NorthStar Gaming announces agreement to acquire Slapshot Media

(PRESS RELEASE) -- NorthStar Gaming Holdings Inc. is pleased to announce it has entered into a definitive agreement to acquire 100% of the issued and outstanding shares of Slapshot Media Inc., a Canadian iGaming marketing and managed services company that specializes in providing managed services to Spreads.ca, an iGaming site owned and operated by the Abenaki Council of Wolinak. The goal of this strategic transaction is to ultimately open up the Canadian market to the NorthStar brand outside Ontario, and materially expand the addressable market available to NorthStar via its relationship with Spreads.ca.

This strategic acquisition is highly complementary to NorthStar's current online casino and sportsbook offerings. Spreads.ca is not and will not be made available in Ontario and NorthStar Bets will continue to be the only online casino and sports book offered by NorthStar in Ontario.

In February 2023, NorthStar and Playtech plc announced a partnership extension to include all of Canada with an aim to providing a cost effective, high margin model across new Canadian markets. This partnership also positions NorthStar to capitalize on any regulated iGaming markets in other provinces that arise in the future.

Under the terms of the Definitive Agreement, NorthStar is to acquire 100 percent of Slapshot's issued and outstanding shares for C$1.8M, payable in 3,272,727 common shares of NorthStar at a deemed value equal to $0.55 per share. The purchase price for the Transaction is subject to customary, post-closing adjustments for working capital.

The vendors of Slapshot will also be entitled to a separate earn-out of up to C$500,000 based on revenue performance of Slapshot for the 12-month period following the closing, payable quarterly in NorthStar common shares with a deemed value per share equal to the greater of: (i) a 20-day volume weighted average price calculated at the end of each applicable quarter; and (ii) $0.45 per share.

"The acquisition of Slapshot expands our ability to enter new markets faster as we look to introduce NorthStar Bets to consumers across the country," said Michael Moskowitz, Chief Executive Officer and founding partner, NorthStar. "We are hyper focused on growing the reach of NorthStar and this strategic acquisition and partnership further positions NorthStar for rapid growth into new markets within Canada."

Completion of the Transaction is subject to customary closing conditions including, but not limited to, the approval of the TSX Venture Exchange ("TSX-V"). Closing of the transaction is anticipated on or before May 5, 2023. The Transaction is an arm's length transaction for purposes of the policies of the TSXV and the Company expects that the Transaction will meet the criteria of an "Expedited Acquisition" pursuant to Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets of the TSXV's Corporate Finance Manual