NORTHSTAR GAMING ANNOUNCES CLOSING OF SECOND TRANCHE PRIVATE PLACEMENT OFFERING OF SUBSCRIPTION RECEIPTS FOR GROSS PROCEEDS OF $1.055 MILLION

NorthStar Gaming Inc. (" NorthStar " or " NSG " or the " Company ") has completed a second tranche of its offering (the "Offering") of subscription receipts (the " Subscription Receipts ") by issuing a further 2,110,000 Subscription Receipts at a price of $0.50 per Subscription Receipt for gross proceeds of $1,055,000 (the "2nd Tranche"). NorthStar has now issued a total of 10,150,000 Subscription receipts for gross proceeds of $5,075,000 . This is in addition to the previously announced subscription by Torstar Corporation of 50,000 preferred shares in NorthStar for gross proceeds of $5,000,000 ( the " Torstar Investment " ). NorthStar has raised $10,075,000 in connection with the Offering (inclusive of the Torstar Investment) . The Company may close additional tranches of the Offering.

The Offering was led by Canaccord Genuity Corp. and Paradigm Capital Inc. (the "Co-Lead Agents") along with Eight Capital Inc., Cormark Securities Inc. and Echelon Capital Markets (collectively, the "Agents"). In connection with the 2nd Tranche, the Agents received: (i) a cash commission of $63,300 (the "Cash Commission"), which will be payable upon the satisfaction of the escrow release conditions described in Baden Resources Inc's (CSE:BDN) (" Baden ") September 15, 2022 , press release, and (ii) 126,600 broker warrants on the same terms as described in Baden's September 15, 2022 press release.

Upon the satisfaction of certain escrow release conditions customary for this type of transaction (the " Escrow Release Conditions "), each Subscription Receipt will, pursuant to its terms and pursuant to the Proposed Transaction, result in the holder thereof being issued, for no additional consideration and without any further action by its holder, one post-consolidation (following a consolidation of Baden's outstanding common shares on a 3.333333:1 basis) common share of the Resulting Issuer (a " Resulting Issuer Share "). The gross proceeds of the Offering (less all of the Agents' expenses incurred before the First Closing) will be held in escrow by Odyssey Trust Company (the " Escrow Agent ") and invested pursuant to the terms of a subscription receipt agreement. If the Escrow Release Conditions are not satisfied prior to 5:00 p.m. (EST) on January 6, 2023 (the "Escrow Deadline"), the Escrow Agent will return to holders of Subscription Receipts an amount equal to the aggregate Offering Price of the Subscription Receipts held by them and their pro rata portion of any interest earned thereon. The net proceeds from the Offering are intended to be used for marketing and other costs of developing the business of NorthStar.

Full details about the Resulting Issuer, including financial information and details on the management and directors, will be included in the disclosure document prepared in connection with the application to list on the TSX Venture Exchange and will be available for review under Baden's profile at www.sedar.com .

NorthStar Gaming proudly owns and operates NorthStar Bets, a made-in-Ontario casino and sportsbook gaming platform that provides players with a uniquely local, premier user experience. The NorthStar Bets sportsbook provides real time news, stats, analysis and scores directly in the betting environment along with the most popular online casino games.

A Canadian company, NorthStar Gaming is uniquely positioned to become a convergence leader in the intersection of sports media and sports wagering thanks to its partnerships and agreements with leading media companies. NorthStar Gaming is committed to operating at the highest level of responsible gaming standards and to ensuring local players' entertainment dollars stay in the province of Ontario and other regulated jurisdictions as they develop.

This communication contains "forward-looking information" within the meaning of applicable securities laws in Canada . Forward-looking information may relate to future events or future performance of NSG. All statements in this communication, other than statements of historical facts, with respect to NSG's objectives and goals, as well as statements with respect to its beliefs, plans, objectives, expectations, anticipations, estimates, and intentions, are forward-looking information. Specific forward-looking statements in this communication include, but are not limited to: expectations regarding certain of NSG's future results and information, including, among other things, revenue, expenses, revenue growth, capital expenditures, and operations; risk factors relating to national or international economies (including the impact of COVID-19), and other risks present in the jurisdictions in which NSG, its customers, its partners, and; statements with respect to expected use of cash balances; continuation of prudent management of working capital; source of funds for ongoing business requirements and capital investments; expectations regarding sufficiency of the allowance for uncollectible accounts; analysis regarding sensitivity of the business to changes in exchange rates; impact of recently adopted accounting pronouncements; risk factors relating to intellectual property protection and intellectual property litigation; and, expectations concerning any remediation efforts to NSG's design of its internal controls over financial reporting and disclosure controls and procedures. Often, but not always, forward-looking information 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 information. NSG believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this discussion and analysis should not be unduly relied upon. Information contained in forward-looking statements in this communication is provided as of the date hereof and NSG disclaims any obligation to update any forward-looking statements, whether as a result of new information or future events or results, except to the extent required by applicable securities laws.

SOURCE NorthStar Gaming Inc.

View original content: https://www.newswire.ca/en/releases/archive/October2022/06/c9399.html