Lakes Entertainment and Golden Gaming Announce MergerAgreement

MINNEAPOLIS--(BUSINESS WIRE)--Lakes Entertainment, Inc. (LACO) along with Sartini Gaming,Inc.

("Golden Gaming"), which usually owns and also operates Golden Gaming, LLC, announced

today that they possess entered directly into an Agreement as well as Program regarding Merger(the

"Merger Agreement"). Golden Gaming can become a leading owner and operator involving

dispersed gaming, taverns as well as casinos, just about all involving that are centered on the

Nevada neighborhood gaming market. From closing, Golden Gaming will combine together with

any wholly-owned subsidiary of Lakes Entertainment, Inc. ("Lakes") together with

Golden Gaming surviving as a wholly-owned subsidiary involving Lakes. Lakes

will stay publicly traded and stay renamed Golden Entertainment, Inc.

upon closing.

under your relation to your Merger Agreement, Lakes will be valued at $9.57 per

reveal (representing an approximate 37% premium to the closing share

value regarding Lakes typical stock in January 23, 2015), subject to working

money along with several other adjustments beneath the actual Merger Agreement. the

value of Golden Gaming under the Merger Agreement is planning to be decided by simply

multiplying 7.5 times Golden Gaming's trailing twelve-month consolidated

earnings before interest, taxes, depreciation and also amortization, less

debt along with subject to working capital and also various other adjustments. Based

upon existing September 30, 2015 financial estimates and also assumptions, the particular

legacy Golden Gaming shareholder would be issued 7,858,145 shares associated with

Lakes typical stock below the actual Merger Agreement, which will represent

approximately 35.7% with the total totally diluted post-merger shares regarding

Lakes widespread stock. Lakes' current shareholders (assuming the actual exercise

of outstanding alternatives to acquire Lakes widespread stock) would retain

approximately 64.3% with the total post-merger shares of Lakes common

stock.

Within addition, Lakes will seek to monetize non-core assets just before

closing. Lakes offered most regarding its fascination with Rock Ohio Ventures, LLC to a

unrelated alternative party pursuant into a Membership Curiosity purchase

Agreement, dated successful as involving January 25, 2015, among Lakes and DG

Ohio Ventures, LLC regarding $750,000. Additionally, Lakes shareholders (other

than the legacy Golden Gaming shareholder, except along with respect to be able to taxes)

will be entitled to any possible cash dividend associated to end up being able to any net proceeds

your mixed organization receives via monetizing Lakes' current note

receivable from your Jamul Indian Village, provided that the mixed

organization enters straight into a contract to monetize the note within three a lengthy time

after the merger closes, along with receives virtually any quantities due thereunder zero

later compared to three a long time following the Jamul casino opens.

Contemporaneous along with coming into in to the Merger Agreement, Lakes in inclusion has

amended and also restated its rights Agreement dated as involving December 12, 2013,

for you to preserve its capability to utilize approximately $89 million involving federal

net operating tax loss carryforwards by, amongst various other things, lowering

your voting securities ownership threshold of an acquiring person via

15% to 4.99%, along with making such various other changes which Lakes deemed essential

to effectuate the actual purposes in the rights Agreement throughout mild in the

transactions contemplated through the Merger Agreement.

Blake L. Sartini, currently Chief Executive Officer associated with Golden Gaming,

will be named the particular Chairman as well as Chief Executive Officer with the combined

business with closing. Lyle Berman, currently Chairman and also Chief Executive

Officer of Lakes, will continue as a board member of, and can signal a

three-year consulting agreement with, the mixed company. Tim Cope,

currently President and Chief Economic Officer regarding Lakes, may also

carry on as a board member of, and specialist to, the particular combined company.

"We tend to be excited for you to announce this transaction, and are thrilled in order to

companion together with Golden Gaming, that did an outstanding task regarding

building any premier diversified gaming organization inside the state regarding Nevada,"

mentioned Mr. Berman. "The mixture in our strong stability sheet as well as Rocky

Gap asset, along with Golden Gaming's casinos along with distributed gaming platform,

helps help make the combined business really special in the marketplace. Lakes' money

readily available will facilitate Golden Gaming's pursuit regarding growth opportunities

as well as the refinancing involving its debt. We think the actual mixed company will probably be

well positioned to flourish not only within Nevada, which provides probably your most stable

tax and also regulatory record in the country, but throughout addition directly into other

jurisdictions."

"We believe that transaction establishes a new truly diversified gaming

company, uniquely positioned to capitalize on the wide spectrum associated with

opportunities," extra Mr. Sartini. "Golden Gaming may end up being the marketplace leader

throughout dispersed gaming too as tavern operations all through Nevada,

and can be also well positioned together with our marketplace leading casino resorts throughoutNye

County. Since a result, this merger with Lakes provides the opportunity

expand our enterprise dramatically, both within along with outside of Nevada, together with

the actual support of the strong stability sheet, the Rocky Gap asset throughout Maryland

as well as an aggressive and also experienced management team."

Together, the particular combined company will function approximately 9,250 slot

machines along with video lottery terminals in Nevada along with Maryland across 4

casino properties, 48 taverns as well as over 600 route locations. Lakes as well as

Golden Gaming estimate in which on the mixed pro forma time frame 2015 annual

net revenues and also adjusted EBITDA is planning to be $348.1 million and $42.5

million, respectively, which includes $3.0 million regarding anticipated expense

synergies. Additionally, it actually is estimated which combined pro forma 2015

operating free money flow as well as pou-hacks.com adjusted net earnings will most likely be $33.7million

and $13.3 million, respectively, such as an entire 12 months of the

anticipated benefit of refinancing Lakes along with Golden Gaming indebtedness.

the merger can be anticipated to shut simply by year-end 2015 and is subject to always be able to

customary regulatory as well as other closing conditions getting satisfied,

including approval simply by Lakes' shareholders in the issuance in the Lakes

shares inside connection with all the merger.

Macquarie Richesse can be serving as Lakes' exclusive economic advisor.

Gray, Plant, Mooty, Mooty Bennett, P.A. is actually serving as legal counsel for you to

Lakes. Union Gaming Advisors, LLC will be serving as Golden Gaming's

financial advisor. Latham Watkins LLP can be serving as legal counsel to

Golden Gaming.

Conference Call

Lakes along with Golden Gaming management will carry out a new conference contact to

discuss the particular proposed transaction on Wednesday, January 28, 2015, at

12:00 p.m. Central Time. Interested get-togethers could participate within the call

through dialing 866-515-2910 along with going into participant passcode 93064412.

The Particular conference contact will probably be webcast stay through the actual Investor sectionof

Lakes' web site from www.lakesentertainment.com.

To End Up Being Able To listen to the live webcast please go towards the site at least 15

minutes early for you to register, download and also install virtually any required audio

software.

If you're not in a new position to listen live, the particular conference contact is likely to be archived

about the Investor area of the Lakes' site in www.lakesentertainment.com

and on Golden Gaming's website at www.ggilv.com.

In case you are doing not need Web access and would similar to to tune within to an audio

replay, call 888-286-8010 and key in conference call passcode 62599403.

The Actual conference contact archives and the audio replay is going to be available

starting from 1:00 p.m. Central Time, January 30, 2015 until 12:00 p.m.

Central Time, February 4, 2015.

Regarding Lakes Entertainment, Inc.

Lakes Entertainment, Inc. at present owns theparticular Rocky Gap Casino Resort

close to Cumberland, Maryland. for much moreinformation, please visitwww.lakesentertainment.com.

With Regards To Golden Gaming, LLC

Golden Gaming offers three distinct enterprise lines:(1) Golden Route

Operations ("GRO"), that is Nevada's largest slot route operator together with

more than 7,600 machines in approximately 600 places all through the

state. Originally founded throughout 1986 as Southwest Services, GRO is truly a

licensed, established neighborhood route operator regarding gaming devices for bars,

taverns, convenience as well as grocery stores; (2) Golden Casino Team

("GCG"), which in turn presently owns as well as operates 3 casinos: Pahrump Nugget

hotel Casino, Gold City Casino along with Lakeside Casino RV Park. GCG

employs greater than 500 team members, making it the actual largest employer within

Nye County; along with (3) PT's Entertainment Team ("PTEG"), that is Nevada's

largest tavern operator with 48 establishments. PTEG's Southern Nevada

holdings contain PT's, Sierra Gold and Sean Patrick's. PTEG operates

beneath 2 manufacturers in Northern Nevada: Sierra Gold as well as Sierra Junction.

for more information, please visit www.ggilv.com.

Forward-Looking Statements

Statements within this press launch include forward-looking statements

within the meaning with the Private Securities Litigation Reform Act associated with

1995. These forward-looking statements include, amongst others, statements

relating to your estimated value of Lakes along with Golden Gaming inside connection

with the merger; the actual amount regarding shares to become issued to the legacy Golden

Gaming shareholder below the particular Merger Agreement as well as the expected

post-closing shareholdings of legacy company and Golden Gaming

shareholders; the actual expected benefits of your potential mixture of Lakes

along with Golden Gaming as well as expectations about future business plans,

prospective performance (including estimated combined pro forma

financial performance with regard to 2015) and opportunities; your expected timing

in the conclusion with the transaction; your obtaining associated with needed

regulatory approvals as well as approval simply by Lakes' shareholders; your

monetization of non-core assets as well as the note receivable in the Jamul

Indian Village; as well as the capacity involving Lakes for you to utilize its NOLs to end up being ableto offset

future taxable income. These kinds of forward-looking statements could become

identified from the use involving phrases such as "expect," "anticipate,"

"believe," "estimate," "potential," "should", "will" or comparable phrases

intended to recognize details that's certainly not historical in nature. These kind of

forward-looking statements tend to be based on current expectations along with

assumptions regarding management involving Lakes along with Golden Gaming and consequentlyare subject to

risks, uncertainty and also modifications in circumstances that will could cause the particular

real events as well as leads to long term periods in order to differ materially via

the particular expectations of Lakes and also Golden Gaming and also those expressed as well as

implied by simply these forward-looking statements. the inclusion associated with such

statements really must not be regarded as any representation in which such plans,

estimates or perhaps anticipations will be achieved. These types of risks, uncertainties

and modifications in circumstances include (a) the actual possibility that the merger

will not close when expected as well as in all; (b) the actual capability and also timing in order to

obtain required regulatory approvals (including approval coming from gaming

regulators) along with Lakes' shareholder approval, and in addition to satisfy or perhaps waive

additional closing conditions, such as expiration with the waiting time period

below your Hart-Scott-Rodino Antitrust Improvements Act involving 1976, or even that

the actual events for the Merger Agreement could be inquired to modify aspects of

your transaction in order to achieve regulatory approval; (c) the particular occurrence involving

virtually any event, change or virtually any other circumstance that will could give rise for the

termination of the Merger Agreement or even could normally trigger the actual merger

in order to neglect to close; (d) the particular capability involving Lakes as well as Golden Gaming inorder to promptly

as well as effectively integrate his or her respective businesses; (e) the particular outcome

of just about any legal proceedings that will might become instituted throughout connection usingthe

transaction; (f) the particular receipt regarding an unsolicited provide coming from another party

to possess an alternative company transaction that will could interfere with most the

proposed merger; (g) Lakes' ability to monetize non-core assets just before

the actual closing with the transaction and in addition to monetize the actual Jamul Indian Village

note on terms that will generate net money proceeds for the company or perhaps from all;

(h) a likelihood to retain key employees involving Lakes and Golden Gaming; (i)

in which there might be a material adverse change affecting Lakes or Golden

Gaming, as well as the respective organizations involving Lakes or Golden Gaming might

suffer as being a consequence of uncertainty surrounding your transaction; (j) the actual

occurrence involving an "ownership change," as defined inside Section 382 in the

Internal Income Code; and also (k) the particular risk aspects disclosed inside Lakes'

filings with the Securities and Exchange Commission (the "SEC"),

including its Annual report upon Form 10-K, which usually has been filed about March 14,

2014. Forward-looking statements reflect Lakes' and also Golden Gaming's

management's analysis and also expectations simply as in the date of this press

release, and also neither Lakes nor Golden Gaming undertake in order to update or perhaps

revise these statements, regardless of whether created as well as oral, for you to reflect subsequent

developments, except as needed under the federal securities laws.

readers are generally cautioned not to location undue attachment to some of these

forward-looking statements.

additional Details and Exactly Where for you to Locate It

This particular press release may always be deemed to become solicitation material for that

shareholder vote along with respect towards the issuance associated with shares associated withLakes widespread

stock under the particular Merger Agreement. Inside link with most the Merger

Agreement, Lakes offers to file relevant supplies using the SEC,

which includes the preliminary proxy statement plus a definitive proxy

statement. The Actual definitive proxy statement will be mailed to the Lakes'

shareholders. This particular press release doesn't constitute the solicitation of

any vote as well as proxy coming from any kind of shareholder associated with Lakes. INVESTORSARE URGED TO

READ THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES

AVAILABLE AND ANY OTHER DOCUMENTS OR MATERIALS TO BE FILED WITH THE SEC

IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN

THE DEFINITIVE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT

INFORMATION ABOUT LAKES, GOLDEN GAMING AND THE PROPOSED MERGER. Investors

could obtain totally free replicates of the definitive proxy statement, along with other

relevant supplies along with documents filed with the SEC (when these people grow in order to be

available), with out charge, in the SEC's internet site with www.sec.gov.

in addition, investors may obtain totally free duplicates of the definitive proxy

statement, as well as other relevant supplies and also documents filed with most the SEC

by directing the published request for you to Investor Relations, Lakes

Entertainment, Inc., 130 Cheshire Lane, Suite #101, Minnetonka, MN

55305, as well as by accessing Lakes' site in www.lakesentertainment.com

below the particular heading "Investors" after which "SEC Filings."

Contributors in the Solicitation

Lakes, Golden Gaming in addition for you to their respective directors, executive officers

along with specific other members involving management as well as employees might be deemed tobecome able to

become "participants" in the solicitation associated with proxies coming from shareholdersassociated with

Lakes throughout link using the proposed transaction, which includes using

respect towards the issuance associated with shares associated with Lakes common stock beneaththe Merger

Agreement. information with regards to Lakes' directors and also executive officers is

for sale in Lakes' definitive proxy statement, dated July 23, 2014, with regard to

its 2014 annual meeting involving shareholders. Further info

regarding members within the proxy solicitation and a description of

their own passions within the proposed transaction will be contained within the

proxy statement that Lakes will file with the SEC inside link with almost all the

proposed transaction as well as other relevant documents or materials to become

filed with the SEC relating to your proposed transaction.

financial information and Non-GAAP Economic Measures

Almost All years represented on this presentation are usually fiscal many years unless

or else indicated. Lakes' fiscal yr is the 52 or 53 weeks ending the

Sunday nearest to December 31 with the specified year. Pertaining To example,

references towards the 2015 fiscal yr reference fiscal 12 months ending on

January 3, 2016. Golden Gaming's fiscal 12 months ends in December 31 of every

year. This press launch includes actual, projected as well as mixed

details using respect in order to Lakes and Golden Gaming. Details

relating for you to Golden Gaming as well as mixed information tend to be shown pertaining to

illustrative purposes just as well as do not really purport to be indicative associated with what

Lakes' or perhaps Golden Gaming's actual as well as mixed business, financial

situation or results associated with operations will be in the big event the transaction will be

consummated.

This kind of press launch contains particular monetary measures that usually tend to be not inside

accordance along with usually accepted accounting rules ("non-GAAP"). A New

"non-GAAP economic measure" can be defined as any numerical measure of a

company's financial performance that will excludes or even includes amounts consequently as

being diverse from the most straight comparable measure calculated along with

presented in respect together with generally accepted accounting ideas

("GAAP") in the statements involving income, stability sheets as well as statements regarding

cash flow with the company. These kinds of measures are usually offered as supplemental

disclosures because they will are widely utilized measures involving performance and

bases for valuation of companies in our industry. EBITDA can be thought as

net income just before curiosity expense, provision for earnings taxes as well as

depreciation along with amortization. Adjusted EBITDA adjusts EBITDA to be able to remove

the outcomes of one-time items such as pre-opening expenses,

impairments as well as other losses, gains and also losses in non-operating assets

as well as liabilities, discontinued operations along with transition expenses associated

in order to acquired operations. Utilizes regarding cash flows in which are not reflected inside

Adjusted EBITDA contain money expenditures, fascination payments, earnings

taxes, debt principal repayments, and particular regulatory gaming

assessments which can easily be significant. Operating Totally Free Money Flow

represents Adjusted EBITDA much less maintenance money expenditures, alter

in operating money and income taxes. Adjusted Net income represents net

income just before gain as well as loss through non-core assets and a total 12 months with the

estimated advantage associated with refinancing Lakes as well as Golden Gaming indebtedness.

Your pro forma presentations of those non-GAAP measures reflect existing

estimates with the combined results regarding Lakes along with Golden Gaming only. The Particular

disclosure associated with EBITDA, Adjusted EBITDA, Operating free Money Flow,

Adjusted Net income as well as other non-GAAP economic measures might not be

comparable for you to similarly titled measures reported by simply other companies.

EBITDA, Adjusted EBITDA, Operating Free Involving Charge cash Flow and also Adjusted Net

income ought to end up being able to be considered additionally to, and not like a substitute, as wellas

superior to, net income, operating income, cash flows, revenue, or other

measures of financial performance prepared in respect together with GAAP.