Credent Capital and Good Gamer provide update on Qualifying Transaction

 
 

Credent Capital Corp. (the " Company ") and Good Gamer Corp. (" Good Gamer ") are pleased to provide an update on the proposed Qualifying Transaction between the Company and Good Gamer.  As previously announced on December 24, 2020 and February 1, 2021 the Company has agreed to acquire all of the issued and outstanding securities of Good Gamer (the " Proposed Transaction "). The Proposed Transaction will be a reverse takeover of the Company by Good Gamer and its shareholders.

 

Good Gamer is pleased to announce that it is focusing its resources on its North American GoodGamer Esports Tournament Management Platform (see Good Gamer news release dated April 21 , 2021).  The Tournament Management Platform allows iOS and Android mobile game publishers the opportunity to integrate real money competitions to their skill based mobile casual games and connecting gamers around the word by allowing them to responsibly compete for real-prize money.

 

Offering configurable head-to-head and multi-player tournaments as well as a dynamic leaderboard feature, the Tournament Management Platform caters to all categories of skill-based mobile casual games and players from all popular gaming genres as well as more niche selections. The Tournament Management Platform enables gaming publishers to add an additional source of revenue to their games by integrating the GoodGamer Software Design Kit (SDK).  The Tournament Management Platform includes a number of key features that gamers will find beneficial, including a variety of tournament types, loyalty rewards, player rankings and a highly responsive customer support service layer.

 

Previously, Good Gamer was focusing its resources in operating a fantasy sports app in India.  The management team of Good Gamer elected to shut down its fantasy sports operations in India due to lack of games in a regular cricket schedule, deposits averaging small amounts, high competition with other companies and an unstable economic landscape surrounding fantasy sports and Esports in India.  Further, the COVID-19 pandemic caused the largest cricket league in India to greatly suffer, which further exasperated Good Gamer's operations in India .

 

   The Transaction   

 

The Proposed Transaction will be affected by way of a three-cornered amalgamation among the Company, Good Gamer and a subsidiary of Credent (" Credent Sub ").  Pursuant to the Proposed Transaction, holders of the issued and outstanding common shares of Good Gamer (the " Good Gamer Shares ") will receive one Credent Share (as they exist on a post-Consolidation basis) for each Good Gamer Share held (the " Exchange Ratio "). It is anticipated that approximately 30,414,088 new Credent Shares will be issued under the Proposed Transaction.  Pursuant to the Proposed Transaction, all existing securities convertible into Good Gamer Shares shall be exchanged, based on the Exchange Ratio, for similar securities to purchase Credent Shares on substantially similar terms and conditions.

 

On or immediately prior to the completion of the Proposed Transaction, it is anticipated that: (i) the Company will effect a name change to "Good Gamer Entertainment Inc."; and (ii) the Company will consolidate the issued and outstanding common shares in the capital of the Company (the " Credent Shares ") on the basis of one "new" Credent Share for every five "old" Credent Shares issued and outstanding (the " Consolidation ").

 

There is currently an aggregate of 4,250,000 Credent Shares issued and outstanding.  As a result of the Consolidation, there will be 850,000 Credent Shares issued and outstanding on a post-Consolidation basis.

 

Prior to closing of the Transaction, Credent will settle corporate indebtedness of $139,000 by issuing 347,500 post-Consolidation Credent Shares at a price of $0.40 per share (the " Debt Conversion ").

 

In conjunction with closing of the Proposed Transaction, Credent will also pay a finder's fee to Madale Investment Corp., an arm's length party, of 1,000,000 post-consolidation Credent Shares and 1,000,000 share purchase warrants subject to TSX Venture Exchange approval.  Each warrant will be exercisable at $0.40 per share for a period of two years from the date of issue.  The shares will be issued at a price of $0.40 per share for total value of $400,000 .

 

The Proposed Transaction is subject to certain customary conditions as well as:

 
    1. Shareholder approval of Good Gamer and no more than 5% of the shareholders of Good Gamer exercising dissent rights;
    2.  
    3. Completion of the RTO Offering;
    4.  
    5. Completion of the Consolidation by the Company;
    6.  
    7. Completion of the Debt Conversion by the Company;
    8.  
    9. Acceptance of the TSX Venture Exchange and, if applicable, consents or approvals from any other regulatory body;
    10.  
    11. No material adverse change of Good Gamer or the Company; and
    12.  
    13. The resignation of the current directors and officers of the Company and he appointment of the nominees of Good Gamer to the resulting issuer.
    14.  

The Proposed Transaction is an arm's length transaction in accordance with the policies of the TSX Venture Exchange and is not subject to the approval of the shareholders of the Company.  The Company is not required to obtain shareholder approval in connection with the Name Change and the Consolidation pursuant to the Articles of the Company and applicable corporate law.

 

No Non-Arm's Length Parties to Credent hold a director or indirect beneficial interest in the Target.  None of the Non-Arm's Length Parties to Credent are insiders of the Target.  There is no relationship between the Non-Arm's Length Parties to Credent and the Non-Arm's Length Parties to the Qualifying Transaction (as defined by the rules of the TSX Venture Exchange).

 

   Financing   

 

In conjunction with the Proposed Transaction, the Company completed a non-brokered private placement of 10,000,000 subscription receipts (a " Subscription Receipt ") at $0.40 per Subscription Receipt for total proceeds of $4,000,000 (the " RTO Offering ").

 

Each Subscription Receipt, prior to the closing of the Proposed Transaction, will automatically convert into one common share of the Good Gamer and one-half of one share purchase warrant of the Good Gamer (each a " Good Gamer Warrant "), with each whole Good Gamer Warrant exercisable into one common share of Good Gamer at an exercise price of $1.00 per share for a period of two years (the " Expiry Date "), for no additional consideration upon the satisfaction of certain escrow release conditions, including the conditional approval of the TSX Venture Exchange for the Proposed Transaction and satisfaction or waiver of all conditions precedent to the Transaction as set out in the Definitive Agreement.  The Expiry Date of the Good Gamer Warrants may be accelerated if the average closing price of the resulting issuer's common shares is equal to or greater than $1.65 per share for a period of 10 trading days.

 

The common shares to be issued on conversion of the Subscription Receipts will be subject to the following voluntary lockup:  33% will be free trading on the listing date, 33%will be subject to restrictions on resale for three months after the listing date; and 34% will be subject to restrictions on resale for six months after the listing date.  These voluntary restrictions will be in additional to any seed share resale restrictions or escrow restrictions, if applicable, under the policies of the TSX Venture Exchange.

 

In connection with the RTO Offering, Good Gamer will pay finders a fee of $188,455 and 411,137 Good Gamer Warrants exercisable at $1.00 for a period of one year from the date of issue.  The finders fees will be payable as follows: $165,455 to Haywood Securities Inc. and 411,137 share purchase warrants, $12,000 to Canaccord Genuity Corp., $8,000 to PI Financial Corp. and $4,000 to Leede Jones Gable Inc.  The finders are arm's length parties to the Company and Good Gamer.

 

The proceeds from the financing will be used for user and mobile game publisher acquisitions, enhancements to the Tournament Management Platform, acquiring new mobile games for the Tournament Management Platform and ongoing general and administrative expenses over the next twelve months.

 

   Post-Transaction Capital Structure   

 

Upon closing of the Proposed Transaction, the Company anticipates the following will be the issued and outstanding shares of the resulting issuer:

 
 
      
 

  Common Shares  

 
 

  -              42,611,588  

 
 

  Share Purchase Warrants  

 
 

  -              13,543,801  

 
 

  Stock Options  

 
 

  -              4,190,000  

 
 
 

   Directors and Officers of the Resulting Issuer   

 

On closing of the Proposed Transaction, the following will be directors and officers of the resulting issuer:

 

   Charlo Barbosa – Chairman, CEO and Director   

 

Mr. Barbosa is a serial entrepreneur, investor, and advisor focusing on tech startups. With 24 years of internet marketing experience, he is considered a pioneer in the industry and a legend in the gaming industry after taking Poker.com public 20 years ago. Mr. Barbosa successfully raised $4 million for Native Ads, of which he is the founder and COO, and has generated over $100 million in revenue since the company was founded in 2014. Mr. Barbosa serves as a strategic advisor for several tech companies utilizing his expertise in building platforms and online marketing.

 

    Adam Hudani – COO and Director   

 

Mr. Hudani has spent over 10 years operating at the forefront of online gaming, anti-fraud, and control operations. Prior to joining GoodGamer, Adam oversaw Casino, Sportsbook and Poker verticals for the GreySnow Group. Previous to this role, Adam held a senior management role for Choxi which was able to grow revenue to over $300M in 4 years' time. He started his gaming career as Fraud Supervisor for Full Tilt poker before moving into higher management roles with that organization.

 

    Zara Kanji – CFO   

 

Ms. Kanji is the Chief Financial Officer of Good Gamer and the proposed Chief Financial Officer of the Resulting Issuer. Zara is a founder of Zara Kanji & Associates. (est. 2004).  Zara is experienced in financial reporting compliance for venture listed companies, taxation, general accounting, financial reporting and value added advisory services for individuals, private and public companies. Zara has served as director and officer for venture listed issuers providing reporting compliance services for financing and acquisitions. Zara is a Member of the Chartered Professional Accountants of BC August 2003 (Previously Certified General Accountants).

 

    Keith Bussey – CTO   

 

Mr. Bussey is the Chief Technology Officer of Good Gamer and the proposed Chief Technology Officer of the Resulting Issuer. After 20 years in the online industry, Keith has built an impressive track record as a CTO who delivers results. A big fan of startup culture, no one thrives under pressure and enjoys a challenge more. With experience ranging from ecommerce (over $1 billion in sales) to dating (scaling a network of over 50M members) and everything in-between; Keith's true strength may lie in his ability to seamlessly bridge the business-tech gap.

 

   Howard Donaldson - Director   

 

Mr. Donaldson was formerly CFO & Partner of Vanedge Capital and the Vice-President and CFO of Electronic Arts Canada, prior to which he was VP of Studio Operations at Disney Interactive.  Mr. Donaldson also Co-founded Propaganda Games in 2005, which he later sold to Disney.  Mr. Donaldson also served as President of DigiBC, the provincial industry association for Digital Media, from 2011 to 2015 and is a Director of AMPD Ventures (CNSX: AMPD).

 

    Russ McMeekin      - Director   

 

Mr. McMeekin has over 25 years of experience in gaming & technology. He is served as President, CEO and a member of the Board of Progressive Gaming International. He also served as a member of the board of the American Gaming Association and the Canadian Gaming Association. In addition, he also currently serves as the CEO, President and co-founder of TSX Venture Exchange listed Universal mCloud. He previously served as the CEO of SCI Energy, Executive Chairman of Yokogawa Venture Group and held a variety of senior executive capacities at Honeywell International.

 

    Gurminder Sangha      - Director   

 

Mr. Sangha is proposed to be a director of the Resulting Issuer.  Mr. Sangha is experienced in the financial industry with a particular focus of providing advisory services to both private and publicly traded companies. Mr. Sangha is currently the CEO of First Energy Metals Ltd. and Director of TSX Venture listed Ineo Tech Corp.  He brings over 18 years of diverse experience related to financial management, business leadership, and corporate strategy. While serving as a board member of various publicly traded listed companies he has led initiatives related to corporate finance, business development, and corporate governance. Mr. Sangha holds a MBA from both Queens University and Cornell University .

 

    Kelly Pladson – Corporate Secretary   

 

Ms. Pladson has acted as Corporate Secretary and provided corporate governance and regulatory compliance services to many TSX Venture and CSE listed companies since 2009.  She will work closely with Good Gamer's management to maintain corporate records, managing the day to day operations of the company and ensuring the company's filings with the securities commissions and exchanges are accurately filed and in accordance with their deadlines. Prior to 2009, Ms. Pladson was an investment advisor's assistant for two years.

 

   Financial Information of Good Gamer   

 

The following summary financial information is derived from the unaudited financial statements of Good Gamer for the years ended December 31, 2020 and 2019 and the quarter ended March 31, 2021 .

 
 
                    
 

   Good Gamer Corp.   

 

   (Statement of Loss)   

 
 

   March 31, 2021   

 

   (Unaudited)
($)
 
 

 
 

   December 31, 2020   

 

   (Unaudited)
($)
 
 

 
 

   December 31, 2019   

 

   (Unaudited)
($)
 
 

 
 

   Revenue   

 
 

   1,584   

 
 

   14,453   

 
 

   3,421   

 
 

   Gross Profit   

 
 

   (34,323)   

 
 

   (51,057)   

 
 

   2,345   

 
 

   Operating Expenses   

 
 

   807,485   

 
 

   2,262,882   

 
 

   386,182   

 
 

   Net Loss   

 
 

   841,181   

 
 

   2,287,657   

 
 

   385,129   

 
 
 

 

 
 
                        
 

   Good Gamer Corp.   

 

   (Balance Sheet)   

 
 

   March 31, 2021   

 

   (Unaudited)   

 

   ($)   

 
 

   December 31, 2020   

 

   (Unaudited)   

 

   ($)   

 
 

   December 31, 2019   

 

   (Unaudited)   

 

   ($)   

 
 

   Current Assets   

 
 

   4,717,012   

 
 

   1,314,410   

 
 

   106,420   

 
 

   Total Assets   

 
 

   5,989,470   

 
 

   2,583,462   

 
 

   1,210,680   

 
 

   Current liabilities   

 
 

   841,576   

 
 

   646,161   

 
 

   414,189   

 
 

   Total liabilities   

 
 

   896,269   

 
 

   699,241   

 
 

   460,943   

 
 

   Shareholders' Equity
(deficit)
 
 

 
 

   5,903,201   

 
 

   1,884,301   

 
 

   749,737   

 
 
 

   About Credent Capital Corp.   

 

The Company is a CPC within the meaning of the policies of the TSX Venture Exchange that has not commenced commercial operations and has no assets other than cash. The Company's common shares have been transferred to the NEX board of the TSX Venture Exchange, and it is contemplated that at the close of the Proposed Transaction, the Resulting Issuer's shares will be transferred to the TSX Venture Exchange as a Tier 2 issuer. Except as specifically contemplated in the CPC policies of the TSX Venture Exchange, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.

 

   About Good Gamer Corp.   

 

Good Gamer is a private British Columbia company whose principal business is operating its online Esports skill based real-money gaming tournament management platform (the "Tournament Management Platform") in Canada and the United States.  The Tournament Management Platform allows players to compete against other users for real prizes in skill-based casual mobile games.  All games on the Tournament Management Platform are one hundred percent (100%) skill based and do not involve random number generation elements.  Good Gamer anticipates that the Tournament Management Platform will represent at least ninety percent (90%) of its operations and revenue.

 

Previously, Good Gamer was focusing its resources in operating a fantasy sports app in India.  The management team of Good Gamer elected to shut down its fantasy sports operations in India due to lack of games in a regular cricket schedule, deposits averaging small amounts, high competition with other companies and an unstable economic landscape surrounding fantasy sports and Esports in India.  Further, the COVID-19 pandemic caused the largest cricket league in India to greatly suffer, which further exasperated Good Gamer's operations in India .

 

   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 RELEASE.   

 

Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and if applicable pursuant to TSX Venture Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

 

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

 

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release .  

 

   Cautionary Note Regarding Forward Looking Information   

 

  This news release contains statements about the Company's expectations regarding any proposed future Qualifying Transaction of the Company which are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. The forward-looking statements contained in this press release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.  

 

 Cision View original content: https://www.prnewswire.com/news-releases/credent-capital-and-good-gamer-provide-update-on-qualifying-transaction-301335943.html  

 

SOURCE Good Gamer Corp

 

 

 

 Cision View original content: https://www.newswire.ca/en/releases/archive/July2021/16/c5555.html  

 
 

News Provided by Canada Newswire via QuoteMedia

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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$22.5
Bonuses, promotional costs and free bets(2.0)(1.5)(6.7)(4.2)
Sub-total Gaming revenue8.06.127.318.3
Other revenue from managed services1.50.22.30.5
Revenue$ 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
 Dec 31,
2024 
 Dec 31,
2023 
 Dec 31,
2024 
 Dec 31,
2023 
Revenue$ 9,478$ 6,275$ 29,556$ 18,845
Cost of Revenues5,8684,16719,01313,317
Gross Margin3,6102,10810,5435,528
General and administrative expenses3,0334,45210,45312,277
 Profit/(Loss) before marketing and other expenses (1) 577(2,344)90(6,749)
Marketing5,2495,47215,45614,094
Loss before other expenses (1) (4,672)(7,816)(15,366)(20,843)
Other expenses(1,070)1493,6456,547
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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