Mr. Jake Kalpakian reports

JACKPOT DIGITAL ANNOUNCES THE CLOSING OF THE FIRST TRANCHE OF THE CONVERTIBLE DEBENTURE FINANCING

Jackpot Digital Inc., further to the company's news release dated April 14, 2025, has closed the first tranche of the debenture financing for aggregate gross proceeds of $1,989,675. The debentures bear interest at the rate of 10 per cent per annum, and are convertible at the conversion price of 7.5 cents per share in the first year, and at the conversion price of 10 cents per share in the first, second and fourth years. The company has also issued an aggregate of 26,529,000 share purchase warrants, exercisable at 10 cents per share for a period of four years.

In connection with the first tranche closing, the company paid a finder's fee of $2,500 and issued 33,333 non-transferable share purchase warrants, exercisable at 10 cents per share for a period of two years, to an arm's-length party. All the securities issued are subject to the statutory hold period expiring on Oct. 3, 2025. All warrants issued are also subject to acceleration provision.

The proceeds from the financing will be utilized toward the establishment of a U.S. office, increasing the size of the tech team, covering regulatory licensing fees and related expenses in multiple jurisdictions, industry product certifications, and for general working capital.

Due to investor demand, the company expects to close the remaining portion of the debenture financing by June 30, 2025.

One of the debentureholders is a trust, the trustee of which is an insider of the company. This transaction is considered a related party transaction within the meaning of Multilateral Instrument 61-01, Protection of Minority Security Holders in Special Transactions. The company is relying on exemption from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101. No new insiders and or control persons were created in connection with the first tranche closing.

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.

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