Subject: Jackpot Digital Inc. - News Release
Word Document
File: '\\swfile\EmailIn\20260605 155918 Attachment JJ NR ConvDeb Financing Closing June 5 2026 FINAL.docx'
Jackpot Digital Inc.
Page 2 - News Release
June 5, 2026
Jackpot Digital Inc.
Suite 575, 510 Burrard Street
Vancouver, BC V6C 3A8
Tel: (604) 681-0204 Fax: (604) 681-9428
www.jackpotdigital.com info@jackpotdigital.com
Jackpot Digital Inc.
Suite 575, 510 Burrard Street
Vancouver, BC V6C 3A8
Tel: (604) 681-0204 Fax: (604) 681-9428
www.jackpotdigital.com info@jackpotdigital.com
NEWS RELEASE
JACKPOT DIGITAL ANNOUNCES CLOSING OF
CONVERTIBLE DEBENTURE FINANCING
Vancouver, British Columbia. June 5, 2026 - Jackpot Digital Inc. (the "Company" or "Jackpot") (TSX-V: JJ) (US OTCQB: JPOTF) (Frankfurt Exchange: LVH3) announces that further to its news release dated April 7, 2026 and May 26, 2026, the Company has closed $1,957,025 of Debentures. The Debentures bear interest at the rate of 10% per annum until June 5, 2031. The Debentures are convertible at the conversion price of Cdn$0.06 per common share in the first year and at the conversion price of Cdn$0.10 per common share in subsequent years. In addition, the Company has issued 32,617,084 share purchase warrants (the "Warrants"), whereby each Warrant entitles the debenture holder to purchase one Jackpot common share at the price of Cdn$0.07 per common share in the first two years and at the price of Cdn$0.10 per common share in subsequent years.
The proceeds from the financing will be utilized to cover regulatory licensing fees and related expenses in multiple jurisdictions, industry product certifications and for general working capital.
The securities issued in connection with the above closing are subject to a hold period under applicable securities laws in Canada and the United States.
An insider of the Company, Lyle Berman, trustee for Lyle A. Berman Revocable Trust, has subscribed for $1,927,025 of the Debentures. This transaction is considered a related party transaction within the meaning of Multilateral Instrument 61-01 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemption from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of Multilateral Instrument 61-101.
Mr. Berman is widely recognized as one of the most influential and visionary figures in the gaming business. As CEO of Grand Casinos, he helped pioneer & develop large-scale casino developments on tribal lands-an innovation that reshaped the U.S. gaming landscape. Mr. Berman merged his Lakes Entertainment with Golden Gaming in 2015, helping create Golden Entertainment.
Mr. Berman is a member of the Gaming Hall of Fame, which was established in 1989 to recognize individuals who have played a significant role in shaping the American gaming industry. Mr. Berman was also a co-founder and served as Chairman of the World Poker Tour (WPT ) and is a member of the Poker Hall of Fame.
About Jackpot Digital Inc.
A positive disruptor in the casino business, Jackpot Digital Inc. is the leading provider of electronic poker table games, offering innovative gaming solutions to casinos worldwide. The Company specializes in the development and deployment of dealerless multiplayer electronic poker ETGs, providing operators with efficient, cost-effective, and revenue-generating alternatives to traditional live-dealer table games. Jackpot Digital is committed to enhancing the player experience and helping operators optimize their gaming offerings.
For more information on the Company, please contact Jake H. Kalpakian, President and CEO, at (604) 681-0204 ext. 6105, or visit the Company's website at www.jackpotdigital.com.
On behalf of the Board of Jackpot Digital Inc.
"Jake H. Kalpakian"
Jake H. Kalpakian
President & CEO
Trading in the securities of the Company should be considered speculative.
The TSX Venture Exchange has neither approved nor disapproved the contents of this news release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Certain statements contained herein are "forward-looking". Forward-looking statements may include, among others, statements regarding Jackpot's future plans, the obtaining of customary regulatory approvals, projected or proposed financings, costs, objectives, economic or technical performance, or the assumptions underlying any of the foregoing. In this News Release, words such as "may", "would", "could", "will", "likely", "enable", "feel", "seek", "project", "predict", "potential", "should", "might", "objective", "believe", "expects", "propose", "anticipate", "intend", "plan", "plans" "estimate", and similar words are used to identify forward-looking statements. Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied. Although management believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, projections, and estimations, there can be no assurance that these assumptions, projections, or estimations are accurate. Readers, shareholders, and investors are therefore cautioned not to place reliance on any forward-looking statements as the plans, assumptions, intentions, or expectations upon which they are based might not occur.
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