NorthStar Enters into $10 Million Subscription Agreement with Playtech

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Toronto, Ontario–(Newsfile Corp. – September 22, 2023) – NorthStar Gaming Holdings Inc. (TSXV: BET) (“NorthStar” or the “Company”) today announced that, further to its press release dated August 24, 2023, it has entered into a subscription agreement dated September 21, 2023 (the “Agreement”) with Playtech plc (“Playtech”), a global leader in gambling technology, and a supplier of software and services to, and an existing investor in, the Company, to purchase securities of the Company for an aggregate purchase price of $10 million. All dollar figures are quoted in Canadian dollars.

The Agreement provides for the issuance of (i) 28,571,428 units (the “Units”) at a price of $0.175 per Unit with each Unit comprised of one common share of the Company (a “Common Share”), and a half warrant to acquire Common Shares exercisable at $0.36 per full warrant and a further half warrant to acquire Common Shares exercisable at $0.40 per full warrant, in each case for a period of five years, and (ii) a three-year 8% unsecured convertible debenture (“Convertible Debenture”) in the aggregate principal amount of $5 million 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 into the rest of Canada, following the Slapshot acquisition, and for general working capital purposes. Closing of the proposed financing is expected to occur by the end of October 2023.

Closing of the Offering is conditional upon 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.

In addition, it is expected that members of the Company’s senior management and directors will, concurrently with the Offering, subscribe for up to 714,286 Units at a price of $0.175 per Unit for aggregate gross proceeds of up to $125,000, and a Convertible Debenture in the aggregate principal amount of up to $125,000 (the “Management Subscription“). The Company may also issue a further $250,000 in Units at a price of $0.175 per Unit and $250,000 aggregate principal amount in Convertible Debentures to arm’s length parties.

Each of the Offering and the Management Subscription are related party transactions as such term is defined in MI 61-101. The Offering and the Management Subscription are each exempt from the valuation requirements of MI 61-101 pursuant to Section 5.5(b) of MI 61-101, and the Management Subscription is exempt from the minority shareholder approval requirements in MI 61-101 pursuant to Section 5.7(b) of MI 61-101. However, the Offering is not exempt from the minority shareholder approval requirements of MI 61-101. NorthStar is seeking an exemption from the Ontario Securities Commission 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.

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 Spreads.ca 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, the Management Subscription and any additional subscriptions; and the closing of the Offering, the Management Subscription and any additional subscriptions, 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
Corey Goodman
Chief Development Officer
647-530-2387
Investorrelations@northstargaming.ca

Toronto, Ontario–(Newsfile Corp. – September 22, 2023) – NorthStar Gaming Holdings Inc. (TSXV: BET) (“NorthStar” or the “Company”) today announced that, further to its press release dated August 24, 2023, it has entered into a subscription agreement dated September 21, 2023 (the “Agreement”) with Playtech plc (“Playtech”), a global leader in gambling technology, and a supplier of software and services to, and an existing investor in, the Company, to purchase securities of the Company for an aggregate purchase price of $10 million. All dollar figures are quoted in Canadian dollars.

The Agreement provides for the issuance of (i) 28,571,428 units (the “Units”) at a price of $0.175 per Unit with each Unit comprised of one common share of the Company (a “Common Share”), and a half warrant to acquire Common Shares exercisable at $0.36 per full warrant and a further half warrant to acquire Common Shares exercisable at $0.40 per full warrant, in each case for a period of five years, and (ii) a three-year 8% unsecured convertible debenture (“Convertible Debenture”) in the aggregate principal amount of $5 million 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 into the rest of Canada, following the Slapshot acquisition, and for general working capital purposes. Closing of the proposed financing is expected to occur by the end of October 2023.

Closing of the Offering is conditional upon 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.

In addition, it is expected that members of the Company’s senior management and directors will, concurrently with the Offering, subscribe for up to 714,286 Units at a price of $0.175 per Unit for aggregate gross proceeds of up to $125,000, and a Convertible Debenture in the aggregate principal amount of up to $125,000 (the “Management Subscription“). The Company may also issue a further $250,000 in Units at a price of $0.175 per Unit and $250,000 aggregate principal amount in Convertible Debentures to arm’s length parties.

Each of the Offering and the Management Subscription are related party transactions as such term is defined in MI 61-101. The Offering and the Management Subscription are each exempt from the valuation requirements of MI 61-101 pursuant to Section 5.5(b) of MI 61-101, and the Management Subscription is exempt from the minority shareholder approval requirements in MI 61-101 pursuant to Section 5.7(b) of MI 61-101. However, the Offering is not exempt from the minority shareholder approval requirements of MI 61-101. NorthStar is seeking an exemption from the Ontario Securities Commission 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.

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 Spreads.ca 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, the Management Subscription and any additional subscriptions; and the closing of the Offering, the Management Subscription and any additional subscriptions, 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
Corey Goodman
Chief Development Officer
647-530-2387
Investorrelations@northstargaming.ca