Mr. Corey Goodman reports

NORTHSTAR ANNOUNCES FAILURE-TO-FILE CEASE TRADE ORDER, POSTPONEMENT OF ANNUAL MEETING AND WITHDRAWAL OF AUDITOR'S REPORT

The Ontario Securities Commission (OSC) has issued a failure-to-file cease trade order (FFCTO) pursuant to National Policy 11-207, Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions, against Northstar Gaming Holdings Inc. as a result of the company's inability to file its: (i) audited annual financial statements for the year ended Dec. 31, 2025; (ii) management's discussion and analysis relating to the audited annual financial statements for the year ended Dec. 31, 2025; and (iii) chief executive officer and chief financial officer certifications of the foregoing filings, as required by National Instrument 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings. The company also announced that its independent auditor has informed the company that, effective May 6, 2026, it is withdrawing its report, dated May 14, 2025, on the company's consolidated financial statements as at Dec. 31, 2024, Dec. 31, 2023, and Jan. 1, 2023, and for the years ended Dec. 31, 2024, and Dec. 31, 2023. As a result, the audit report should no longer be relied upon.

The company had applied for a management cease trade order (MCTO) due to anticipated delays in its required filings. However, the application for an MCTO was declined by the OSC on the basis that the company was unable to demonstrate to the OSC that the required filings would definitely be filed within two months.

The delay in the required filings is attributable to the company's auditor stating that it requires additional time to complete certain audit procedures following its request for a new form of system and organization controls (SOC) report from one of the company's material technology vendors, together with the additional time required for the vendor to prepare and deliver the new SOC report. In connection with this process, the auditor has informed the company that its decision to withdraw the audit report is based on its view, which is not shared by the company, that, in the absence of an assessment over the tools supporting player account management software, it is unable to place reliance on independent testing procedures or the vendor's SOC report.

The company firmly rejects the auditor's position and maintains that the vendor's SOC report is reliable and confirms that appropriate processes and controls are in place to ensure data integrity. The company further maintains that the financial statements continue to fairly present, in all material respects, the financial position and results of operations of the company for the respective periods.

Notwithstanding the foregoing, the company is working with the vendor to address the matters raised by the auditor, including facilitating the preparation and delivery of the requested SOC report. Further updates, to the extent material, will be provided as they become available.

The FFCTO prohibits the trading by any person of all securities of the company in each jurisdiction in Canada for so long as the FFCTO remains in effect. However, the FFCTO provides an exception for beneficial securityholders of the company who are not currently (and who were not as of May 6, 2026) insiders or control persons of the company and who sell securities of the company acquired before May 6, 2026, if both of the following conditions are satisfied:

• The sale is made through a foreign organized regulated market, as defined in Section 1.1 of the Universal Market Integrity Rules of the Canadian Investment Regulatory Organization;
• The sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation.

The FFCTO will remain in effect until the required filings are filed. Provided that the required filings are made within 90 days of the date of the FFCTO, such filings would constitute an application to the OSC for revocation of the FFCTO, assuming remediation of matters related to the audit report has been completed at such time. The company will issue a news release at such time as the required filings are completed and with respect to the status of the FFCTO, as and when appropriate.

In light of the FFCTO, the delay in the required filings and the withdrawal of the audit report, the company has determined to postpone its annual general and special meeting of shareholders previously scheduled for May 25, 2026. The company will issue a notice of meeting and announce a new meeting date once determined, which is expected to occur following remediation of matters related to the audit report, filing of the required filings and refiling of the financial statements, as may be amended or restated, and the revocation of the FFCTO.

About Northstar Gaming Holdings Inc.

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. The company's 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 TSX Venture Exchange under the symbol BET and in the United States on the OTCQB under the symbol NSBBF.

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