NorthStar Gaming Holdings Inc. (TSXV: BET) (OTCQB: NSBBF) (‘NorthStar’ or the ‘Company’) today announces that (i) NorthStar Gaming (Ontario) Inc., a wholly owned subsidiary of the Company (‘NorthStar Ontario’), has extended its strategic partnership with Playtech Software Limited (‘Playtech Software’) through the renewal of their previously announced strategic marketing agreement and ii) Playtech plc has advanced $3 million of short-term financing to the Company. All figures are quoted in Canadian dollars.
NorthStar Ontario and Playtech Software have extended the marketing agreement implemented last year to accelerate NorthStar Ontario’s player acquisition strategy in Ontario. The initial agreement, announced by the Company on June 23, 2023, resulted in a total contribution of services from Playtech Software valued at $4 million and was a significant driver of NorthStar Ontario’s growth in 2023. Under the renewal announced today, Playtech Software will provide similar marketing services in Ontario, valued at up to $4 million, through to October 31, 2024. Playtech Software will be reimbursed and compensated through a share of revenue from the income generated in connection with the marketing initiatives to which it contributes.
Separately, the Company has issued a $3 million unsecured, interest-bearing promissory note dated as of April 25, 2024 (the ‘Note’) to Playtech plc. The Note shall bear interest of 8% per annum, payable in arrears at maturity. Unless otherwise accelerated pursuant to its terms, the Note will become immediately due and payable on the earlier of (i) the date which is 12 months from April 25, 2024; and (ii) the date on which the Company or any of its subsidiaries completes additional financing transactions with aggregate gross proceeds of at least $10 million, subject to certain exceptions. Proceeds from the Note will be used to fund the Company’s continued growth and for general corporate purposes.
‘We are very pleased to continue to strengthen our relationship with Playtech, one of the world’s leading gambling technology companies,’ said Michael Moskowitz, Chair and CEO of NorthStar. ‘Their ongoing support has been instrumental in helping us to acquire new customers, provide a premium online gaming experience, and fund the expansion of our brand in Ontario and across Canada.’
The issuance of the Note constitutes a ‘related party transaction’ within the meaning of TSX Venture Exchange (‘TSXV’) Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (‘MI 61-101’), as Playtech plc or its affiliates have control or direction over securities of the Company carrying more than 10% of the voting rights attached to the Company’s outstanding voting securities. In respect of such ‘related party transaction’, the Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a), 5.5(b), 5.7(1)(a) and 5.7(1)(f) of MI 61-101. A material change report was not filed by the Company at least 21 days before the closing of the Note offering, as the Company was required to sign and close expeditiously. In the view of the Company, this approach is reasonable in the circumstances. The Note offering was approved by all of the independent directors of the Company.
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’s subsidiary, Slapshot Media Inc., provides managed services to Northstarbets.com, 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 TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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: the expected benefits of the Company’s renewed marketing agreement with Playtech including the performance of Playtech and the Company’s respective obligations thereunder, the ability of the Company to acquire customers in Ontario, the expected benefits of the Note and use of proceeds, and the ability of the Company to perform its obligations under the Note. The foregoing are provided for the purpose of presenting information about management’s current expectations and plans relating to the future and allowing investors and others 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. This forward-looking information is based on management’s opinions, estimates and assumptions that, while considered by NorthStar to be appropriate and reasonable as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information. 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; the ability of the Company to implement its business strategies; and those factors discussed in greater detail under the ‘Risk Factors’ section of the Company’s most recent annual information form, which is available under NorthStar’s profile on SEDAR+ at www.sedarplus.ca. Many of these risks are beyond the Company’s control.
If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking statements. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in the forward-looking statements, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents NorthStar’s expectations as of the date specified herein, and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.
For further information:
Company Contact:
Corey Goodman
Chief Development Officer
647-530-2387
investorrelations@northstargaming.ca
Investor Relations:
RB Milestone Group LLC (RBMG)
Northstar@rbmilestone.com
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