NorthStar Obtains Regulatory Approval to Proceed with Proposed Financing

Toronto, Ontario--(Newsfile Corp. - October 27, 2023) - NorthStar Gaming Holdings Inc. (TSXV: BET) ("NorthStar" or the "Company") today announced that it has received a decision from the Ontario Securities Commission ("OSC") to permit the Company to obtain shareholder approval for its proposed $10.3 million private placement financing with Playtech plc and certain insiders of the Company (the "Transaction") by way of written consent.

As previously disclosed, closing of the Transaction requires shareholder approval pursuant to MI 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") due to the participation of Playtech, an existing investor in the Company, as well as members of the Company's senior management team. With the waiver obtained from the OSC, the Company is exempt from the requirement to hold a shareholders' meeting to approve the Transaction and will instead seek to obtain written approval from holders of a majority of the common shares (excluding Playtech and management) in accordance with the OSC's decision.

The Company anticipates closing of the Transaction will occur prior to the end of October 2023.

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 closing of the Transaction, including the receipt of shareholder approvals. 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
Ben Powell
647 532 3948
investorrelations@northstargaming.ca

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