Most recently Baden Resources Inc. and the Ontario brand NorthStar Gaming announced that the two have entered a business combination agreement. This deal was made public on June 29, 2022, and it would allow NorthStar Gaming to complete a reverse takeover of Baden Resources. Now, the gaming company will merge with a subsidiary of Baden, and become its wholly-owned subsidiary.
NorthStar Gaming is a recently launched Ontario-based gaming and sportsbook operator which owns and runs NorthStar Bets. The sportsbook boasts an immense variety of offerings, including real-time news, stats, analysis, and scores directly from the games. In addition to that, the app is also complemented by the most popular iGaming titles from the industry.
The Agreement
The business combination agreement regulated, that the two companies will execute a three-cornered amalgamation. Through this, NorthStar Gaming will merge with a wholly-owned subsidiary of the other and the resulting body will be a wholly-owned subsidiary of Baden Resources. However, the deal is not yet finalized, as both parties need а completion of satisfactory due diligence.
Currently, the gaming brand has voting and non-voting common shares as well as preferred shares outstanding. Before the merger, it is anticipated that all of the outstanding Common Shares will be subdivided on a one for 736.68 basis. After the completion of the agreement and the split, the Common Shares outstanding will be exchanged for common shares of Baden on a one-for-one basis.
One of the conditions of the agreement is for Baden Resources to complete a consolidation of its outstanding common shares on a 3.333333:1 basis. While the gaming operator executes an offering of up to 30,000,000 Subscription Receipts at a price of CA$0.50 per Subscription receipt or up to 34,500,000 Subscription Receipts if the agent’s over-allotment option is in play.
As already mentioned, the transaction will be fully completed after both parties complete satisfactory due diligence, receipt of any required regulatory approvals, and completion of the Concurrent Offering. In addition to that, Baden must also delist from the Canadian Security Exchange and for the Canadian sportsbook to obtain approval to list on the TSX Venture Exchange.
Joining Ontario’s Sector
Despite being a relatively new gaming brand, NorthStar Gaming has managed to acquire a license in Ontario’s new and regulated iGaming and sports wagering market. The company has been given the green light to join by the Alcohol and Gaming Commission of Ontario, and on May 10, 2022, it went live in the jurisdiction. Now, its state-of-the-art NorthStar Bets app is available to play for eligible locals.
Later in June, the company also announced a collaboration with international gaming technology provider Playtech. Through this partnership, the iGaming supplier will power up the Ontario company’s brand in the local market. It has already integrated its IMS platform, Casino, and Live Casino verticals on the app, and later this year, it will also integrate its Poker products.
Source: “Baden Announces Definitive Agreement With NorthStar Gaming to Complete Reverse Takeover”, GlobeNewswire, June 30, 2022
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