NorthStar Gaming Announces Results of Annual Meeting and Grant of Equity Incentive Awards

Rhea-AI Summary

NorthStar Gaming Holdings announced the results of its annual general meeting held on May 26, 2025, where shareholders re-elected all director nominees and reappointed KPMG LLP as auditors. The company also approved amendments to its omnibus equity compensation plan and granted significant equity incentive awards. These include 3,932,500 stock options at $0.06 per share with a 5-year expiry and 3-year vesting period, 6,000,000 RSUs vesting over three years, and 2,454,545 DSUs granted to non-executive directors that vest immediately but can only be redeemed upon departure from the board. All equity grants are subject to TSX Venture Exchange approval.

Positive

• Grant of significant equity incentives aligns management and employee interests with shareholders
• Implementation of comprehensive compensation structure through options, RSUs, and DSUs
• Immediate vesting of DSUs for non-executive directors promotes retention

Negative

• Potential dilution from the issuance of nearly 12.4 million new equity instruments
• Low exercise price of $0.06 for stock options suggests current stock price challenges

Toronto, Ontario--(Newsfile Corp. - June 2, 2025) - NorthStar Gaming Holdings Inc. (TSXV: BET) (OTCQB: NSBBF) ("NorthStar" or the "Company") today announced the results of voting at its annual general and special meeting of shareholders held on May 26, 2025 (the "Meeting"). The Company also announced that its Board of Directors has approved the grant of equity incentive awards in the form of stock options, restricted share units ("RSUs") and deferred share units ("DSUs") pursuant to the Company's Equity Incentive Plan.

Each of the director nominees listed in the Company's management information circular dated April 23, 2025 (the "Circular") were re-elected as directors of the Company, including Vic Bertrand, Brian Cooper, Alex Latner, Dean Macdonald, Chris McGinnis, Michael Moskowitz, Sylvia Prentice, and Barry Shafran.

The shareholders of the Company approved the re-appointment of KPMG LLP as the auditors of the Company for the ensuing year and authorized the board of directors to fix their remuneration and terms of engagement.

At the Meeting, the shareholders of the Company approved certain amendments to the Company's omnibus equity compensation plan (the "Plan"), in accordance with the TSX Venture Exchange rules and policies. A copy of the Plan is attached as an appendix to the Circular, which is available on the Company's SEDAR+ profile at www.sedarplus.ca.

Stock Options

The Company has granted options to acquire up to 3,932,500 common shares of the Company to certain of its employees, consultants, and officers. The options have an exercise price of $0.06 per common share and expire in five years. The options vest annually in equal tranches over a period of three (3) years.

RSUs

The Company has granted an aggregate of 6,000,000 RSUs pursuant to the Plan to certain of its employees, consultants, and officers. The RSUs vest annually in equal tranches over a period of three (3) years.

DSUs

The Company has granted an aggregate of 2,454,545 DSUs pursuant to the Plan to non-executive directors of the Company in lieu of cash compensation for their services to date. The DSUs vest immediately and may only be redeemed upon a holder ceasing to be a director of the Company.

The grant of stock options, RSUs and DSUs remain subject to the approval of the TSX Venture Exchange.

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 Toronto Stock Venture Exchange 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 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

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 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.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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/254120

FAQ

What equity incentives did NorthStar Gaming (NSBBF) announce in June 2025?

NorthStar Gaming announced 3,932,500 stock options at $0.06 per share, 6,000,000 RSUs, and 2,454,545 DSUs, all subject to TSX Venture Exchange approval.

What is the vesting schedule for NorthStar Gaming's 2025 stock options and RSUs?

Both the stock options and RSUs vest annually in equal tranches over a three-year period.

What is the exercise price and expiry of NSBBF's 2025 stock options?

The stock options have an exercise price of $0.06 per common share and expire in five years.

How do the DSUs granted by NorthStar Gaming in 2025 work?

The DSUs vest immediately but can only be redeemed when a director ceases to serve on the company's board.

Who was re-elected to NorthStar Gaming's board in the 2025 annual meeting?

Eight directors were re-elected: Vic Bertrand, Brian Cooper, Alex Latner, Dean Macdonald, Chris McGinnis, Michael Moskowitz, Sylvia Prentice, and Barry Shafran.