Mr. Jake Kalpakian reports

JACKPOT DIGITAL ANNOUNCES CONVERTIBLE DEBENTURE FINANCING

Jackpot Digital Inc. intends to conduct an unsecured convertible debenture financing to raise up to $3-million in gross proceeds. The debenture financing will pay interest at the rate of 10 per cent per annum and will mature 60 months from the date of issuance (the maturity date). The debenture financing shall be convertible up to 40 million common shares of the company at the conversion price of 7.5 cents per common share in the first year and at the conversion price of 10 cents per common in subsequent years. In addition, the company shall issue up to 40 million share purchase warrants, whereby each warrant shall entitle the debenture holder to purchase one Jackpot common share at the price of 10 cents per share for five years.

The proceeds from the debenture financing will primarily be allocated to fulfill the second payment obligation of certain debentures due in July, 2024, for $1.3-million (U.S.) (approximately $1,780,740), representing the second of three payments as per the repayment schedule announced on July 10, 2023. The third and final payment is scheduled for July, 2025. Should the company make the remaining payments as disclosed, the debentureholders have consented to a significant reduction in interest payments of approximately $4,045,091 ($3,042,108 (U.S.)) in estimated savings to the company.

The remaining proceeds will be utilized to cover table production costs to fulfill existing orders, securing regulatory licensing fees and related expenses in multiple jurisdictions, industry product certifications, and for general working capital.

The securities that may be issued in connection with the debenture financing shall include a hold period by applicable securities laws. There may be finders' fees payable with respect to the debenture financing under the policies of the TSX Venture Exchange, and certain insiders may participate in the financing.

The debenture financing is subject to the approval of the exchange.

About Jackpot Digital Inc.

A positive disruptor in the casino business, Jackpot Digital is a leading manufacturer of dealerless multiplayer electronic poker tables for the cruise ship and land-based regulated casino industries. The company specializes in dealerless poker which is complemented by a robust suite of back-end tools for casino operators to efficiently control and optimize their poker business.