NorthStar Gaming Holdings Announces Agreement to Acquire Slapshot Media; Plans to Expand NorthStar Bets Brand Outside Ontario

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Toronto, Ontario–(Newsfile Corp. – April 25, 2023) – NorthStar Gaming Holdings Inc. (TSXV: BET) (the “Company“, “NorthStar” or “NGHI“) is pleased to announce it has entered into a definitive agreement (the “Transaction“) to acquire 100 percent of the issued and outstanding shares of Slapshot Media Inc. (“Slapshot“), a Canadian iGaming marketing and managed services company that specializes in providing managed services to Spreads.ca, an iGaming site owned and operated by the Abenaki Council of Wolinak. The goal of this strategic Transaction is to ultimately open up the Canadian market to the NorthStar brand outside Ontario, and materially expand the addressable market available to NorthStar via its relationship with Spreads.ca.

This strategic acquisition is highly complementary to NorthStar’s current online casino and sportsbook offerings. Spreads.ca is not and will not be made available in Ontario and NorthStar Bets will continue to be the only online casino and sports book offered by NorthStar in Ontario.

In February 2023, NorthStar and Playtech plc announced a partnership extension to include all of Canada with an aim to providing a cost effective, high margin model across new Canadian markets. This partnership also positions NorthStar to capitalize on any regulated iGaming markets in other provinces that arise in the future.

Under the terms of the Definitive Agreement, NorthStar is to acquire 100 percent of Slapshot’s issued and outstanding shares for C$1.8M, payable in 3,272,727 common shares of NorthStar at a deemed value equal to $0.55 per share. The purchase price for the Transaction is subject to customary, post-closing adjustments for working capital.

The vendors of Slapshot will also be entitled to a separate earn-out of up to C$500,000 based on revenue performance of Slapshot for the 12-month period following the closing, payable quarterly in NorthStar common shares with a deemed value per share equal to the greater of: (i) a 20-day volume weighted average price calculated at the end of each applicable quarter; and (ii) $0.45 per share.

“The acquisition of Slapshot expands our ability to enter new markets faster as we look to introduce NorthStar Bets to consumers across the country,” said Michael Moskowitz, Chief Executive Officer and founding partner, NorthStar. “We are hyper focused on growing the reach of NorthStar and this strategic acquisition and partnership further positions NorthStar for rapid growth into new markets within Canada.”

Completion of the Transaction is subject to customary closing conditions including, but not limited to, the approval of the TSX Venture Exchange (“TSX-V“). Closing of the transaction is anticipated on or before May 5, 2023. The Transaction is an arm’s length transaction for purposes of the policies of the TSXV and the Company expects that the Transaction will meet the criteria of an “Expedited Acquisition” pursuant to Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets of the TSXV’s Corporate Finance Manual

For more information on NorthStar Gaming and its current partners, please visit www.northstargaming.ca.

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.

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.

NorthStar Bets is regulated by the Alcohol and Gaming Commission of Ontario and operates in Ontario pursuant to an operating agreement with iGaming Ontario.

NEITHER TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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 NorthStar. Forward-looking statements include those relating to completion of the Transaction as proposed, NorthStar’s expansion to Canadian markets outside of Ontario, and obtaining TSXV consent for the Transaction. There is no assurance the Transaction will be completed as planned or at all. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Such factors include, among other things: NorthStar’s future results and information, including, among other things, its future operations; regulatory or political change such as changes in applicable laws and regulations; the ability to obtain and maintain required licenses; the online gaming industry being a heavily regulated industry; the complex and evolving regulatory environment for the online gaming industry; the success of online casino and online sports betting products is not guaranteed; changes in public perception of the online gaming industry; failure to retain or add customers; NorthStar having a limited operating history; negative cash flow from operations; operational risks; cybersecurity risks; the impact of the COVID-19 pandemic; reliance on management; reliance on third parties and third-party networks; 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; expectations concerning any remediation efforts to NorthStar’s design of its internal controls over financial reporting and disclosure controls and procedures; and the risks that NorthStar may terminate and not proceed with the Transaction, or that the Transaction will not be successfully completed for any reason (including failure to obtain the required acceptance from the TSXV). NorthStar 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 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
Ben.powell@northstargaming.ca