Baden Announces Letter of Intent With NorthStar Gaming

VANCOUVER, British Columbia, June 20, 2022 (GLOBE NEWSWIRE) — Baden Resources Inc. (CSE: BDN) (Baden” or the “Company“) announces that it has entered into a non-binding letter of intent (the “LOI“) with NorthStar Gaming Inc. (“NorthStar“) with respect to a proposed reverse takeover of Baden by NorthStar (the “Proposed Transaction“). NorthStar owns and operates NorthStar Bets, a made-in-Ontario casino and sportsbook gaming platform.

In connection with the Proposed Transaction, it is proposed that Baden would acquire, pursuant to a three-cornered amalgamation or other structure mutually agreed by the parties, all of the outstanding shares of NorthStar in exchange for shares of Baden. Prior to completion of the Proposed Transaction, Baden would complete a share consolidation (at a ratio to be determined) and NorthStar would complete an offering of subscription receipts (the “Concurrent Offering“).

Completion of the Proposed Transaction remains subject to a number of conditions, including the negotiation of definitive documentation by June 27, 2022, the receipt of any required regulatory approvals and completion of the Concurrent Offering. It is also a condition to completion of the Proposed Transaction that Baden delist from the CSE and obtain conditional approval to list on the TSX Venture Exchange. There is no assurance that the Proposed Transaction will be completed on the terms set out in the LOI, or at all.

About NorthStar Gaming

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.

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, completion of the Proposed Transaction and terms thereof. These statements are based on the Company’s assumption that parties will be able to negotiate definitive documentation and all conditions to closing will be satisfied, including the completion of the Concurrent Offering and approval to list on the TSX Venture Exchange. 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, uncertainties and assumptions including, the risk that the parties will not be able to negotiate definitive documentation, the risk that Concurrent Offering will not be completed and the risk that approval to list on the TSX Venture Exchange will not be obtained. 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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