Toronto, Ontario--(Newsfile Corp. - May 7, 2026) - NorthStar Gaming Holdings Inc. (TSXV: BET) (OTCQB: NSBBF) ("NorthStar" or the "Company") today announced that the Ontario Securities Commission (the "OSC") has issued a failure-to-file cease trade order (the "FFCTO") pursuant to National Policy 11-207 - Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions against the Company as a result of the Company's inability to file its (i) audited annual financial statements for the year ended December 31, 2025, (ii) management's discussion and analysis relating to the audited annual financial statements for the year ended December 31, 2025, and (iii) CEO and CFO certifications of the foregoing filings, as required by National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the "Required Filings"). The Company also announced that its independent auditor has informed the Company that, effective May 6, 2026, it is withdrawing its report (the "Audit Report"), dated May 14, 2025, on the Company's consolidated financial statements (the "Financial Statements") as at December 31, 2024, December 31, 2023 and January 1, 2023 and for the years ended December 31, 2024 and December 31, 2023. As a result, the Audit Report should no longer be relied upon.

The Company had applied for a Management Cease Trade Order ("MCTO") due to anticipated delays in its Required Filings. However, the application for an MCTO was declined by the OSC on the basis that the Company was unable to demonstrate to the OSC that the Required Filings would definitely be filed within 2 months.

The delay in the Required Filings is attributable to the Company's auditor stating that it requires additional time to complete certain audit procedures following its request for a new form of System and Organization Controls ("SOC") report from one of the Company's material technology vendors (the "Vendor"), together with the additional time required for the Vendor to prepare and deliver the new SOC report. In connection with this process, the auditor has informed the Company that its decision to withdraw the Audit Report is based on its view, which is not shared by the Company, that, in the absence of an assessment over the tools supporting player account management software, it is unable to place reliance on independent testing procedures or the Vendor's SOC report.

The Company firmly rejects the auditor's position and maintains that the Vendor's SOC report is reliable and confirms that appropriate processes and controls are in place to ensure data integrity. The Company further maintains that the Financial Statements continue to fairly present, in all material respects, the financial position and results of operations of the Company for the respective periods.

Notwithstanding the foregoing, the Company is working with the Vendor to address the matters raised by the auditor, including facilitating the preparation and delivery of the requested SOC report. Further updates, to the extent material, will be provided as they become available.

The FFCTO prohibits the trading by any person of all securities of the Company in each jurisdiction in Canada for so long as the FFCTO remains in effect. However, the FFCTO provides an exception for beneficial securityholders of the Company who are not currently (and who were not as of May 6, 2026) insiders or control persons of the Company and who sell securities of the Company acquired before May 6, 2026 if both of the following conditions are satisfied:

1. the sale is made through a "foreign organized regulated market", as defined in section 1.1 of the Universal Market Integrity Rules of the Canadian Investment Regulatory Organization, and

2. the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation.

The FFCTO will remain in effect until the Required Filings are filed. Provided that the Required Filings are made within 90 days of the date of the FFCTO, such filings would constitute an application to the OSC for revocation of the FFCTO, assuming remediation of matters related to the Audit Report has been completed at such time. The Company will issue a news release at such time as the Required Filings are completed and with respect to the status of the FFCTO, as and when appropriate.

In light of the FFCTO, the delay in the Required Filings, and the withdrawal of the Audit Report, the Company has determined to postpone its annual general and special meeting of shareholders previously scheduled for May 25, 2026. The Company will issue a notice of meeting and announce a new meeting date once determined, which is expected to occur following remediation of matters related to the Audit Report, filing of the Required Filings and refiling of the Financial Statements, as may be amended or restated, and the revocation of the FFCTO.

About NorthStar

NorthStar proudly owns and operates NorthStar Bets, a Canadian-born casino and sportsbook platform that delivers a premium, distinctly local gaming experience. Designed with high-stakes players in mind, NorthStar Bets Casino offers a curated selection of the most popular games, ensuring an elevated user experience. Our sportsbook stands out with its exclusive Sports Insights feature, seamlessly integrating betting guidance, stats, and scores, all tailored to meet the expectations of a premium audience.

As a Canadian company, NorthStar is uniquely positioned to cater to customers who seek a high-quality product and an exceptional level of personalized service, setting a new standard in the industry. NorthStar is committed to operating at the highest level of responsible gaming standards.

NorthStar is listed in Canada on the TSX Venture Exchange ("TSXV") under the symbol "BET" and in the United States on the OTCQB under the symbol "NSBBF". For more information on the Company, please visit: www.northstargaming.ca.

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 press release 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: expected timing of filing of the Required Filings, revocation of the FFCTO, remediation of matters related to the Audit Report and associated refiling of the Financial Statements, as may be amended or restated, and the expectation that the Company will announce a new date for its annual general and special meeting of shareholders. 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, including, but not limited to, the expected timing of the completion of the Company's auditor's procedures with respect to the Required Filings, the expected timing of filing of the Required Filings, revocation of the FFCTO, remediation of matters related to the Audit Report and associated refiling of the Financial Statements, as may be amended or restated, 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: the Company's ability to operate as a going concern, risks related to the Company's business and financial position, including, but not limited to, compliance with debt-related covenants; risks associated with general economic conditions; the effect of capital market conditions and other factors on capital availability, adverse industry risks; future legislative and regulatory developments; the ability of the Company to implement its business strategies, including, but not limited to, its cost reduction and operating initiatives; and those factors discussed in greater detail under the "Risks and Uncertainties" section in the Company's Management's Discussion and Analysis dated November 27, 2025, 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/296433

Source: NorthStar Gaming Holdings Inc.