Northstar Gaming Announces Reverse Takeover with CSE Listed Company

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TORONTO, ONTARIO – June 30, 2022 – NorthStar Gaming Inc.(“NorthStar” or the “Company”), is an online gaming operator registered by the Alcohol and Gaming Commission of Ontario (AGCO), announced today that it has entered into an agreement with Canadian Stock Exchange (CSE) listed company Baden Resources Inc. (CSE:BDN) to complete a reverse takeover transaction that would see NorthStar become a Technology Issuer on the exchange, subject to regulatory approval. Following completion of the Proposed Transaction, the resulting company (the “Resulting Issuer“) will operate the business of NorthStar.

In accordance with the terms of Business Combination Agreement, the parties will complete a three cornered amalgamation whereby NorthStar will amalgamate with a wholly owned subsidiary of Baden and the resulting amalgamated company will be a wholly owned subsidiary of Baden (the “Amalgamation“). NorthStar currently has voting and non-voting common shares (the “NorthStar Common Shares“) and preferred shares (the “NorthStar Preferred Shares“) outstanding. Prior to the Amalgamation, it is anticipated that all of the outstanding NorthStar Common Shares will be subdivided on a 1 (one) for 736.68 basis (the “NorthStar Share Split“). Pursuant to the Amalgamation, all NorthStar Common Shares outstanding following the NorthStar Share Split (the “Post-Split NorthStar Common Shares“) will be exchanged for common shares of Baden on a one-for-one basis, post-Consolidation (as defined below) and the NorthStar Preferred Shares will be exchanged on a one-for-one basis for preferred shares of Baden. In addition, all of the outstanding convertible securities of NorthStar will, in accordance with their terms, cease to represent a right to acquire Post-Split NorthStar Common Shares and will instead provide the right to acquire Baden common shares on a one-for-one basis post-Consolidation and on the same economic terms and conditions.

It is a condition to completion of the Proposed Transaction that Baden complete a consolidation  of its outstanding common shares on a 3.333333:1 basis (the “Consolidation“) and that NorthStar complete an offering of up to 30,000,000 subscription receipts (the “Subscription Receipts“) at a price of $0.50 per Subscription Receipt or up to 34,500,000 Subscription Receipts if the agent’s over-allotment option is exercised (the “Concurrent Offering“)  Immediately prior to completion of the Proposed Transaction, the Subscription Receipts will convert into Post-Split NorthStar Common Shares which will then be exchanged for Baden common shares on a post-Consolidation basis pursuant to the Amalgamation. Upon completion of the Proposed Transaction it is anticipated that existing shareholders of Baden will hold approximately 2.9% of the outstanding common shares of the Resulting Issuer on an undiluted basis and assuming the agent’s over-allotment option is not exercised.

Completion of the Proposed Transaction remains subject to a number of conditions, including completion of satisfactory due diligence by both parties, the receipt of any required regulatory approvals and completion of the Concurrent Offering. It is a condition to completion of the Proposed Transaction that Baden delist from the CSE and the Resulting Issuer obtain conditional approval to list on the TSX Venture Exchange.

It is anticipated that Baden will call a shareholder meeting to approve, among other things, certain amendments to its constating documents necessary to complete the Proposed Transaction. Additional details will be provided in due course.

Full details about the Resulting Issuer, including financial information and details on the management and directors, will be included in the disclosure document prepared in connection with the application to list on the TSX Venture Exchange and will be available for review under Baden’s profile at www.sedar.com.

About NorthStar Gaming

NorthStar Gaming 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.

A Canadian company, NorthStar Gaming 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 Gaming is committed to operating at the highest level of responsible gaming standards and to ensuring local players’ entertainment dollars stay in the province of Ontario and other regulated jurisdictions as they develop.

Forward-Looking Information

This communication contains “forward-looking information” within the meaning of applicable securities laws in Canada. Forward-looking information may relate to future events or future performance of NSG. All statements in this communication, other than statements of historical facts, with respect to NSG’s objectives and goals, as well as statements with respect to its beliefs, plans, objectives, expectations, anticipations, estimates, and intentions, are forward-looking information. Specific forward-looking statements in this communication include, but are not limited to: expectations regarding certain of NSG’s future results and information, including, among other things, revenue, expenses, revenue growth, capital expenditures, and operations; risk factors relating to national or international economies (including the impact of COVID-19), and other risks present in the jurisdictions in which NSG, its customers, its partners, and; statements with respect to expected use of cash balances; continuation of prudent management of working capital; source of funds for ongoing business requirements and capital investments; expectations regarding sufficiency of the allowance for uncollectible accounts; analysis regarding sensitivity of the business to changes in exchange rates; impact of recently adopted accounting pronouncements; risk factors relating to intellectual property protection and intellectual property litigation; and, expectations concerning any remediation efforts to NSG’s design of its internal controls over financial reporting and disclosure controls and procedures. Often, but not always, forward-looking information 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 information. NSG believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this discussion and analysis should not be unduly relied upon. Information contained in forward-looking statements in this communication is provided as of the date hereof and NSG 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.

INVESTOR CONTACT:

Ali Mahdavi
Capital Markets & Investor Relations
AM@spinnakercmi.com