NorthStar Gaming Announces Strategic Investment from Playtech to Fuel Expansion and Growth Across the Canadian Market

• Investment of C$12.25 Million completes concurrent fundraising in connection with RTO, resulting in aggregate gross proceeds of C$22.33 Million
• Playtech to act as a strategic investor and advisor to the Ontario-based online casino and sportsbook operator
• NorthStar Gaming is in the process of completing its application to become publicly traded on the TSX Venture Exchange

TORONTO, Feb. 13, 2023 /CNW/ - NorthStar Gaming Inc. ("NSG" or "NorthStar" or the "Company") has completed a strategic investment by Playtech plc ("Playtech") pursuant to which Playtech has invested C$12.25 million into NSG by way of a Convertible Debenture ("Debenture"). The investment completes the concurrent financing in connection with the Company's reverse take over (the "RTO") of Baden Resources Inc. ("Baden"). NSG expects to complete the RTO and once the application process is completed, NSG will begin trading on the TSX Venture Exchange.

Playtech investment is latest fundraising completed by NorthStar

In connection with the completion of the RTO, the Debenture will convert into units of NSG consisting of one common share, one half warrant with an exercise price of C$0.85 and one half warrant with an exercise price of C$0.90, with each C$0.50 of outstanding principal amount of the Debenture being converted into one unit. The NSG warrants will have a term of five years from the date of the conversion of the Debenture. The NSG common shares received by Playtech on conversion will be exchanged for Baden common shares in connection with the RTO on the same terms as all other NSG common shares. Replacement warrants of Baden on substantially similar terms as the NSG warrants will also be issued to Playtech in connection with the RTO.

The Company previously announced the issuance of 10,150,000 subscription receipts (the "Subscription Receipts") at a price of C$0.50 per Subscription Receipt for gross proceeds of C$5,075,000. This is in addition to the previously announced subscription by Torstar Corporation of 50,000 preferred shares in NorthStar for gross proceeds of C$5,000,000 (the "Torstar Investment").

Inclusive of the Convertible Debenture, the Subscription Receipts, and the Torstar Investment, NorthStar has raised gross proceeds of C$22,325,000 in connection with the RTO.

Amendment to Software and Services Agreement

In connection with the Playtech investment, the Company has entered into a comprehensive amendment to its Software and Services Agreement with Playtech (the "Amendment"). The Amendment significantly expands the partnership between NorthStar and Playtech, and includes a 10-year extension to the agreement, the right to expand the agreement across the entire Canadian marketplace, and changes to certain commercial terms.

Establishment of Strategic Partnership

Further, Playtech will provide strategic advice to the Ontario-based online casino and sportsbook operator, notably online operations, managed services and market expansion. Playtech has offices in 20 countries around the globe and currently provides NorthStar with a suite of technology solutions, including Playtech's IMS Platform, Casino and Live Casino software that power the NorthStar Bets platform.

"Playtech's unparalleled expertise in the gaming industry will help NorthStar accelerate our growth and rapidly expand our user base," said Michael Moskowitz, Chief Executive Officer and a founding partner, NorthStar Gaming. "With the additional investment, we look forward to expanding our market share across Ontario and further enhancing our premium, content-driven experience for consumers."

Capital raised from Playtech's investment and the expanded partnership with Playtech will support growth of NorthStar's footprint across Ontario and future Canadian markets. The capital will allow NorthStar to invest in new technological innovations for the NorthStar Bets gaming platform while also reaching new audiences through marketing campaigns.

"We are excited to deepen our partnership with NorthStar and become the market-leading online gaming platform in Canada," said Mor Weizer, Chief Executive Officer, Playtech. "As a key partner of NorthStar in their early stages, we understand and were impressed by NorthStar's unique business model and product offering and are excited to further expand our partnership."

As part of the agreement, Chris McGinnis, Playtech's CFO, will join the Board of Directors of NorthStar as a Non-Executive Director, acting as Playtech's representative.

Full details of the agreement 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 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. 

About Playtech
Founded in 1999 and premium listed on the Main Market of the London Stock Exchange, Playtech is a technology leader in the gambling industry with over 7,000 employees across 20 countries.

Playtech is the gambling industry's leading technology company delivering business intelligence driven gambling software, services, content and platform technology across the industry's most popular product verticals, including, casino, live casino, sports betting, virtual sports, bingo and poker. It is the pioneer of omni-channel gambling technology through its integrated platform technology, Playtech ONE. Playtech ONE delivers data driven marketing expertise, single wallet functionality, CRM and responsible gambling solutions across one single platform across product verticals and across retail and online.

Playtech partners with and invests in the leading brands in regulated and newly regulated markets to deliver its data driven gambling technology across the retail and online value chain. Playtech provides its technology on a B2B basis to the industry's leading retail and online operators, land-based casino groups and government sponsored entities such as lotteries. Playtech directly owns and operates Snaitech, the leading sports betting and gaming company in online and retail in Italy.

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, the timing of completion of the RTO and listing of the resulting entity on the TSX Venture Exchange, 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.

SOURCE NorthStar Gaming Inc.

NorthStar Gaming, Ben Powell, [email protected]; Playtech plc, Sandeep Gandhi, [email protected]