Mr. Corey Goodman reports

NORTHSTAR ENTERS INTO $10 MILLION SUBSCRIPTION AGREEMENT WITH PLAYTECH

Northstar Gaming Holdings Inc., further to its press release dated Aug. 24, 2023, has entered into a subscription agreement dated Sept. 21, 2023, with Playtech PLC, a global leader in gambling technology and a supplier of software and services to, and an existing investor in, the company, to purchase securities of the company for an aggregate purchase price of $10-million.

The agreement provides for the issuance of: (i) 28,571,428 units at a price of 17.5 cents per unit, with each unit composed of one common share of the company and one-half of a warrant to acquire common shares exercisable at 36 cents per full warrant, and a further one-half warrant to acquire common shares exercisable at 40 cents per full warrant, in each case for a period of five years; and (ii) a three-year, 8 per cent, unsecured, convertible debenture in the aggregate principal amount of $5-million 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 into the rest of Canada following the Slapshot acquisition, and for general working capital purposes. Closing of the proposed financing is expected to occur by the end of October, 2023.

Closing of the offering is conditional upon 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.

In addition, it is expected that members of the company's senior management and directors will, concurrently with the offering, subscribe for up to 714,286 units at a price of 17.5 cents per unit for aggregate gross proceeds of up to $125,000, and a convertible debenture in the aggregate principal amount of up to $125,000. The company may also issue a further $250,000 in units at a price of 17.5 cents per unit and $250,000 aggregate principal amount in convertible debentures to arm's-length parties.

Each of the offering and the management subscription are related-party transactions as such term is defined in MI 61-101. The offering and the management subscription are each exempt from the valuation requirements of MI 61-101 pursuant to Section 5.5(b) of MI 61-101, and the management subscription is exempt from the minority shareholder approval requirements in MI 61-101 pursuant to Section 5.7(b) of MI 61-101. However, the offering is not exempt from the minority shareholder approval requirements of MI 61-101. Northstar is seeking an exemption from the Ontario Securities Commission 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.

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 i-gaming 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.

We seek Safe Harbor.