Mr. Jake Kalpakian reports

JACKPOT DIGITAL ANNOUNCES CLOSING OF THE PRIVATE PLACEMENT AND JACKPOT'S FIRST PAYMENT TO ITS MAJOR DEBENTUREHOLDERS

Further to Jackpot Digital Inc.'s news releases dated July 10, 2023, July 31, 2023, and Aug. 2, 2023, the company has closed the third and final tranche of the private placement of convertible debentures for aggregate gross proceeds of $614,170. The debentures will bear interest at the rate of 10 per cent per annum, and are convertible into common shares of the company at the price of 7.5 cents per share in the first year and at 10 cents per share in the subsequent four years. The company has also issued an aggregate of 47,732,700 share purchase warrants exercisable at 10 cents per share for a period of five years. The securities issued in the third and final tranche are subject to the statutory hold period, which will expire on Dec. 15, 2023. The aggregate proceeds raised in all three tranches is $3,579,952.50.

The company has paid to arm's-length parties finder's fees of $6,506 in cash and has issued 86,750 non-transferable share purchase warrants exercisable at 10 cents per share for a period of two years.

The company's president and chief executive officer, Jake Kalpakian, through his private company, participated in the third tranche of the private placement of convertible debentures and such participation is considered to be a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions adopted in the policy. The company relied upon the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5 (c) and 5.7 (1)(a) of MI 61-101 in respect of related party participation in the offering.

Proceeds from the private placement convertible debenture financing will be utilized toward regulatory licensing fees and related expenses in multiple jurisdictions to facilitate the widespread placement of Jackpot Blitz ETGs (electronic table games), and for general working capital.

Well-respected casino entrepreneur Lyle Berman added to his position by subscribing for approximately $950,000. Mr. Berman co-founded Grand Casinos and has played an important role in the development of multiple casino gaming companies. In addition, he has been chairman of the board of the World Poker Tournament and was named Gaming Executive of the Year in 1996. Mr. Berman states, "I believe Jackpot Digital's automated poker tables will become the industry standard due to their efficiency and profitability."

The company is also pleased to announce that, further to its news release dated July 10, 2023, the company has made its first payment to the debentureholders in the amount of $700,000 (U.S.). The remaining payment schedule is as follows: 1) $1.3-million (U.S.) by July 1, 2024; and 2) $2,742,497 (U.S.) by July 1, 2025. If the remaining payment schedule is met, the debentureholders have agreed to a significant reduction in interest payments, which shall save the company approximately $4,045,091 ($3,042,108 (U.S.)). Upon making the remaining scheduled payments, the company will eliminate a substantial amount of its debt. In the event the company defaults on the remaining payment schedule, then the remaining principal outstanding shall immediately be due and payable along with all accrued and unpaid interest to the debentureholders.

Jackpot's CEO and president, Mr. Kalpakian, states: "We're very pleased with the momentum of our operations. The closing of our latest financing has allowed the company to make the first payment to the debentureholders and has put the company in the position to save over $4-million in interest expense. Furthermore, the company is in a much better position to accelerate its pursuit of regulated licensing approvals and related business opportunities."

Mr. Kalpakian further adds, "All of the above combined with the fact that we are making progress in obtaining GLI certification and regulatory approvals for the land-based regulated market positions us for a promising future."

About Jackpot Digital Inc.

Jackpot Digital is a leading electronic table games manufacturer for the cruise ship industry and regulated casino industry. The company specializes in multiplayer gaming products, including poker and casino games, which are complemented by a robust suite of back-end tools for operators to efficiently control and optimize their gaming business.

We seek Safe Harbor.