NorthStar Gaming Inc. entered a non-binding letter of intent to acquire Baden Resources Inc. (CSE: BDN) in a reverse merger transaction on June 20, 2022. NorthStar Gaming Inc. entered into an agreement to acquire Baden Resources Inc. (CSE: BDN) in a reverse merger transaction on June 29, 2022. 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. Pursuant to the agreement, all NorthStar Common Shares outstanding following the NorthStar Share Split (the "Post-Split NorthStar Common Shares") will be exchanged for common shares of Baden on a one-for-one basis and the NorthStar Preferred Shares will be exchanged on a one-for-one basis for preferred shares of Baden. In addition, all of the outstanding convertible securities of NorthStar shall cease to represent a right to acquire Post-Split NorthStar Common Shares and shall instead provide the right to acquire Baden common shares on a one-for-one basis post-Consolidation. It is a condition to completion of the deal that Baden complete a consolidation of its outstanding common shares on a 3.333333:1 basis (the "Consolidation") and that NorthStar complete an offering of up to 30 million subscription receipts (the "Subscription Receipts") at a price of CAD 0.50 per Subscription Receipt or up to 34.5 million Subscription Receipts if the agent's over-allotment option is exercised (the "Concurrent Offering"). As of September 15, 2022, NorthStar has completed a first closing (the “First Closing”) of its offering (the “Offering”) of up to 30 million subscription receipts (the “Subscription Receipts”) by issuing 8.04 million Subscription Receipts at a price of CAD 0.50 per Subscription Receipt (the “Offering Price”) for gross proceeds of CAD 4.02 million. During December 2022, NorthStar completed its previously announced financing for gross proceeds of CAD 12,250,000. Following completion of the deal, the resulting company will operate the business of NorthStar and shall amalgamate with a wholly owned subsidiary of Baden and the resulting amalgamated company will be a wholly owned subsidiary of Baden.

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, satisfactory due diligence by both parties, Baden shareholders approval 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. As of November 23, 2022, the shareholders of Baden has approved the deal. As of March 1, 2023, Baden Resources Inc. has voluntarily delisted from the Canadian Securities Exchange and received conditional approval to list on the TSX Venture Exchange following completion of the proposed transaction. The transaction is expected to close January 2023. As of February 8, 2023, the transaction is expected to close on February 28, 2023. Baden and NorthStar have agreed to amend the terms of their business combination to extend the outside date for completion of the Proposed Transaction to March 8, 2023. Odyssey Trust Company acted as transfer agent and registrar to Baden Resources.

Northstar Gaming Inc. completed the acquisition of NorthStar Gaming Holdings Inc. in a reverse merger transaction on March 1, 2023.