projects Developer/Manager Company Owned Gaming Projects Owner/ Operator Harrington Raceway’s Midway Slots, Harrington, DE Firekeepers Casino, Battle Creek, MI Nambe Casino, Santa Fe, NM Tongue River Casino, Decker, MT Stockman’s Casino, Fallon, NV Organizational Structure Organizational Structure

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21 21 Experienced Management Team Experienced Management Team Full House’s operating expertise and proven track record of financing, developing and managing gaming facilities, including overseeing significant expansion efforts will be invaluable to future projects Full House has successfully developed, financed and managed Midway Slots and Simulcast in Harrington, Delaware: Midway Slots and Simulcast Facility Opened with: Completed Expansions: Announced Expansion to include: 35,000 square feet 75,000 square feet Expand to 142,000 square feet 500 gaming devices 1,581 gaming devices 2,000 gaming devices Simulcast parlor 450 seat buffet Gourmet Restaurant Small buffet 50 seat diner Entertainment lounge areas

22 22 Firekeepers’ Firekeepers’ Casino, Michigan Casino, Michigan

24 24 Marketing the Firekeepers’ Marketing the Firekeepers’ Casino Financing Casino Financing Battle Creek, Michigan Battle Creek, Michigan City Center Population (1) Median Household Income (2) 1 Ann Arbor (Washtenaw County) 341,847 $51,990 2 Battle Creek (Calhoun County) 139,191 $38,918 3 Birmingham (Oakland County) 1,214,361 $61,907 4 Brighton (Livingston County) 181,517 $67,400 5 Grand Haven (Ottawa County) 255,406 $52,347 6 Grand Rapids (Kent County) 596,666 $45,980 7 Kalamazoo (Kalamazoo County) 240,536 $42,022 8 Lansing (Ingham County) 278,592 $40,774 9 Fort Wayne, IN (Allen County) 344,006 $42,671 (1)Source:U.S.Census Bureau, 2005 Estimates (2)Source:U.S.Census Bureau, 2000

25 25 Situation Overview Situation Overview Close Proximity to Chicago and Detroit in addition to other major Michigan metropolitan markets • Closest casino for over a million Michigan Residents • Diverse and strong local economy • Numerous attractions and strong visitation trends Proposed site is irreplaceable, and provides the Tribe with a competitive advantage vis-à-vis existing operators and possible new entrants • Assembling a comparable site in such a location likely to be extraordinarily challenging & time consuming • Size of site provides Tribe with significant development/growth pipeline • Excellent road access to all major highways, especially I-94 and I-69 The Tribe’s casino will be a major competitor to the existing Native American casino operators • Most other Native American casinos are located in the Northern part of the state • Generally dated facilities offering less than 2,000 gaming positions Given the superior location of the Project, the developmental potential of the site and the superior relative position of the Project, we believe the Company can develop a world class property.

26 26 Project Status Project Status CONTRUCTION BEGIN: 1Q-2Q/07 GRAND OPENING: 3Q/08 STATUS: 4Q 2006 3Q 2007 1Q-2Q 2007 Yes Expected Yes Yes Expected Expected MICHIGAN PROJECT FIREKEEPERS CASINO Compact Signed Land In Trust Financing Complete NIGC Approval Environmental Assessment Management Agreement

27 27 Industry Comparables Industry Comparables Greektown Motor City MGM Grand Detroit Blue Chip Casino Owner Sault Ste. Marie Tribe of Chippewa Indians Marian Bayoff Ilitch MGM Boyd Gaming Corporation Slots 2,422 2,463 2,840 2,171 Tables 80 88 72 54 Positions 2,902 2,991 3,272 2,495 Win Per Position Per Day, net $317 $395 $385 $322 Net Revenue($mm) $335.6 $432.2 $460.7 $293.4 Source: Michigan and Indiana Gaming Boards and www.casinocity.com Note: Michigan Calander Year 2005 Revenue; Indiana Fiscal Year 2006 Revenue

30 30 Project Status Project Status CONTRUCTION BEGIN: 1Q-2Q/2007 GRAND OPENING 4Q/2007 STATUS: Yes Yes Expected Yes Expected Expected 4Q 2006 1Q-2Q 2007 1Q-2Q 2007 Environmental Assessment NAMBE PROJECT SANTA FE, NEW MEXICO Compact Signed Land In Trust Management Agreement Financing Complete NIGC Approval

31 31 Industry Comparables Industry Comparables Casino Tribe/Pueblo Slots Tables Positions Win (1) Win per Day Cities of Gold (1) Pojoaque 717 12 801 18,248,007 $ 84.38 $ OhKay Casino Resort San Juan 690 5 725 26,993,695 $ 102.01 $ Big Rock Casino Santa Clara 350 7 399 18,739,488 $ 128.67 $ Camel Rock Casino Tesuque 674 7 723 30,526,799 $ 115.68 $ Source: New Mexico Gaming Control and www.casinocity.com (1) 3Q05 - 2Q06, except Pojoaque 4Q05-2Q06 Note: Pojoaque operate two facilities and report on a combined basis

34 34 Project Status Project Status CONTRUCTION BEGIN: 2Q/2007 GRAND OPENING 4Q/2007 STATUS: Yes Yes Expected Yes Expected Expected 4Q 2006 1Q-2Q 2007 2Q 2007 NORTHERN CHEYENNE PROJECT DECKER, MONTANA TONGUE RIVER CASINO Land In Trust Environmental Assessment Management Agreement Financing Complete NIGC Approval Compact Signed

35 35 Industry Comparables Industry Comparables County Jurisdiction Establishments Positions 2004 Gaming Tax Renenues Annual Gaming Revenue Annual Revenue/ Machine Win/Machine Big Horn County 3 20 $33,725 $224,833 $11,242 $31 Hardin 10 126 $466,138 $3,107,587 $24,663 $68 Yellowstone County 28 266 $713,298 $4,755,320 $17,877 $49 Billings 133 1955 $8,295,356 $55,302,373 $28,288 $78 Broadview 2 3 $1,695 $11,300 $3,767 $10 Laurel 10 150 $486,032 $3,240,213 $21,601 $59 Source: Montana Department of Justice, Gaming Control Division

36 36 Acquisition of Stockman’s Hotel and Casino Acquisition of Stockman’s Hotel and Casino

37 37 Acquisition: Stockman’s Casino Acquisition: Stockman’s Casino On April 6, 2006, FLL signed an agreement to acquire Stockman’s Casino and Holiday Inn Express in Fallon, Nevada. Closing expected on or before January 31, 2007 upon obtaining of regulatory approvals. Stockman’s Casino consists of Approximately 8,400 square feet of gaming space 280 slot machines 4 blackjack tables Keno game Only casino in town with a player’s club and rating system. Fine dining restaurant, 24-hour coffee shop and a bar. The Holiday Inn Express 98 guest rooms Indoor and outdoor swimming pools, sauna, fitness club Meeting room and business center. Of 7 non-restricted gaming licensees in Fallon, Stockman’s maintains 26% of the slot market and 35% of the total market revenue. (1) (1) Source: Nevada Gaming Control Board Monthly Reports

38 38 Acquisition Strategy Acquisition Strategy Accretive to Earnings Strong Pattern of Revenue Growth Strong Management willing to remain Market Leader Strong Operational Base Expansion Opportunities

39 39 Stockman’s Casino Stockman’s Casino

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41 41 Stockman’s Financial Summary Stockman’s Financial Summary 9-months 12-months 12-months Unaudited Audited Audited Sept 2006 2005 2004 Revenues 8,866,085 $ 11,256,964 $ 10,578,839 $ EBITDA - adjusted 3,516,746 $ 4,418,377 $ 4,223,892 $ EBITDA - adj. % 40% 39% 40% Note: Financial EBITDA is adjusted as outlined in purchase agreement.

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