NorthStar Gaming Announces Delay of Annual Filings

Rhea-AI Summary

NorthStar Gaming has announced a delay in filing its annual financial statements for the year ended December 31, 2024. The company will miss the April 30, 2025 deadline and expects to file by May 15, 2025.

The delay stems from an audit issue involving payment service providers' fees. The company discovered that its payment processor had deducted additional merchant fees from daily remittances without proper documentation, identified during year-end reconciliation. This requires a restatement of certain amounts from the previous fiscal year.

As a result, NorthStar is applying for a Management Cease Trade Order (MCTO) from the Ontario Securities Commission. If granted, this would restrict trading by company officers and directors but not affect general public trading. If denied, a broader cease trade order could halt all trading on the TSX Venture Exchange. The company will provide bi-weekly status updates and has postponed its Q4 and Year-End 2024 Earnings Webinar.

Positive

• None.

Negative

• Delayed filing of 2024 annual financial statements beyond regulatory deadline
• Restatement required for 2023 financial statements due to payment processor fee discrepancies
• Potential management cease trade order (MCTO) restricting executives from trading
• Risk of complete trading halt if CTO is issued instead of MCTO
• Q4 and Year-End 2024 Earnings Webinar postponed indefinitely

Toronto, Ontario--(Newsfile Corp. - April 29, 2025) - NorthStar Gaming Holdings Inc. (TSXV: BET) (OTCQB: NSBBF) ("NorthStar" or the "Company") today announces an anticipated delay in the filing of its annual audited financial statements, management's discussion and analysis and related certifications for the financial year ended December 31, 2024 (collectively, the "Annual Filings"). The Company does not expect to file its Annual Filings by the regular filing deadline of April 30, 2025, as required, due to an unanticipated delay relating to the audit of the Annual Filings. The Company is working diligently with its auditor to finalize the Annual Filings and expects to file the Annual Filings no later than May 15, 2025.

Primarily, certain amounts owed by the Company's payment service providers for the prior fiscal year are being restated. The payment processor deducted additional merchant fees from the daily remittances to the Company without adequate backup information. These additional fees were identified as part of the year-end reconciliation of the amount due from the payment processor.

The Company intends to file its Annual Filings along with the restated 2023 comparative information.

As a result of the delay, the Company is in the process of making an application to the Ontario Securities Commission, as its principal regulator, under National Policy 12-203 - Management Cease Trade Orders ("NP 12-203") requesting the issuance of a management cease trade order ("MCTO"). The issuance of a MCTO would not generally affect the ability of persons who are not officers or directors of the Company to trade in the Company's securities. There is no guarantee that a MCTO will be granted. If the MCTO is granted, the MCTO will prohibit the chief executive officer, the chief financial officer, and possibly the directors or other officers of the Company from trading in securities of the Company for so long as the Annual Filings are not filed. However, if the MCTO is not granted, it is expected that the Ontario Securities Commission will issue a "failure-to-file" cease trade order ("CTO"), resulting in a halt in trading of the Company's shares on the TSX Venture Exchange ("TSXV"). If the CTO is made, it will remain in place until such time as the Annual Filings are filed by the Company.

The Company confirms that it will satisfy the provisions of the alternative information guidelines under NP 12- 203 by issuing bi-weekly default status reports in the form of news releases so long as it remains in default of filing the Annual Filings.

NorthStar also confirms there have been no undisclosed material business developments, since its most recent news release on April 24, 2025, that have not been otherwise disclosed by the Company by way of news release. Further to the April 24, 2025 announcement, the Company is postponing its Q4 and Year-End 2024 Earnings Webinar, and will announce revised details when the Annual Filings have been filed.

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.

NorthStar is listed in Canada on the TSXV under the symbol BET and in the United States on the OTCQB under the symbol NSBBF. For more information on the company, please visit: www.northstargaming.ca.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the 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.

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, and the timing of the release of the Company's financial results. The foregoing is 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.com. 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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/250221

FAQ

Why is NorthStar Gaming (NSBBF) delaying its 2024 annual financial filings?

NorthStar Gaming is delaying its 2024 annual filings due to an audit delay related to payment processor fees. The company discovered that payment service providers deducted additional merchant fees without proper documentation, requiring restatement of certain amounts from 2023.

When will NorthStar Gaming file its delayed 2024 annual report?

NorthStar Gaming expects to file its delayed 2024 annual financial statements no later than May 15, 2025, missing the original April 30, 2025 deadline.

What happens to NSBBF stock trading during the financial filing delay?

If granted a management cease trade order (MCTO), only company officers and directors will be restricted from trading. If denied, a cease trade order (CTO) will halt all NSBBF stock trading on the TSX Venture Exchange until annual filings are submitted.

How will NorthStar Gaming update investors during the filing delay period?

NorthStar Gaming will issue bi-weekly default status reports through news releases until the annual filings are completed. The company has also postponed its Q4 and Year-End 2024 Earnings Webinar.

What financial issues caused NorthStar Gaming's 2024 filing delay?

The delay stems from payment processor reconciliation issues, where additional merchant fees were deducted from daily remittances without proper documentation, requiring restatement of 2023 comparative information.