NorthStar Announces a Proposed Financing of at Least $10 Million

Toronto, Ontario–(Newsfile Corp. – August 24, 2023) – NorthStar Gaming Holdings Inc. (TSXV: BET) (“NorthStar” or the “Company”) today announced a proposed financing of at least $10 million pursuant to a private placement. All dollar figures are quoted in Canadian dollars.

Closing of the proposed financing is expected to occur by September 30, 2023. NorthStar intends to raise (i) at least $5.0 million through an issuance of units at a price of $0.175 per unit (each unit comprising one common share, and a half warrant to acquire Company common shares exercisable at $0.36 per full warrant and a further half warrant to acquire Company common shares exercisable at $0.40 per full warrant, in each case for a period of five years), and (ii) at least a further $5.0 million by way of a three-year 8% unsecured convertible debenture (“Convertible Debenture”) converting into common shares at $0.20 per share with interest payable-in-kind (the “Offering”). Proceeds from the Offering will be utilized to fund NorthStar’s expansion post the Slapshot acquisition and for general working capital purposes.

Closing is conditional upon finalizing all contractual documentation and receipt of all applicable regulatory approvals, including the approval of the TSX Venture Exchange (“TSXV”), shareholder approval pursuant to MI 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and the policies of the TSXV, and satisfaction of other closing conditions. Playtech, a global leader in gambling technology, and a supplier of software and services to, and an existing investor in, the Company, intends to participate by investing $5.0 million in the unit offering and a further $5.0 million in the Convertible Debenture. In addition, members of the Company’s senior management team intend to participate in the unit offering. Playtech’s and management’s participation in the Offering will be related party transactions as such term is defined in MI 61-101. The Offering is exempt from the valuation requirements of MI 61-101 pursuant to Section 5.5(b) of MI 61-101, but not from the minority shareholder approval requirements of MI 61-101. NorthStar will be seeking a waiver from its principal securities regulator and the TSXV from the requirement to hold a shareholders’ meeting to approve the Offering and instead obtain written approval from holders of a majority of the common shares (excluding Playtech and management) in accordance with Section 9.1 of MI 61-101 and the policies of the TSXV. If the exemptions are not granted, a shareholders’ meeting will be called and closing of the Offering may be delayed.

“The strengthening of our balance sheet will support the continued growth of the NorthStar Bets brand,” said Michael Moskowitz, Chair and CEO of NorthStar. “We are very excited about our expansion outside of Ontario starting this fall, made possible by the Slapshot Media acquisition we completed in the second quarter and the Offering.”

About NorthStar

NorthStar proudly owns and operates NorthStar Bets, a made-in-Ontario casino and sportsbook gaming platform that provides players with a uniquely local, premier user experience. The NorthStar Bets sportsbook provides real-time news, stats, analysis and scores directly in the betting environment along with the most popular online casino games. NorthStar also provides managed services to an iGaming site owned and operated by the Abenaki Council of Wolinak.

A Canadian company, NorthStar is uniquely positioned to become a convergence leader in the intersection of sports media and sports wagering thanks to its partnerships and agreements with leading media companies. NorthStar is committed to operating at the highest level of responsible gaming standards.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Cautionary Note Regarding Forward-Looking Information and Statements

This communication contains “forward-looking information” within the meaning of applicable securities laws in Canada (“forward-looking statements”), including without limitation, statements with respect to the following: financial guidance for 2023; expected performance of the Company’s business; expansion into new markets and future growth opportunities and expected benefits of transactions; the Offering, including Playtech’s and management’s anticipated subscriptions in connection therewith; the closing of the Offering, including the receipt of all required regulatory and shareholder approvals, as well as any shareholders meeting relating thereto. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future and allowing readers to get a better understanding of the Company’s anticipated financial position, results of operations, and operating environment. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such factors include, among others, the following: risks related to the Company’s business and financial position; risks associated with general economic conditions; adverse industry risks; future legislative and regulatory developments; and the ability of the Company to implement its business strategies. NorthStar believes the expectations reflected in such forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. Information contained in forward-looking statements in this communication are provided as of the date hereof and NorthStar disclaims any obligation to update any forward-looking statements, whether as a result of new information or future events or results, except to the extent required by applicable securities laws.

For further information:
NorthStar Gaming
Ben Powell
VP Corporate Development