Gamehost Agrees to $13.65-Per-Share Acquisition by Pure Casino Entertainment

Key Points

• Pure Casino Entertainment will acquire Gamehost shares at $13.65 cash, giving a near 17 per cent premium.
• Closing expected mid-2026 after approvals.
• Indigenous Gaming Partners expands, while VICI Properties takes real estate assets.

A definitive arrangement agreement commits Pure Casino Entertainment Limited Partnership to purchasing all Gamehost Inc. common shares. Pure’s subsidiary will pay shareholders $13.65 cash for each share they own. March 27, 2026 closing prices show the offer exceeds Gamehost’s $11.75 trading value by 16 per cent. The 20-day volume weighted average of $11.67 sits approximately 17 per cent below the proposed purchase price. Independent negotiations between the parties resulted in this comprehensive acquisition agreement. Alberta’s gaming and hospitality industries will consolidate through this combination of experienced operators.

Alberta’s Business Corporations Act provides the legal framework for completing this plan of arrangement. Shareholders, courts, and regulators must approve the transaction before the anticipated mid-2026 closing date. The Court of King’s Bench of Alberta will review the arrangement while gaming and competition authorities conduct their assessments. Pure eliminated financing conditions to demonstrate its commitment and financial capability. External funding approvals will not delay or prevent the transaction’s completion. A separate agreement allows VICI Properties Inc. to purchase certain real estate from Pure at closing. VICI and Pure will amend their triple-net master lease to include these additional properties.

Shareholder Approval and Governance

Multilateral Instrument 61-101 designates this transaction as a business combination with specific voting rules. The arrangement requires general shareholder approval plus a favourable “majority of the minority” vote. Voting shareholders must deliver two-thirds support at the special meeting for approval. Minority shareholders vote separately after excluding approximately 2,688,820 shares from the calculation. Insiders holding 41.3 per cent of outstanding shares signed voting agreements supporting the transaction. The excluded shares represent about 13.0 per cent of Gamehost’s total equity ownership. Non-solicitation clauses, fiduciary exceptions, and matching rights protect Pure’s interests in the agreement.

Gamehost pays $12 million if it pursues a superior proposal from another interested party. A $5 million expense reimbursement becomes due if shareholders reject the recommended transaction. Pure owes $12 million to Gamehost for certain failures to close the deal. Board members unanimously approved the agreement after receiving professional financial and legal guidance. The directors urge all shareholders to vote in favour of this transaction. A fairness opinion from Scotiabank validates the $13.65 per share consideration as financially appropriate. The opinion incorporates standard market assumptions and analytical limitations.

Company Profiles

Red Deer, Alberta houses Gamehost’s headquarters where the company oversees gaming and hospitality operations. Subsidiaries manage Great Northern Casino in Grande Prairie, Rivers Casino and Entertainment Centre in Fort McMurray, and Deerfoot Inn & Casino in Calgary. Additional assets include Service Plus Inns & Suites, Encore Suites in Grande Prairie, and a neighbouring investment property. Indigenous Gaming Partners Inc. was formed in 2024 and currently owns Pure Casino Entertainment. Partnership members include five Nova Scotia First Nations – Glooscap, Millbrook, Annapolis Valley, We’koqma’q L’nue’kati, and Paqtnkek Mi’kmaw Nation – plus Sonco Gaming Inc. Pure operates Alberta casinos in Edmonton, Yellowhead, Calgary, and Lethbridge through this partnership structure. Employment exceeds 1,200 people who serve millions of guests visiting these properties annually. The partnership prioritises expanding Indigenous ownership within Canada’s gaming sector.

President and CEO Darcy Will acknowledged Gamehost’s strong hospitality reputation and community partnerships. Will trusts Pure will preserve guest satisfaction levels and maintain positive employee relationships. Shareholders could vote against the proposal or Pure might lack sufficient funds at closing. Material adverse changes provide grounds for either party to abandon the agreement before completion. Shareholders receive no payment if the transaction terminates for any reason whatsoever. Current expectations about timing and completion appear in forward-looking statements throughout this announcement. Actual outcomes may vary considerably due to factors beyond management’s control or current knowledge.