3.APEX ACQUISITION

In June 2016, the Company’s subsidiary, CCE, entered into an agreement to acquire 100% of the issued and outstanding shares and related land of Game Plan Developments Ltd., Casino St. Albert Inc., Action ATM Inc. and MVP Sports Bar Ltd., collectively operating the Apex Casino (“Apex”) in St. Albert, Edmonton, Canada (the “Apex Acquisition”). Apex is a 34,500 square foot casino facility located on approximately seven acres of land. The casino facility includes 382 slot machines, 11 live table games, a restaurant, a bar, a lounge and a banquet facility that can accommodate up to 175 guests.

The Apex Acquisition, which is expected to close in the fourth quarter of 2016, is subject to, among other things, the Company’s obtaining financing for the acquisition and customary closing conditions, including the receipt of necessary regulatory and governmental approvals, as well as the completion of due diligence by the Company. The total consideration for the Apex Acquisition is CAD 29.9 million subject to adjustment for the closing date working capital of Apex. Payments for the Apex Acquisition include the following:

A CAD 0.6 million deposit ($0.5 million based on the exchange rate in effect on June 30, 2016), which was paid in two equal parts on April 25, 2016 and June 29, 2016 and was reported as deposits and other on the Company’s condensed consolidated balance sheet as of June 30, 2016.

CAD 29.3 million, which will be paid at closing.

The working capital of Apex will be held in an escrow account until completion of the closing working capital statement.