Esports Entertainment Group Reports Fiscal 2022 Third Quarter Revenue of $15.7 Million

Updates Fiscal 2022 Revenue Guidance to $55 to $60 Million

Esports Entertainment Group, Inc. (NASDAQ: GMBL) (NASDAQ: GMBLW) (or the "Company") today announced financial results for its fiscal 2022 third quarter ended March 31, 2022.

Fiscal Third Quarter 2022 Financial Results

Net revenue of $15.7 million, up $10.3 million compared to fiscal 3Q21, and an 8.0% sequential increase from net revenue of $14.5 million in fiscal 2Q22.
Gross profit of $9.4 million, up $6.3 million compared to fiscal 3Q21, and a 17.5% sequential increase from $8.0 million in fiscal 2Q22.
Gross margin of 60.0% favorably compares to 55.0% in fiscal 3Q21.
GAAP net loss to common shareholders of $63.8 million, or $2.11 per share, inclusive of a $38.6 million asset impairment charge as well as a $20.6 million charge for a derivative debt liability. This compares to a net loss of $12.4 million, or $0.73 per share in fiscal 3Q21, and a net loss to common shareholders of $34.5 million, or $1.53 per share, in fiscal 2Q22.
Non-GAAP adjusted EBITDA* loss of $7.3 million, inclusive of an adjustment of $38.6 million for an asset impairment charge and $20.6 million for a derivative debt liability. This compares to an adjusted EBITDA loss of $2.6 million in fiscal 3Q21 and an adjusted EBITDA loss of $6.8 million in fiscal 2Q22.
As of March 31, 2022, the Company had total cash and cash equivalents of $9.4 million.

* Reconciliation on non-GAAP financial measures provided in the tables of this press release.

Fiscal Third Quarter 2022 and Recent Operating Highlights

Subsequent to the end of the quarter, in May 2022 the Company named Jan Jones Blackhurst and Kaitesi Munroe to its Board of Directors, bringing the total number of Board members to 8, including 5 independent directors, effective June 1.
Subsequent to the end of the quarter, in April 2022 the Company fully launched its VIE.gg esports betting platform in the state of New Jersey following the completion of the soft play portion of the approval process which commenced in February 2022.
In March 2022, Damian Mathews was named the Company's CFO. He has served on the Company's Board of Directors since June 2020 and served as CFO of the Qatar and Abu Dhabi Investment Company from 2014 to 2020.
On March 19-20, the Company held the launch event for its peer-to-peer esports wagering platform at the Hard Rock Hotel & Casino Atlantic City. The landmark event drew hundreds of registered participants and over 16,000 live stream viewers.
In March 2022, the Company sold 15 million shares of common stock and warrants to purchase 15 million shares of common stock for a combined offering price of $1.00, raising net proceeds of approximately $13.6 million.
In February 2022, the Company announced that GAMMAX, a gaming and esports provider in the Netherlands, became the exclusive distributor of OMEGA in the Dutch market. GAMMAX also agreed to install the turnkey esports solution in its GAMMAX Gaming & Esports Centers and Leisure locations across the Netherlands over a five-year period.
In January 2022, Stuart Tilly was named the Company's COO after serving as the Company's Chief Legal Officer since 2020. From 2016 to 2020, he was CEO of Argyll Entertainment, a business acquired by the Company in 2020.

Management Commentary

"Our fiscal third quarter 2022 results illustrate growing top-line momentum across both our iGaming and esports verticals, which benefited from a more normalized operating environment in the quarter," said Grant Johnson, CEO of Esports Entertainment Group. "On the iGaming front, we generated record-breaking quarterly revenue at Lucky Dino, one of our proprietary iGaming brands, experienced more balanced sportsbook hold, and improved the overall profitability of the business, reflecting initial benefits from our newly implemented efficient marketing strategy. With respect to esports, the market continues to recover from the impact of the pandemic as more live, in-person events return to calendars worldwide. Following the successful launch of our proprietary peer-to-peer wagering platform, at the Hard Rock in Atlantic City in March, we expect an increase in similar events going forward as interest in our unique esports solution continues to grow. We also completed the full launch of our mobile real money esports betting product, VIE.gg, in New Jersey and are excited to further leverage this product offering in what is the U.S.'s 11^th most populous state. In addition, we continue to see healthy interest in ALPHA and OMEGA, our turnkey solutions for businesses and entertainment venues looking to add an esports attraction, from a wide variety of potential customers who are looking for ways to leverage existing facilities by expanding their current offerings and create new revenue streams.

"Despite this momentum, we are addressing several near-term challenges which are constraining our ability to grow the business and to drive that growth to the bottom line. Given our lack of liquidity, we have been unable to fully monetize certain of our esports assets - including Helix, ggCircuit and EGL. As a result, we are taking a $38.6 million impairment charge in the quarter across these three businesses. We do not see a path to attractive profitability in the Helix business given its significant overhead and ongoing capex and are currently working to divest our two existing centers. ggCircuit and EGL are two assets which we have not effectively been able to monetize due to liquidity constraints. Our team is working internally to properly forecast the long-term opportunity for these businesses, which will allow us to better establish their carrying value. To address our liquidity position and improve our ability to invest in the business and adequately support our growth initiatives, we are actively working with our lender on key modifications to the loan and hope to have more to share on this front in the near-term.

"To address these challenges, position the Company for added growth, and ultimately achieve our operational and profitability goals, we are implementing a number of strategies which we believe will allow us to create value for our shareholders. First, our team is in the final stages of dramatically simplifying our offering in the esports space, focused on SAAS-based technology under the ggCircuit brand, in-person tournaments under the EGL brands, and our peer-to-peer wagering platform. This asset-light model will allow us to more efficiently leverage our esports assets. Second, and most importantly, we are aggressively cutting costs across our seven brands. This includes removal of duplicative functions and de-emphasizing non-core assets. It has also driven our iGaming team to be more strategic in our sales and marketing initiatives in certain European markets and implement a return-focused player investment strategy that yields more attractive customer acquisition metrics. To-date, we're projecting material savings over the next 12 months through an amended marketing strategy and through the implementation strategies to drive operating efficiencies. We have also identified further avenues to increase our cost savings and will pursue these in the coming months. We are encouraged by the early results of these efforts and expect them to have a significant positive impact on our future results, including our progress towards profitability, with a goal to achieve break-even on an annualized basis by early fiscal 2023.

"As we look ahead, the building blocks for further growth remain firmly in place. However, today's market conditions are different and, as such, our team has adjusted to focus on achieving breakeven as quickly as possible. Given this change in focus and our third quarter performance, we believe it is prudent to update the full-year revenue expectations to a range of $55 to $60 million from the prior $70 to $75 million range. While we have come a long way in a short period of time, there is much work ahead of us as we become a leaner organization that can operate more efficiently and create greater value for our partners and shareholders."

About Esports Entertainment Group
Esports Entertainment Group is a full stack esports and online gambling company fueled by the growth of video-gaming and the ascendance of esports with new generations. Our mission is to help connect the world at large with the future of sports entertainment in unique and enriching ways that bring fans and gamers together. Esports Entertainment Group and its affiliates are well-poised to help fans and players to stay connected and involved with their favorite esports. From traditional sports partnerships with professional NFL/NHL/NBA/MLS teams, community-focused tournaments in a wide range of esports, and boots-on-the-ground LAN cafes, EEG has influence over the full-spectrum of esports and gaming at all levels. The Company maintains offices in New Jersey, the UK and Malta. For more information visit www.esportsentertainmentgroup.com.

FORWARD-LOOKING STATEMENTS
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The safe harbor for forward-looking statements contained in the Securities Litigation Reform Act of 1995 protects companies from liability for their forward-looking statements if they comply with the requirements of the Act.

Investor Relations Inquiries
JCIR
Joseph Jaffoni, James Leahy, Norberto Aja
212-835-8500
gmbl@jcir.com

Media Inquiries
brandon.apter@esportsentertainmentgroup.com
or
eeg@kcsa.com

Esports Entertainment Group, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

		March 31, 2022			June 30, 2021
ASSETS

Current assets
Cash		$	9,404,637		$	19,917,196
Restricted cash			2,968,183			3,443,172
Accounts receivable, net			374,435			136,681
Receivables reserved for users			1,329,709			2,290,105
Other receivables			1,339,497			658,745
Prepaid expenses and other current assets			1,727,567			3,264,344
	Total current assets		17,144,028			29,710,243

Equipment, net			136,612			726,942
Operating lease right-of-use asset			221,332			1,272,920
Intangible assets, net			37,835,275			45,772,555
Goodwill			28,118,967			40,937,370
Other non-current assets			2,217,660			1,315,009

	TOTAL ASSETS	$	85,673,874		$	119,735,039

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
Accounts payable and accrued expenses		$	12,973,020		$	8,458,689
Liabilities to customers			3,932,287			3,057,942
Deferred revenue			580,004			22,110
Senior convertible note			35,000,000			-
Derivative liability			20,573,051			-
Current portion of notes payable and other long-term debt			258,385			223,217
Operating lease liability - current			585,786			414,215
Contingent consideration - current			2,436,591			-
	Total current liabilities		76,339,124			12,176,173

Senior convertible note, net of unamortized discount			-			6,302,504
Notes payable and other long-term debt			112,425			221,300
Warrant liability			4,411,580			23,500,000
Deferred income taxes			-			1,870,861
Operating lease liability - non-current			1,120,225			878,809
Contingent consideration - non-current			1,296,385			-

	TOTAL LIABILITIES		83,279,739			44,949,647

Commitments and contingencies
Mezzanine equity:
10% Series A cumulative redeemable preferred stock, $0.001 par value, 1,725,000
authorized, 835,950 shares issued and outstanding, aggregate liquidation preference $9,195,450 at March 31, 2022			7,707,543			-

Stockholders' equity (deficit):
Preferred stock $0.001 par value, 10,00,000 shares authorized			-			-
Common stock $0.001 par value, 500,000,000 shares authorized, 40,722,944 and
21,896,145 shares issued and outstanding as of March 31, 2022 and June 30, 2021,
respectively			40,723			21,896
Additional paid-in capital			144,528,035			122,341,002
Accumulated deficit			(145,364,841	)		(46,908,336	)
Accumulated other comprehensive loss			(4,517,325	)		(669,170	)
	Total stockholders' equity (deficit)		(5,313,408	)		74,785,392

	TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)	$	85,673,874		$	119,735,039

Esports Entertainment Group, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2022			2021			2022			2021
Net revenue	$	15,699,587		$	5,398,708		$	46,638,925		$	7,983,293

Operating costs and expenses:
Cost of revenue		6,282,445			2,321,620			19,248,877			4,249,889
Sales and marketing		7,074,414			2,399,200			21,332,423			4,891,688
General and administrative		14,339,615			6,291,388			38,685,937			14,082,111
Asset impairment charges		38,629,310			-			38,629,310			-
Total operating expenses		66,325,784			11,012,208			117,896,547			23,223,688

Operating loss		50,626,197			5,613,500			71,257,622			15,240,395

Other income (expense):
Interest expense		(611,021	)		-			(5,368,933	)		-
Loss on conversion of Senior Convertible Notes		-			-			(5,999,662	)		-
Loss on extinguishment of Senior Convertible Notes		-			-			(28,478,804	)		-
Change in fair value of derivative liability on senior convertible note		(20,573,051	)		-			(22,055,672	)		-
Change in fair value of warrant liability		8,181,398			(5,358,313	)		28,641,920			(4,729,924	)
Change in fair value of contingent consideration		99,247			(1,305,804	)		1,950,693			(1,305,804	)
Other non-operating income (loss)		(39,440	)		(165,463	)		(1,391,855	)		(265,487	)
Total other income (expense)		12,942,867			(6,829,580	)		(32,702,313	)		(6,301,215	)

Loss before income taxes		63,569,064			12,443,080			103,959,935			21,541,610

Income tax benefit (expense)		(431	)		-			5,503,430			-

Net loss	$	63,569,495		$	12,443,080		$	98,456,505		$	21,541,610
Dividend on 10% Series A cumulative redeemable preferred stock		(200,628	)		-			(300,942	)		-
Accretion of 10% Series A cumulative redeemable preferred stock to
redemption value		(73,136	)		-			(108,209	)		-

Net loss attributable to common stockholders	$	63,843,259		$	12,443,080		$	98,865,656		$	21,541,610

Net loss per common share:
Basic and diluted loss per common share	$	(2.11	)	$	(0.73	)	$	(3,97	)	$	(1.54	)
Weighted average number of common shares outstanding, basic and diluted		30,308,685			16,950,275			24,874,910			13,974,197

Adjusted EBITDA

The table below presents our Adjusted EBITDA reconciled to our net loss, the closest U.S. GAAP measure, for the periods indicated:

		Three Months Ended March 31,						Nine Months Ended March 31,
		2022			2021			2022			2021
Net income (loss)		$	(63,569,495	)	$	(12,443,080	)	$	(98,456,505	)	$	(21,541,610	)

Adjusted for:
	Interest		611,021			-			5,368,933			-
	Income tax		431			-			(5,503,430	)		-
	Depreciation and amortization		3,343,725			882,951			10,026,191			1,687,161
	Shared based compensation expense		1,346,502			743,527			3,958,275			3,055,118
	Asset impairment charges		38,629,310			-			38,629,310			-
	Transaction related expenses		13,532			1,340,249			269,013			1,435,788
	Other non-operating cost		39,440			165,463			1,391,855			265,487
	Change in fair value of warrant liability		(8,181,398	)		5,358,313			(28,641,920	)		4,729,924
	Change in fair value of derivative liability on senior convertible note		20,573,051			-			22,055,672			-
	Loss on conversion of senior convertible note		-			-			5,999,662			-
	Loss on extinguishment of senior convertible note		-			-			28,478,804			-
	Change in fair value of contingent consideration		(99,247	)		1,305,804			(1,950,693	)		1,305,804
Total adjusted EBITDA (loss)		$	(7,293,128	)	$	(2,646,773	)	$	(18,374,833	)	$	(9,062,328	)

Non-GAAP Financial Measures
To supplement its consolidated financial statements, which are prepared and presented in accordance with Generally Accepted Accounting Principles (GAAP), the Company uses adjusted EBITDA, a non-GAAP financial measure. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company uses this non-GAAP financial measure for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that it provides useful information about operating results, enhances the overall understanding of past financial performance and future prospects, and allows for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP financial measure used by the Company in this press release may be different from the methods used by other companies.

We define and calculate Adjusted EBITDA as net loss before the impact of interest income or expense, income tax expense or benefit, depreciation and amortization, and further adjusted for the following items: stock-based compensation, transaction-related costs, non-core litigation, settlement and related costs, remeasurement of warrant liabilities, and certain other non-recurring, non-cash or non-core items, as described in the reconciliation below.

Adjusted EBITDA excludes certain expenses that are required in accordance with U.S. GAAP because they are non-recurring items (for example, in the case of transaction-related costs), non-cash expenditures (for example, in the case of depreciation, amortization, and stock-based compensation), or are not related to our underlying business performance (for example, in the case of interest income and expense and litigation settlement and related costs).

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NorthStar Gaming Announces Revocation of Management Cease Trade Order

NorthStar Gaming Holdings Inc. (TSXV: BET) (OTCQB: NSBBF) ("NorthStar" or the "Company") is pleased to announce that effective May 16, 2025, the Ontario Securities Commission has revoked the temporary management cease trade order ("MCTO") it had previously granted to the Company on May 8, 2025 under National Policy 12-203 Management Cease Trade Orders, as the Company successfully completed the filing of its annual audited financial statements, management's discussion and analysis, and related certifications for the year ended December 31, 2024 (collectively, the "Annual Filings") on May 14, 2025.

The revocation of the MCTO means members of management are no longer prevented from trading the Company's securities. All of the Annual Filings are available under the Company's profile on SEDAR+ at www.sedarplus.ca.

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NorthStar Gaming Reports Year-End 2024 Results

Annual Revenue Growth of 57%, Gross Margin up 91%

NorthStar Gaming Holdings Inc. (TSXV: BET) (OTCQB: NSBBF) ("NorthStar" or the "Company") today announced its financial results for the three months and year ended December 31, 2024. The Company also announced that it will discuss the results on an investor webinar to be held Thursday, May 15, 2025 at 11:00am (please see below for details). All dollar figures are quoted in Canadian dollars.

"We delivered strong financial results in 2024, highlighted by 57% growth in revenue and a 91% increase in gross margin. At the same time, we held marketing expense to a 10% increase and reduced G&A expense, demonstrating the continually improving operating leverage built into our business model," said Michael Moskowitz, Chair and CEO of NorthStar. "Equally important, our team rolled out innovations in both our sportsbook and casino that have further differentiated NorthStar Bets as a premium offering and helped drive the retention of, and engagement with, our loyal customers."

Restatement of Results

The comparative results for the three months and twelve months ended December 31, 2023 have been restated in the financial statements and management's discussion & analysis ("FY2024 MD&A") for the year ended December 31, 2024 to include additional merchant fees and player bonus expenses which were not captured in the previously published financial statements (note 2 of the Financial Statements for the year ended December 31, 2024). The Company's payment processor deducted the additional merchant fee from the daily remittances to the Company, and the deductions were not accounted for by the Company. These additional fees were identified as part of the year-end reconciliation of the amount due from the payment processor, and the financial statements and FY2024 MD&A have been adjusted accordingly. These restatements did not impact the cash balances reported for the years ended December 31, 2022, 2023, or 2024. However, they did result in adjustments to the reported current asset balances for those periods.

Financial Highlights for the Fourth Quarter Ended December 31, 2024 ("Q4 2024"):

Total Wagers¹ at Northstarbets.ca were $303.0 million in Q4 2024, a 42% increase compared to $213.3 million in Q4 2023.
Gross Gaming Revenue² at Northstarbets.ca was $10.0 million in Q4 2024, a 31.6% increase from $7.6 million in Q4 2023.
Revenue² was $9.5 million in Q4 2024, a 51% increase from $6.3 million in Q4 2023. Revenue in Q4 2024 includes $1.5 million of managed services revenue, which compares to $0.2 million in Q4 2023.
Gross Margin was $3.6 million, a 71% increase from $2.1 million in Q4 2023, while the Gross Margin percentage increased to 38.1%, up from 33.6% in Q4 2023.
Profit/(loss) before marketing and other expenses¹ was $0.6 million in Q4 2024 compared to a loss of $2.5 million in Q4 2023, indicating that gross margin is now sufficient to cover the Company's overhead expenses.

Financial Highlights for the Year Ended December 31, 2024 ("FY 2024"):

Total Wagers² at Northstarbets.ca were $980.0 million in FY 2024, a 51% increase compared to $648.8 million in the year ended December 31, 2023.
Gross Gaming Revenue² at Northstarbets.ca was $34.0 million in FY 2024, a 51% increase from $22.5 million in FY 2023.
Revenue² was $29.6 million in FY 2024, a 57% increase from $18.8 million in FY 2023. Revenue in FY 2024 includes $2.3 million of managed services revenue, which compares to $0.5 million in FY 2023.³
Gross Margin was $10.5 million, marking a 91% increase from $5.5 million in FY 2023, with the Gross Margin increasing to 35.7%, up from 29.3% in FY 2023.
Profit/(loss) before marketing and other expenses¹ was $0.1 million in FY 2024 compared to a loss of $6.7 million in YTD 2023, an improvement of $6.8 million.

"Early in 2025, we completed our most significant fund-raising to date, with a $43.4 million debt financing. This capital gives us a long runway on which to continue our trajectory of growth in wagering, gross margins and improving operating leverage. This was a milestone event for our business," added Mr. Moskowitz.

2024 Operating Highlights:

Completed the inaugural Blackjack Championship tournament, an innovative online competition that helped drive the acquisition of new high-value players and engagement for existing customers while increasing Blackjack wagering activity.
Implemented a series of enhancements to the NorthStar Bets platform, highlighted by streamlined navigation in both the Casino and Sportsbook sections, a doubling of Casino game selection since the start of 2024, personalized prop bets and intelligent parlay suggestions.
Introduced the "NorthStar Elite" program and branded tables to help secure the loyalty and satisfaction of our most active players and reinforcing the Company's positioning as a premium offering.
Launched "Sports Insights 2.0," a robust suite of enhancements to our content vertical that includes a redesigned home page, comprehensive team and player statistics, injury and player news feeds, added coverage of popular sports and strengthened casino content.
Gained significant traction outside the Ontario market with managed services revenue from Northstarbets.com site, owned by the Abenaki Council of Wolinak, increasing from $0.5 million in FY 2023 to $2.3 million in FY 2024.
Outpaced the industry growth rates reported by iGaming Ontario in 2024 in both Total Wagers (51% for NorthStar vs. 33% for the industry) and Gross Gaming Revenue (51% for NorthStar vs. 31.5% for the industry).

Outlook

"We expect our consistent pattern of year-over-year revenue increases to continue throughout 2025, based on our ongoing success in attracting and engaging high-value players," said Mr. Moskowitz. "We will maintain disciplined control over costs so that incremental gross margin falls primarily to the bottom line. As we continue to focus on operational excellence, we remain confident that we have the capital necessary to reach profitability based on our current business platform."

FY 2024 Corporate Update Webinar

On May 15, 2025, Michael Moskowitz will present an in-depth Corporate Update, including a discussion of the Company's FY 2024 Earnings, current operations and strategic priorities. All investors and other interested parties are invited to register for the webinar at the link below.

Date: Thursday, May 15, 2025
Time: 11:00 am EDT
Register: Webinar Registration

Management will be available to answer your questions following the presentation on the webinar platform. You may also submit your question(s) beforehand in the registration form linked above.

Extension of Strategic Marketing Agreement

The Company also announced that its wholly owned subsidiary, NorthStar Gaming (Ontario) Inc. ("NorthStar Ontario"), has extended its strategic partnership with Playtech Software Limited ("Playtech Software") through the renewal of their previously announced strategic marketing agreement. Under the agreement, Playtech Software contributes services designed to accelerate NorthStar Ontario's player acquisition strategy in the province. The agreement was first implemented in June 2023 and has since been renewed several times. Pursuant to the latest renewal, Playtech Software will reimburse marketing expenses valued at a total of up to $1.5 million over a 3-month period through to March 31, 2025. Playtech Software will be compensated through a share of revenue from the income generated in connection with the marketing initiatives to which it contributes. The Transaction between Playtech and NorthStar Ontario is exempted from Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions.

"We are very pleased to renew the marketing services agreement with Playtech Software," said Michael Moskowitz, Chair and CEO of NorthStar. "The agreement serves to extend our marketing budget and has contributed to our tremendous growth in Ontario. Playtech plc continues to be a valuable strategic partner and we look forward to further collaboration."

Continuous Disclosure

Further to a review by the staff of the Ontario Securities Commission (the "OSC") of the Company's continuous disclosure, the FY2024 MD&A includes enhanced disclosures with respect to:

the Company's regulatory framework, licensing regimes applicable to its business operations and the legal authorizations necessary to conduct its business operations;
specific risk factors relating to the Company's business operations which include risks relating to operating in a heavily regulated industry, cyber security risks and risks relating to conflicts of interest with respect to directors and officers of the Company; and
the relationship between the Abenaki Council of Wolinak and the Company as well as its subsidiary, Slapshot Media Inc.

Such amended disclosure is being included in the FY2024 MD&A to address comments received from the OSC on its management's discussion & analysis, for the period ended September 30, 2024, and to improve the Company's disclosure.

As a result of having to include such enhanced disclosure after the OSC review, the Company will be placed on the public list of Refilings and Errors in accordance with OSC Staff Notice 51-711 (Revised) - Refilings and Corrections of Errors for a period of three (3) years.

Additional Information

For additional information, please refer to the Company's condensed consolidated financial statements for the year ended December 31, 2024, and the corresponding FY2024 MD&A. These documents are available on SEDAR+ at www.sedarplus.ca, and on the Company's corporate website at www.northstargaming.ca.

About NorthStar

NorthStar proudly owns and operates NorthStar Bets, a Canadian-born casino and sportsbook platform that delivers a premium, distinctly local gaming experience. Designed with high-stakes players in mind, NorthStar Bets Casino offers a curated selection of the most popular games, ensuring an elevated user experience. Our sportsbook stands out with its exclusive Sports Insights feature, seamlessly integrating betting guidance, stats, and scores, all tailored to meet the expectations of a premium audience.

As a Canadian company, NorthStar is uniquely positioned to cater to customers who seek a high-quality product and an exceptional level of personalized service, setting a new standard in the industry. NorthStar is committed to operating at the highest level of responsible gaming standards.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX Venture Exchange ("TSXV") nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

Non-IFRS Financial Measures [/ Reconciliation of Non-IFRS Measures to IFRS Measures]

Throughout this document, management uses certain non-IFRS financial measures and supplementary financial measures to evaluate the performance of the Company. The terms "Gross Gaming Revenue" "Total Wagers" and "Profit/(Loss) before marketing and other expenses" are non-IFRS financial measures. These measures are not recognized measures under International Financial Reporting Standards ("IFRS") and do not have a standardized meaning prescribed by IFRS and are, therefore, not necessarily comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management's perspective and to discuss NorthStar's financial outlook. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the Company's financial information reported under IFRS. We believe that securities analysts, investors and other interested parties frequently use non-IFRS measures, including industry metrics, in the evaluation of companies in our industry. Management also uses non-IFRS measures and industry metrics in order to facilitate operating performance comparisons from period to period, the preparation of annual operating budgets and forecasts and to determine components of executive compensation.

Total Wagers

Total Wagers are calculated as the total amount of money bet by customers in respect of bets that have settled in the applicable period. Total Wagers does not include free bets or other promotional incentives, nor money bet by customers in respect of bets that are open at period end. Total Wagers is used to provide investors with supplemental measures of our operating performance and thus highlight trends in our business that may not otherwise be apparent when relying solely on IFRS measures.

Gross Gaming Revenue

Gross Gaming Revenue is calculated as dollar amounts bet by customers less the dollar amounts paid out to the customers in respect of such bets which have settled in the applicable period.

Reconciliation of Non-IFRS Measures to IFRS Measures

In Q4 2024, the Company reported $10.0 million of Gross Gaming Revenue ($34.0 million in FY 2024) and has provided a reconciliation to the most comparable IFRS financial measure (Revenue) as follows: $ Millions (unaudited)	Unaudited Three months ended		Year ended
	Dec 31, 2024	Dec 31, 2023	Dec 31, 2024	Dec 31, 2023
Gross gaming revenue from wagered games	$10.0	$ 7.6	$ 34.0	$22.5
Bonuses, promotional costs and free bets	(2.0)	(1.5)	(6.7)	(4.2)
Sub-total Gaming revenue	8.0	6.1	27.3	18.3
Other revenue from managed services	1.5	0.2	2.3	0.5
Revenue	$ 9.5	$ 6.3	$ 29.6	$ 18.8

Operating Results

Marketing expenses are a key driver of the business but are completely discretionary. Management considers "Profit/(Loss) before marketing and other expenses" to be a good indication of the extent to which the business' Gross Margin is in excess of its overhead costs, and therefore offsetting some portion of marketing expenses, reflecting improving economies of scale.

$ Millions (unaudited)	Unaudited Three months ended		Year ended
$ Millions (unaudited)	Dec 31, 2024	Dec 31, 2023	Dec 31, 2024	Dec 31, 2023
Revenue	$ 9,478	$ 6,275	$ 29,556	$ 18,845
Cost of Revenues	5,868	4,167	19,013	13,317
Gross Margin	3,610	2,108	10,543	5,528
General and administrative expenses	3,033	4,452	10,453	12,277
Profit/(Loss) before marketing and other expenses (1)	577	(2,344)	90	(6,749)
Marketing	5,249	5,472	15,456	14,094
Loss before other expenses (1)	(4,672)	(7,816)	(15,366)	(20,843)
Other expenses	(1,070)	149	3,645	6,547
Net loss	$ (3,602)	$ (7,965)	$ (19,011)	$ (27,390)

(1) These measures are not defined by IFRS, do not have standard meanings and may not be comparable with other industries or companies.

Cautionary Note Regarding Forward-Looking Information and Statements

This communication contains "forward-looking information" within the meaning of applicable securities laws in Canada ("forward-looking statements"), including without limitation, statements with respect to the following: expected performance of the Company's business, the Company's growth plans being fully funded, expansion into new markets and future growth opportunities, and expected benefits of transactions. The foregoing are provided for the purpose of presenting information about management's current expectations and plans relating to the future and allowing investors and others to get a better understanding of the Company's anticipated financial position, results of operations, and operating environment. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. This forward-looking information is based on management's opinions, estimates and assumptions that, while considered by NorthStar to be appropriate and reasonable as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information. Such factors include, among others, the following: risks related to the Company's business and financial position; risks associated with general economic conditions; adverse industry risks; future legislative and regulatory developments; the ability of the Company to implement its business strategies; and those factors discussed in greater detail under the "Risk Factors" section of the Company's most recent annual information form, which is available under NorthStar's profile on SEDAR+ at www.sedarplus.ca. Many of these risks are beyond the Company's control.

If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking statements. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in the forward-looking statements, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents NorthStar's expectations as of the date specified herein, and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

For further information:

Company Contact:

Corey Goodman
Chief Development Officer 647-530-2387
investorrelations@northstargaming.ca

Investor Relations:
RB Milestone Group LLC (RBMG)
Northstar@rbmilestone.com

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Investor Insight

Overview

Financial Performance

Company Highlights

Key Brands

NorthStarBets.ca

NorthStarBets.com

Management Team

Michael Moskowitz – CEO and Chairman

Corey Goodman – Chief Development Officer, Counsel and Corporate Secretary

Chin Dhushenthen – Chief Financial Officer

Barry Shafran – Lead Director

Vic Bertrand – Director

Brian Cooper – Director

Sylvia Prentice – Director

Dean MacDonald – Director

Chris McGinnis – Director

Alex Latner – Director, General Counsel, Playtech

Mike Cormack – Head of Content & Integrations

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