Mr. Michael Moskowitz reports

NORTHSTAR ANNOUNCES A PROPOSED FINANCING OF AT LEAST $10 MILLION

Northstar Gaming Holdings Inc. has proposed a financing of at least $10-million pursuant to a private placement. All dollar figures are quoted in Canadian dollars.

Closing of the proposed financing is expected to occur by Sept. 30, 2023. Northstar intends to raise (i) at least $5.0-million through an issuance of units at a price of 17.5 cents per unit (each unit comprising one common share, and a half warrant to acquire company common shares exercisable at 36 cents per full warrant and a further half warrant to acquire company common shares exercisable at 40 cents per full warrant, in each case for a period of five years), and (ii) at least a further $5.0-million by way of a three-year 8-per-cent unsecured convertible debenture converting into common shares at 20 cents per share with interest payable-in-kind. Proceeds from the offering will be utilized to finance Northstar's expansion post the Slapshot acquisition and for general working capital purposes.

Closing is conditional upon finalizing all contractual documentation and receipt of all applicable regulatory approvals, including the approval of the TSX Venture Exchange, shareholder approval pursuant to MI 61-101 -- Protection of Minority Security Holders in Special Transactions and the policies of the TSX-V, and satisfaction of other closing conditions. Playtech, a global leader in gambling technology, and a supplier of software and services to, and an existing investor in, the company, intends to participate by investing $5.0-million in the unit offering and a further $5.0-million in the convertible debenture. In addition, members of the company's senior management team intend to participate in the unit offering. Playtech's and management's participation in the offering will be related party transactions as such term is defined in MI 61-101. The offering is exempt from the valuation requirements of MI 61-101 pursuant to Section 5.5(b) of MI 61-101, but not from the minority shareholder approval requirements of MI 61-101. Northstar will be seeking a waiver from its principal securities regulator and the TSX-V from the requirement to hold a shareholders' meeting to approve the offering and instead obtain written approval from holders of a majority of the common shares (excluding Playtech and management) in accordance with Section 9.1 of MI 61-101 and the policies of the TSX-V. If the exemptions are not granted, a shareholders' meeting will be called and closing of the offering may be delayed.

"The strengthening of our balance sheet will support the continued growth of the Northstar Bets brand," said Michael Moskowitz, chair and chief executive officer of Northstar. "We are very excited about our expansion outside of Ontario starting this fall, made possible by the Slapshot Media acquisition we completed in the second quarter and the offering."

About Northstar Gaming Holdings Inc.

Northstar proudly owns and operates Northstar Bets, a made-in-Ontario casino and sports book gaming platform that provides players with a uniquely local, premier user experience. The Northstar Bets sports book provides real-time news, stats, analysis and scores directly in the betting environment along with the most popular on-line casino games. Northstar also provides managed services to Spreads, 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 as a result of its partnerships and agreements with leading media companies. Northstar is committed to operating at the highest level of responsible gaming standards.

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