An anonymous director reports

EVERGREEN GAMING CORPORATION ANNOUNCES SECOND AMENDMENT TO ARRANGEMENT AGREEMENT WITH MAVERICK GAMING LLC

Evergreen Gaming Corp. has entered into a second amending agreement dated Dec. 6, 2022, to the previously announced arrangement agreement between the company, Maverick Gaming LLC, Maverick Acquisition Canada ULC (Acquisitionco) and Len Libin in his capacity as shareholder representative, dated Sept. 8, 2022, and the plan of arrangement contemplated thereunder, as amended by an amending agreement dated Nov. 30, 2022. Under the first amended arrangement agreement, as amended by the new amending agreement, Acquisitionco will acquire all of the outstanding common shares of Evergreen at a price of 63 U.S. cents per share, subject to adjustment as set out in the first amended arrangement agreement, as summarized in the news release of the company dated Nov. 30, 2022, by way of a statutory plan of arrangement under Section 288 of the Business Corporations Act (British Columbia). In all other material respects, the transaction contemplated in the second amended arrangement agreement is the same as the transaction contemplated in the first amended arrangement agreement. The new amending agreement will be filed on SEDAR.

Evergreen special meeting and application for final order

Shareholders are reminded that a special meeting of company shareholders, originally scheduled for Nov. 24, 2022, and postponed, is scheduled for Dec. 8, 2022, to consider and, if thought fit, to approve the arrangement resolution, as defined in the Maverick agreement, with respect to the arrangement under Section 288 of the Business Corporations Act (British Columbia) contemplated in the second amended arrangement agreement. In that regard, the board again reaffirms the company board recommendation and unanimously recommends that shareholders vote in favour of the arrangement resolution.

The meeting will be held at 2 p.m. local time at the offices of Miller Titerle Law Corp., 300, 638 Smithe St., Vancouver, B.C., V6B 1E3. The record date for the determination of shareholders entitled to receive notice of and vote at the meeting, and any adjournment or postponement of the meeting, remains the close of business (Pacific Daylight Time) on Oct. 21, 2022.

Subject to the company receiving the required shareholder approval of the arrangement resolution at the meeting, the hearing in respect of the final order (as defined in the notice of special meeting of shareholders and management proxy circular of the company dated Oct. 21, 2022, is now proposed to take place on Dec. 14, 2022, in the court at 800 Smithe St., Vancouver, B.C., at 9:45 a.m. Pacific Standard Time. Any shareholder of the company or other person who wishes to appear, or to be represented, and to present evidence or arguments must serve and file a response to petition, substantially in the form of Form 67 of the rules of court as set out in the notice of hearing of petition for final order, a copy of which was attached as Appendix E to the circular, together with any evidence or material on which such shareholder or interested party intends to rely at the hearing, as provided in the interim order, a copy of which was attached as Appendix D to the circular, and satisfy any other requirements of the court, by or before 4 p.m. Pacific Standard Time on the date that is two business days prior to the date of the hearing of the application for the final order.

About Evergreen Gaming Corp.

The company is in the business of overseeing the gaming operations of its principal U.S. subsidiary, Washington Gaming Inc. (WGI). WGI, through its subsidiary corporations, operates four casinos in Washington State: the Riverside Casino in Tukwila, Goldies Casino in Shoreline, and the Chips and Palace casinos in Lakewood. The casinos are mini-casinos (or house-banked card rooms), which offer to persons of legal age a variety of card games of chance, at which the player may win or lose money, a business commonly referred to as gaming. WGI also operates bars and restaurants in each casino.

About Maverick Gaming LLC

Maverick is a gaming company with over 3,000 dedicated team members. Maverick owns and operates a portfolio of 27 properties across Nevada, Washington and Colorado with over 1,800 slot machines, 350 table games, 1,020 hotel rooms and 30 restaurants. Maverick is a proud employer of Teamsters Local 117 workers at its Washington locations as part of its commitment to providing sustainable, family wage jobs. Founded in 2017 by industry veterans Eric Persson and Justin Beltram, Maverick takes a bold approach to a classic pastime. With an all-star leadership team from some of the largest gaming brands spanning markets the world over, Maverick is dedicated to delivering the best possible gaming experiences for every kind of player.

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