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Jackpot Digital Inc. — Capital/Financing Update 2025
Apr 5, 2025
43301_rns_2025-04-04_485448e4-6dff-414f-b5d3-eae80023d9e9.pdf
Capital/Financing Update
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Form 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
JACKPOT DIGITAL INC.
Suite 575, 510 Burrard Street
Vancouver, BC, V6C 3A8
(the "Company" or "Jackpot")
Item 2. Dates of Material Change
March 27, 2025
Item 3. News Release
The News Release announcing the material change referred to in this report was issued and disseminated on April 1, 2025, via Newsfile Corp. and was filed on SEDAR.
Item 4. Summary of Material Change
The Company has entered into secured non-revolving lines of credit agreements with two separate lenders in the aggregate principal amount of up to US$4,000,000, subject to certain terms and conditions (the "LOC Agreements"). Under the LOC Agreements, the Company can draw advances from the LOC Agreements until January 1, 2027. All advances must be paid by December 31, 2028. All funds from the drawdowns will be used solely for the manufacturing and distribution of Jackpot Blitz® electronic table games ("ETGs").
In the event of default on the principal or interest payments under the LOC Agreements, the lenders may have the option to convert all or a portion of the outstanding principal and accrued interest in the capital of the Company, at a discounted market price determined on the date of the news release announcing the conversion.
The transaction is subject to the approval of the TSX Venture Exchange.
Item 5. Full Description of Material Change
5.1 Please see the Company’s News Release dated April 1, 2025, attached hereto as Schedule “A”.
5.2 Disclosure for Restructuring Transaction
Not applicable
Item 6. Reliance on subsection 7.1 (2) of National Instrument 51-102
Not applicable
Jackpot Digital Inc.
Suite 575, 510 Burrard Street
Vancouver, BC V6C 3A8
Tel: (604) 681-0204 Fax: (604) 681-9428
www.jackpotdigital.com email: [email protected]
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Item 7. Omitted Information
Not applicable
Item 8. Executive Officer
For further information, please contact Jake H. Kalpakian, President and CEO of the Company, at (604) 681-0204 ext. 6105.
Item 9. Date of Report
April 4, 2025
Jackpot Digital Inc.
Suite 575, 510 Burrard Street
Vancouver, BC V6C 3A8
Tel: (604) 681-0204 Fax: (604) 681-9428
www.jackpotdigital.com email: [email protected]
3
Schedule "A"
NEWS RELEASE
JACKPOT DIGITAL SIGNS LINES OF CREDIT TO MANUFACTURE MORE ELECTRONIC TABLE GAMES
Vancouver, British Columbia. April 1, 2025 – Jackpot Digital Inc. (the “Company” or “Jackpot”) (TSX-V: JJ) (TSX-V: JJ.WT.C) (US OTCQB: JPOTF) (Frankfurt Exchange: LVH3) announces that it has entered into secured non-revolving lines of credit agreements with two separate lenders in the aggregate principal amount of up to US$4,000,000, subject to certain terms and conditions (the “LOC Agreements”). Under the LOC Agreements, the Company can draw advances from the LOC Agreements until January 1, 2027. All advances must be paid by December 31, 2028. All funds from the drawdowns will be used solely for the manufacturing and distribution of Jackpot Blitz® electronic table games (“ETGs”).
In the event of default on the principal or interest payments under the LOC Agreements, the lenders may have the option to convert all or a portion of the outstanding principal and accrued interest in the capital of the Company, at a discounted market price determined on the date of the news release announcing the conversion.
President & CEO, Mr. Jake Kalpakian states, “This is a very significant milestone for the Company. The credit facility will enable us to increase our manufacturing capacity to expeditiously meet growing customer demand, and will also allow us to produce and distribute our ETGs in significantly much larger volumes than before.”
Any securities that may be issued in connection with the LOC Agreements will be subject to resale and transfer restrictions under applicable securities laws and regulations in Canada and the United States.
The LOC Agreements are subject to the approval of the TSX Venture Exchange.
About Jackpot Digital Inc.
A positive disruptor in the casino business, Jackpot Digital Inc. is a leading provider of electronic poker table games, offering innovative gaming solutions to casinos worldwide. The Company specializes in the development and deployment of dealerless multiplayer poker ETGs, providing operators with efficient, cost-effective, and revenue-generating alternatives to traditional live-dealer table games. Jackpot Digital is committed to enhancing the player experience and helping operators optimize their gaming offerings.
For more information on the Company, please contact Jake H. Kalpakian, President and CEO, at (604) 681-0204 ext. 6105, or visit the Company’s website at www.jackpotdigital.com.
On behalf of the Board of Jackpot Digital Inc.
“Jake H. Kalpakian”
Jake H. Kalpakian
President & CEO
Trading in the securities of the Company should be considered speculative.
The TSX Venture Exchange has neither approved nor disapproved the contents of this news release.
Jackpot Digital Inc.
Suite 575, 510 Burrard Street
Vancouver, BC V6C 3A8
Tel: (604) 681-0204 Fax: (604) 681-9428
www.jackpotdigital.com email: [email protected]
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 news release.
Certain statements contained herein are “forward-looking”. Forward-looking statements may include, among others, statements regarding Jackpot’s future plans, the obtaining of customary regulatory approvals, projected or proposed financings, costs, objectives, economic or technical performance, or the assumptions underlying any of the foregoing. In this News Release, words such as “may”, “would”, “could”, “will”, “likely”, “enable”, “feel”, “seek”, “project”, “predict”, “potential”, “should”, “might”, “objective”, “believe”, “expects”, “propose”, “anticipate”, “intend”, “plan”, “plans” “estimate”, and similar words are used to identify forward-looking statements. Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied. Although management believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, projections, and estimations, there can be no assurance that these assumptions, projections, or estimations are accurate. Readers, shareholders, and investors are therefore cautioned not to place reliance on any forward-looking statements as the plans, assumptions, intentions, or expectations upon which they are based might not occur.
Jackpot Digital Inc.
Suite 575, 510 Burrard Street
Vancouver, BC V6C 3A8
Tel: (604) 681-0204 Fax: (604) 681-9428
www.jackpotdigital.com email: [email protected]