“This injection of capital will support our growth as we continue to deliver improved financial performance, evidenced most recently in our third quarter 2024 results,” said Michael Moskowitz, Chair and CEO of NorthStar.
The issuance of the Note constitutes a “related party transaction” within the meaning of TSX Venture Exchange (“TSXV”) Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), as Playtech plc or its affiliates have control or direction over securities of the Company carrying more than 10% of the voting rights attached to the Company’s outstanding voting securities. In respect of such “related party transaction”, the Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) (Issuer Not Listed on Specified Markets) and 5.7(1)(f) (Loan Negotiated on Reasonable Commercial Terms with No Equity or Voting Component) of MI 61-101. A material change report was not filed by the Company at least 21 days before the closing of the Note offering, as the Company was required to sign and close expeditiously. In the view of the Company, this approach is reasonable in the circumstances. The Note offering was approved by all of the independent directors of the Company.
The Note offering is in addition to two previous short-term financing transactions between the Company and Playtech plc, as announced on April 25, 2024 and September 13, 2024, respectively. Following completion of the Note offering, the total aggregate principal amount loaned to the Company and payable to Playtech plc pursuant to such transactions is $9.5 million.
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 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 press release.
Cautionary Note Regarding Forward-Looking Information and Statements
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.
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