Baden Announces First Closing of Private Placement Offering of Northstar Gaming Subscription Receipts for Gross Proceeds of $4.020 Million

VANCOUVER, British Columbia, Sept. 15, 2022 (GLOBE NEWSWIRE) — Baden Resources Inc. (CSE: BDN) (Baden” or the “Company“) is pleased to announce that further to its press release dated June 30, 2022 where it announced that it had entered into a business combination agreement (the “Business Combination Agreement”) with NorthStar Gaming Inc. (“NorthStar”) pursuant to which, among other things, NorthStar will complete a “reverse takeover” of the Company (the “Proposed Transaction“) following which, the resulting company (the “Resulting Issuer“) will operate the business of NorthStar., NorthStar has completed a first closing (the “First Closing”) of its offering (the “Offering”) of up to 30,000,000 subscription receipts (the “Subscription Receipts”) by issuing 8,040,000 Subscription Receipts at a price of $0.50 per Subscription Receipt (the “Offering Price”) for gross proceeds of $4,020,000. Concurrently with the First Closing, Torstar Corporation completed a subscription for a further 50,000 preferred shares in NorthStar (the “Preferred Shares”) for gross proceeds of $5,000,000. The Offering remains open and a further closing is anticipated in September.

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”).

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.

In connection with the Offering, the Agents received: (i) a cash commission of $241,200 (the “Cash Commission“), which will be payable upon the satisfaction of the Escrow Release Conditions, and (ii) broker warrants (the “NorthStar Broker Warrants“) of NorthStar that will, upon conversion into broker warrants of the Resulting Issuer pursuant to the Proposed Transaction, entitle the holder to acquire at the Offering Price 482,400 Resulting Issuer Shares at any time on or prior to the second anniversary of the closing date of the Proposed Transaction.

About NorthStar Gaming

NorthStar Gaming 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. Additional information on NorthStar is available at www.northstargaming.ca.

ON BEHALF OF THE COMPANY

Howard Milne, Chief Executive Officer

For further information, please contact Howard Milne, CEO at 604-377-8994 email [email protected]

Cautionary Statements Regarding Forward Looking Information

This press release may contain “forward-looking information or statements” within the meaning of Canadian securities laws. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. In this press release, forward-looking information relates to, among other things, satisfaction of the Escrow Release Conditions, completion of a further closing of the Offering and the future business prospects of NorthStar. These statements are based on the Company’s assumption that NorthStar will be successful in locating suitable investors for a further closing offering of Offering and that NorthStar and the Company will be able to satisfy the Escrow Release Conditions. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ from those in the forward-looking statements. Such forward-looking information reflects the Company’s views with respect to future events and is subject to risks and uncertainties including the risk that the NorthStar will not be able to locate suitable investors for a further tranche Offering and the risk that NorthStar and the Company will not be able to satisfy the Escrow Release Conditions. The business of NorthStar is subject to various substantial risks, uncertainties and other factors that could cause its actual results, performance, and achievements to differ materially from those expressed in, or implied by, these statements. Certain of these risks, uncertainties and other factors include: risks relating to mistaken forecasts of industry growth potential, risks relating to NorthStar’s ability to achieve its projected milestones, general economic conditions may adversely affect its growth and profitability, magnitude and duration of the impact of the COVID-19 pandemic on general economic conditions, capital markets, unemployment, consumer spending and the Resulting Issuer’s liquidity, financial condition, operations and personnel, changes in business, industry, economic and capital market conditions, intellectual property infringement risk, reliance on management and dependence on key personnel, changes in legislation on a federal and local level, uninsurable risks, failure to leverage media opportunities effectively, increases in the NorthStar’s customer acquisition costs, failure to maintain or build strategic relationships, its service providers and partners, the timing, cost and expected impact of product and technology investments; risks relating to operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions, future legislative and regulatory developments, the inability to access sufficient capital on favourable terms, NorthStar’s limited operating history, failure to receive required third party or regulatory approvals, the inability of NorthStar’s to fund it’s short and long term business development strategies, litigation risk, competition, currency and interest rate fluctuations, and other risks. Forward-looking statements in this press release are expressly qualified in their entirety by this cautionary statement. The Company does not undertake to update forward-looking statements or forward-looking information, except as required by law.

Neither Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this release.


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