Jackpot Digital : Q4 December 31, 2023 MDA

Form 51-102F1

JACKPOT DIGITAL INC.

Management's Discussion & Analysis

Audited Financial Statements for the

Year Ended December 31, 2023

The following discussion and analysis of the financial condition and financial position and results of operations of Jackpot Digital Inc. (the "Company" or "Jackpot") should be read in conjunction with the annual audited consolidated financial statements for the years ended December 31, 2023 and 2022 and the notes thereto. These consolidated financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The Company's consolidated financial statements are expressed in Canadian (CDN) Dollars which is the functional currency of the company and its subsidiaries. All amounts in this MD&A are in CDN dollars unless otherwise stated.

The Company's common shares trade on the TSX Venture Exchange ("TSX-V") under the symbol "JJ" and on the OTCQB under the trading symbol "JPOTF". A certain number of the Company's warrants trade on the TSX-V under the symbols "JJ.WT.B" and "JJ.WT.C". The Company's common shares are also listed for trading on the Frankfurt Exchange under the symbol "LVH3".

The following information is prepared as of April 29, 2024.

The Company is a reporting issuer in the Provinces of British Columbia and Alberta and files all public documents on www.sedarplus.ca.

Forward-Looking Statements

Certain statements contained herein are "forward-looking" and are based on the opinions and estimates of management, or on opinions and estimates provided to and accepted by management. Forward-looking statements may include, among others, statements regarding future plans, costs, projections, objectives, economic performance, or the assumptions underlying any of the foregoing. In this MD&A, words such as "may", "would", "could", "will", "likely", "enable", "feel", "seek", "project", "predict", "potential", "should", "might", "hopeful", "objective", "believe", "expect", "propose", "anticipate", "intend", "plan", "estimate", "optimistic" and similar words are used to identify forward-looking statements. Forward-looking statements are subject to a variety of significant 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 in this MD&A as the plans, assumptions, intentions, estimations, projections, expectations or factors upon which they are based might vary or might not occur. The forward-looking statements contained in this MD&A are made as of the date of this MD&A, and are subject to change after such date. The Company undertakes no obligation to update or revise any forward-looking statements, except in accordance with applicable securities laws.

Overview

The principal business of Jackpot is the developing and marketing of dealerless electronic table games ("ETGs") to casino operators. The Company's flagship dealerless poker product, Jackpot Blitz®, is a digital 'smart table' which brings the social benefits of multiplayer casino games such as poker, blackjack and baccarat, into the digital era.

The financial statements of the Company's wholly-owned subsidiaries, Jackpot Digital (NV), Inc. (incorporated in the USA), and Touché Capital Inc. (incorporated in British Columbia) are included in the

JACKPOT DIGITAL INC.

Form 51-102F1 - Management's Discussion & Analysis

For the year ended December 31, 2023

consolidated financial statements from the date that control commenced to the date of disposal or dissolution.

The Company's office is located at Suite 575 - 510 Burrard Street, Vancouver, BC, Canada, V6C 3A8. The Company's warehouse is located at 4664 Lougheed Hwy, Unit W030, Burnaby, BC, Canada, V5C 5T5.

The Company's registered office is at Suite 3200 - 650 West Georgia Street, Vancouver, BC V6B 4P7.

The Company's audit committee consists of Messrs. Neil Spellman (Chairman), Gregory McFarlane and Alan Artunian.

The Company's registrar and transfer agent is Computershare Investor Services Inc. located at 3rd Floor, 510 Burrard Street, Vancouver, BC, Canada, V6C 3B9.

Selected Annual Information

Selected annual information from the audited consolidated financial statements for the three years ended December 31, 2023, 2022 and 2021 is shown in the following table:

	2023	2022	2021
Total Revenues	$ 2,062,107	$1,431,220	$419,749
Total COGS	364,812	364,297	220,620
Total Operating and Other	5,303,673	6,189,975	6,754,168
Expenses
Deferred Income Tax
Recovery	328,182	-	-
Net loss and
Comprehensive Loss	(3,278,196)	(5,123,052)	(6,555,039)
Weighted Average	132,262,150	108,254,779	70,695,482
Basic and Diluted Loss
per common share	(0.02)	(0.05)	(0.09)
Total Assets	5,952,239	3,843,650	4,390,366
Long term financial
obligations	8,313,775	762,454	5,351,609
Cash dividends	Nil	Nil	Nil

The Company has never paid any dividends and has no plans to pay any dividends in the future. For the year ended December 31, 2023, the Company's weighted average number of common shares was 132,262,150 as compared to 108,254,779 in 2022 and as compared to 70,695,482 in 2021.

For the year ended December 31, 2023, the Company has recorded revenues of $2,062,107 (2022: $1,431,220) (2021: $419,749) which includes Electronic gaming tables of $1,565,188 (2022: $1,401,220) (2021: $334,244) and Table sales of $496,919 (2022: $30,000) (2021: $85,505).

Jackpot Digital Inc.

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Year Ended December 31, 2023 MD&A Form 51-102F1

JACKPOT DIGITAL INC.

Form 51-102F1 - Management's Discussion & Analysis

For the year ended December 31, 2023

For the year ended December 31, 2023, the Company has recorded total operating and other expenses of $5,303,673 (2022: $6,189,975) (2021: $6,754,168).

Highlights for the Year

During the year ended December 31, 2023 and up to the date of this MD&A, cruise ship revenues continued to improve due to the ongoing recovery in cruise ship tourism, and land-based back orders for the Company's next generation Jackpot Blitz ® continued to build.

The Company:

• accomplished a critical milestone by successfully obtaining GLI certification for its next generation Jackpot Blitz ETG. The next generation version of Jackpot Blitz has been specifically designed to meet the requirements of the worldwide regulated land-based casino market.
• the Company has been working since early 2023 toward GLI certification for its next generation Jackpot Blitz® gaming machine so that it can enter land-based casino markets in the USA and around the world. Regulated casinos worldwide require any gaming machine to tested and certified by independent testing labs before allowed to install. The Company has now obtained the following GLI certifications for its newest Jackpot Blitz®:

GLI-11 - Gaming Devices in Casinos

GLI-12 - Progressive Gaming Devices in Casinos

GLI-13 - On-Line Monitoring and Control Systems

GLI-21 - Client -Server Systems

GLI-24 - Electronic Table Game Systems

• the Company's Next Generation Jackpot Blitz® machine allows for direct Ticket-In-Ticket-Out ("TITO") functionality and supports the Slot Accounting System ("SAS") protocol, allowing for integration with most casino management systems. These two specifics functionalities are those that are required by most regulated land-based casinos.
• reported revenue of $2,062,107 for the year ended December 31, 2023 as compared to $1,431,220 during the year ended December 31, 2022, a 44% increase from the 2022 period, which is largely attributable to the increase of table sale.
• announced new agreements or letters of intent for 28 Jackpot Blitz® table installations and received letters of intent for an additional 16 tables from yet-to-be-announced partners, for a total of 44 new Jackpot Blitz® orders. These new orders, once installed, represent an approximate 67% increase in Jackpot Blitz® installations.
• continued the process of obtaining licensing for the relevant jurisdictions and is expected to begin installing the next generation Jackpot Blitz® in Q1 2024. The Company's pipeline of new business is expected to grow throughout 2024 as the Company obtains licensing for new jurisdictions. In addition to Jackpot's cruise ship customers, which include Carnival Cruises, Princess Cruises, Holland America, AIDA, and Costa Cruises, Jackpot has announced land-based installations or orders in 14 states and territories in the U.S. and growing, including Jamaica, Saskatchewan, Michigan, Mississippi, Washington, Nevada, California, Kansas, Louisiana, Minnesota, Montana, Oregon, South Dakota, U.S. Virgin Islands, as well as several international jurisdictions.
• successfully completed its first land-based casino installation of the Next-Generation Jackpot Blitz(R), with TITO / SAS functionality, at Jackson Rancheria Casino Resort in California. This milestone marks the beginning of a new era of land-based casino annual recurring revenue for the Company.

Jackpot Digital Inc.

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Year Ended December 31, 2023 MD&A Form 51-102F1

JACKPOT DIGITAL INC.

Form 51-102F1 - Management's Discussion & Analysis

For the year ended December 31, 2023

• completed financings totalling gross proceeds of $4,507,655 which will be utilized towards regulatory licensing fees and related expenses in multiple jurisdictions to facilitate the widespread placement of Jackpot Blitz®, and for general working capital.
• made its first payment to the Debentureholders in the aggregate amount of US$700,000. Subject to payment schedule conditions outlined in the Loans and Debentures section below, the Debentureholders have agreed to a significant reduction in interest payments, as long as the remaining payments are met.
• announced a partnership with a leading global gaming equipment manufacturer to significantly reduce the production cost of the Jackpot Blitz® ETGs and streamline the manufacturing and delivery process, allowing the Company to ship its product to new clients in a timely manner.
• exhibited Jackpot Blitz® for the first time to a mass retail audience of over 200,000 entries during the World Series of Poker at Paris Hotel and Casino in Las Vegas.
• continued the testing of two Jackpot Blitz™ tables with Royal Caribbean Cruise Lines. Royal Caribbean represents a significant growth opportunity for Jackpot's cruise ship business segment, with the potential to install across the entire fleet.
• commenced work on a new business segment, Online Casino Platform for an existing customer. Once ready, the Online Casino Platform will be installed and tested at the customer's User Acceptance Testing ("UAT") lab.

Results of Operations

During April 2024, the Company successfully completed the installation of one Jackpot Blitz® casino machine at Chukchansi Gold Resort & Casino, located in Coarsegold, California, USA pursuant to the signed licensing agreement.

During March 2024, the Company signed a distribution agreement with A&W Enterprises, LLC ("A&W Enterprises") to distribute, install and service the Company's Jackpot Blitz® casino machines throughout tribal casinos in the State of Oklahoma and other regions in the United States.

During March 2024, the Company signed a distribution agreement with Jade Entertainment and Gaming Technologies, Inc. ("Jade Group"), a diversified slots and gaming machine distributor with a presence in key Asian casino markets. The partnership is aimed at accelerating sales and deployment of Jackpot Digital's revolutionary Jackpot Blitz® electronic multiplayer dealerless poker machines in casinos throughout Asia.

During March 2024, the Company successfully completed the deployment of three (3) newly designed land- based Jackpot Blitz® casino machines at Jackson Rancheria Casino Resort ("Jackson Rancheria"), located in Jackson, California pursuant to the signed licensing agreement.

During March 2024, the Company received licensing approval from Little Traverse Bay Bands of Odawa Indians Regulatory Department, the regulator for Odawa Casino located in Petoskey, Michigan. The vendor license was the final step required for the Company to install its casino machines at Odawa Casino. The Company is now scheduling installation of two (2) of its next generation, dealerless Jackpot Blitz® ETGs at Odawa Casino pursuant to the signed licensing agreement.

During February 2024, the Company signed a licensing agreement to install Jackpot Blitz® dealerless multiplayer electronic poker table at the Acropolis Gaming Lounge, located in Kingston, Jamaica, further expanding its growing Jackpot Blitz® casino footprint. The Company has already obtained the required certifications for the jurisdiction and is now scheduling installation at the property.

Jackpot Digital Inc.

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Year Ended December 31, 2023 MD&A Form 51-102F1

JACKPOT DIGITAL INC.

Form 51-102F1 - Management's Discussion & Analysis

For the year ended December 31, 2023

During February 2024, the Company signed a licensing agreement with the Saskatchewan Indian Gaming Authority ("SIGA") to install the Company's Jackpot Blitz® dealerless poker ETGs. The installations are subject to Jackpot obtaining the customary regulatory and licensing approvals.

During January 2024, the Company received licensing approval from Mille Lacs Band of Ojibwe Garming Regulatory Authority, the regulator for Grand Casino Mille Lacs located in Onamia, Minnesota. The

Company is now scheduling installation of two (2) of its next generation, dealerless Jackpot Blitz® ETGs at the property.

During December 2023, the Company received licensing approval from the US Virgin Island Casino Control Commission, the regulator for Divi Carina Bay Resort Casino ("Divi Carina Bay") located in Christiansted, St. Croix, USVI. The Company is now scheduling installation of its next generation, dealerless Jackpot Blitz® ETGs at the property.

During December 2023, the Company received licensing approval from the Confederated Salish & Kootenai Tribes, Tribal Gaming Commission, the regulator for Gray Wolf Peak Casino ("Gray Wolf Peak") located in Missoula, Montana. The Company is now scheduling installation of its next generation, dealerless Jackpot Blitz® ETGs at the property.

During November 2023, the Company received licensing approval from the Jackson Rancheria Tribal Gaming Agency, which is the regulator for Jackson Rancheria Casino Resort located in Jackson, California for the installation of three (3) ETG tables at Jackson Rancheria.

During October 2023, the Company signed a licensing agreement to install the Company's Jackpot Blitz® dealerless poker ETG at Chukchansi Gold Resort & Casino, located in Coarsegold, California, USA. The Company received vendor licensing from Picayune Rancheria of the Chukchansi Indians Tribal Gaming Commission for the installation of one (1) ETG tables at Chukchansi Gold.

During October 2023, the Company signed a licensing agreement to install two (2) Jackpot Blitz® dealerless poker ETGs at Northern Waters Casino Resort located in Watersmeet, Michigan, USA. The Company has also received vendor licensing from the Lac Vieux Desert Tribe.

During October 2023, the Company received licensing approval from the Coyote Valley Gaming Commission, which is the regulator for Coyote Valley Casino located in Redwood Valley, California for the installation of four (4) ETG tables at Coyote Valley.

During September 2023, the Company signed a licensing agreement to install three (3) Jackpot Blitz(R) dealerless poker ETGs at Jackson Rancheria Casino resort, located in Jackson, California, USA.

During September 2023, the Company received licensing approval from the Skokomish Tribal Gaming Commission, which is the regulator for Lucky Dog Casino located in Skokomish, Washington for the installation of one Jackpot Blitz® ETG at Lucky Dog.

During August 2023, the Company signed a licensing agreement with Glacier Peaks Casino located in Browning, Montana to install one Jackpot Blitz® ETG. The licensing agreement is subject to obtaining the customary regulatory approvals.

During June 2023, the Company signed letters of intent ("LOI") with Penn Entertainment's Hollywood Casino & Resort Gulf Coast. The LOI is subject to obtaining the customary licensing and regulatory approvals.

During June 2023, the Company signed a licensing agreement with Penn Entertainment's Boomtown Casino Biloxi. The licensing agreement is subject to obtaining the customary licensing and regulatory approvals.

Jackpot Digital Inc.

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Year Ended December 31, 2023 MD&A Form 51-102F1

JACKPOT DIGITAL INC.

Form 51-102F1 - Management's Discussion & Analysis

For the year ended December 31, 2023

During June 2023, the Company signed a licensing agreement with Coyote Valley Casino located in Redwood Valley, California to install four Jackpot Blitz® ETG.

During April 2023, the Company signed a licensing agreement with Gray Wolf Peak Casino located in Missoula, Montana to install one Jackpot Blitz® ETG.

During March 2023, the Company signed licensing agreements with Penn Entertainment's Cactus Pete's Resort Casino to install four (4) Jackpot Blitz® ETGs located in Jackpot, Nevada. The licensing agreement is subject to obtaining the customary licensing and regulatory approvals.

During March 2023, the Company signed letters of intent ("LOIs") with two (2) Penn Entertainment's L'Auberge Casino Resort, located in Lake Charles, Louisiana, USA, and L'Auberge Casino & Hotel, located in Baton Rouge, Louisiana, USA. The LOIs are subject to obtaining the customary licensing and regulatory approvals.

During February 2023, the Company received licensing approval from the Santa Ynez Tribal Gaming Agency, which is the regulator for Chumash Casino resort ("Chumash") located in Santa Ynez, California.

During January 2023, the Company signed a letter of intent with Grande Casino Mille Lacs to install two (2) Jackpot Blitz® ETGs.

During January 2023, the Company signed a partnership agreement with a leading global gaming equipment manufacturer. The partner will manufacture and deliver Jackpot Blitz® ETGs for installation in casinos worldwide.

At the Company's Annual General Meeting which was held on December 5, 2023 in Vancouver, BC, the shareholders received the Audited Consolidated Financial Statements for the fiscal year ended December 31, 2021 and the Independent Auditor's report thereon; fixed the number of Directors for the ensuing year at four; re-elected Jake H. Kalpakian, Neil Spellman, Gregory T. McFarlane and Alan Artunian as Directors of the Company; re-appointed the Company's Independent Auditor, Smythe LLP, Chartered Professional Accountants, for the ensuing year; authorized the Directors to fix the remuneration to be paid to the Auditor, re-approved the Company's 10% Rolling Stock Option Plan.

Electronic Table Games

The previously announced partnership with a leading global gaming equipment manufacturer enables Jackpot to reduce the production cost of the Jackpot Blitz® ETGs and streamline the manufacturing and delivery process, allowing the Company to ship its product to new clients in a timely manner.

The Company is focused on expansion of the Jackpot Blitz® ETG order book during 2024. During March 2024 the Company made its first-ever deployment of the next-generation version of Jackpot Blitz®, which has been re-designed to meet the specific requirements needed by the land-based casino market with feature functionalities such as Ticket-In-Ticket-Out ("TITO") and Slot Accounting System ("SAS") protocol integration.

The ongoing expansion of the Company's Jackpot Blitz® ETG footprint continues to focus on: (i) the US Tribal land-based casino market; and (ii) the US corporate land-based casino market.

The Company categorizes its ETG customers in three markets: cruise ships, North American casinos and other markets.

Cruise Ships

• the cruise ship industry operates their casinos in international waters.

Jackpot Digital Inc.

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Year Ended December 31, 2023 MD&A Form 51-102F1

JACKPOT DIGITAL INC.

Form 51-102F1 - Management's Discussion & Analysis

For the year ended December 31, 2023

• during 2021, the Company acquired certain assets of 52 Gaming, LLC ("52 Gaming") thereby fortifying its poker ETG monopoly in the cruise ship industry. 52 Gaming, based in North Carolina, manufactured and licensed its electronic poker tables ("ETGs") to the cruise ship industry. This transaction has solidified Jackpot's position as the leading Electronic Table Game supplier for the cruise ship industry.
• the Company typically leases ETGs on a monthly recurring basis to cruise ship companies and generates revenues according to the gross rakes, fees and side games offered.
• Carnival Corporation ("Carnival") is the largest operator of the Company's ETGs.
• the Company has in place a Software License and Equipment Lease Agreement (the "Agreement") with Royal Caribbean International ("RCI") to be the third cruise ship operator to offer the Jackpot Blitz® ETGs in their casinos. The Company submitted software for RCI's User Acceptance Testing ("UAT") for launch of the Jackpot Blitz® ETG on an RCI ship. The installation date of the ETGs will be set after the RCI's UAT finalization.

North American Casinos

• the North American casino industry is regulated at the federal, state, provincial and/or tribal levels as individual jurisdictions. Each jurisdiction approves the gaming equipment used in their casinos, usually in the form of a gaming or vendor licenses. The Company must obtain gaming licenses directly or through a distributor to expand its ETG business in North America.
• the Company currently holds gaming licenses and permits with the California Gambling Control Commission, the Department of Justice and Public Safety, Gaming, Liquor and Security Licensing Branch in New Brunswick, the Department of Justice Gambling Control Division in Montana, Pueblo Isleta Gaming Regulatory Agency in New Mexico, Santa Ynez Tribal Gaming Agency in California, the Rosebud Sioux Tribe in Nebraska, the Soboba Tribal Gaming Commission in California, the Confederated Tribes Gaming Commission in Oregon, the Sac & Fox Nation of Missouri Tribal Gaming Commission, the Pauma Gaming Commission in California, the Confederated Salish & Kootenai Tribes, Tribal Gaming Commission in Montana, Coyote Valley Gaming Commission in California, Jackson Rancheria Tribal Gaming Agency in California, Lac Vieux Desert Band of Lake Superior Chippewa Indians in Michigan, Leech Lake Tribal Council in Minnesota, Picayune Rancheria of the Chukchansi Indians Tribal Gaming Commission in California, and Skokomish Tribal Gaming Commission in Washington. The Company also has several license applications in progress with various gaming regulators across North America.
• the Company typically leases ETGs on a monthly recurring basis to North American casino customers sharing revenue from the rakes generated by the ETGs.
• the Company has signed Agreements and/or Binding Letters of Intent with numerous entities in Canada and the United States which are contingent on the Company receiving license approvals by the relevant regulatory bodies.

Other Markets

• markets outside cruise ships and North American casinos are considered on a case-by-case basis, depending on the revenue potential, practicality of deploying and supporting the Company's ETGs in other countries/continents, and other considerations.
• the Company may opt to lease or sell ETGs in other markets.
• the Company has signed Sales/Service and/or Distribution agreements and/or Binding Letters of Intent with several entities in other markets.
• the Company has installed one Jackpot Blitz® ETG at the Il Palazzo land- based casino in San Lorenzo, Paraguay.

Jackpot Digital Inc.

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Year Ended December 31, 2023 MD&A Form 51-102F1

JACKPOT DIGITAL INC.

Form 51-102F1 - Management's Discussion & Analysis

For the year ended December 31, 2023

Research and Development

The Company is continuously developing new hardware and software components for the Jackpot Blitz® ETG and other products in the development pipeline. During the year ended December 31, 2023, the Company incurred $462,075 on salaries and benefits in respect to Research and Development ("R&D"). This cost was incurred primarily to develop new software features and improve the hardware with the aim to reduce cost and improve the efficiency of the Jackpot Blitz® ETG. Furthermore, during the year ended December 31, 2023, the Company incurred $246,582 for the design and certification fees of the next generation model of the Jackpot Blitz® ETG and incurred $522,942 for the purchase of parts which were capitalized as the intellectual property and the prototypes, respectively. Upon the completion of GLI certification of the next generation Jackpot Blitz® ETG, $491,708 of the prototypes were transferred to Gaming Systems.

During October 2023, the Company obtained GLI certifications for the Company's next generation Jackpot Blitz® which includes GLI-11 - Gaming Devices in Casinos; GLI-12 - Progressive Gaming Devices in Casinos; GLI-13 - On-Line Monitoring and Control Systems; GLI-21 - Client -Server Systems and GLI-24

- Electronic Table Game Systems.

In May 2023, the Company started work on a new segment, Online Casino Platform for an existing customer. Once ready, the Online Casino Platform will be installed and tested at the customer's User Acceptance Testing ("UAT") lab.

In January 2023, the Company entered into a partnership agreement with a leading global gaming equipment manufacturer to outsource the production and delivery of Jackpot Blitz® ETGs to casinos worldwide. It is expected that this partnership shall enable the Company to meet the growing demand for Jackpot Blitz® ETGs at a reduced cost.

During 2023, the Company's R&D efforts plan to continue the development of new hardware and software components for the Jackpot Blitz® ETGs in order to enhance the marketability of the Company's product.

Consulting, Advisory, Marketing and Other Agreements

In April 2023, the Company entered into an advertising/media sponsorship agreement for the "World Series of Poker" branded poker tournament which shall take place in Las Vegas, Nevada during May to July 2023.

In April 2023, the Company entered into a letter agreement with an arm's length party whereby the arm's length party's services shall include, but not be limited to, the production of on-line digital and video marketing campaigns, and the printing of Jackpot's promotional and marketing materials campaign. The total compensation shall be US$150,000 and 350,000 stock options exercisable at $0.08 per share for a period of three years.

In May 2023, the Company entered into a consulting agreement with an arm's length party for a period of three years for advisory services. As compensation, the arm's length party has been granted 500,000 incentive stock options exercisable at $0.10 per share.

In June 2023, the Company entered into a non-exclusive financial advisory and investment banking services agreement for a term of 12 months with Maxim Group LLC of New York, USA (the "Agreement"). The Company will pay to Maxim cash in the amount of US$150,000 over the course of the twelve-month term of the Agreement. In addition, the Company will grant Maxim share purchase warrants equal to US$150,000 over a twelve-month period in which US$37,500 will be paid quarterly in warrants once the services have been performed. As of the date of this MD&A, there has been no payment made nor warrants issued to Maxim.

Jackpot Digital Inc.

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Year Ended December 31, 2023 MD&A Form 51-102F1

JACKPOT DIGITAL INC.

Form 51-102F1 - Management's Discussion & Analysis

For the year ended December 31, 2023

During September 2023, the Company entered into a special partnership agreement with a third party to provide an iGaming platform for use by the Company, under certain terms and conditions. The agreement provides for a revenue sharing payment stream between the parties.

During March 2024, the Company has engaged a Consultant to provide his services to the Company in the in the marketing and selling of the Company's Jackpot Blitz® electronic table games in the Western US region for a period of twelve (12) months The Consideration payable to the Consultant by the Company shall be as follows: a) The Consultant shall receive payment of US$6,000 per month (US Six Thousand Dollars); b) The Consultant is entitled to a one-time fee of US$200 (US Two Hundred Dollars) for each Jackpot Blitz® ETG placement ("One-Time Fee"). For greater certainty, the One-Time Fee is payable to the Consultant once the Jackpot Blitz® ETG has been installed; and c) The Consultant will be entitled to a 10% commission on Jackpot's share of the revenue stream for five years, generated from the Jackpot Blitz® ETGs that the Consultant has successfully placed through direct efforts.

During April 2024, the Company has engaged Investor Cubed Inc. ("Investor Cubed") to provide investor relations and shareholder communications services in Canada. The terms of the consulting agreement provide for compensation of $7,500.00 per month. In addition, the Company has granted Investor Cubed stock options to purchase 750,000 common shares at $0.10 per share. The options will vest quarterly and will be governed by the provisions of the Company's stock option plan. The consulting agreement is subject to the approval of the TSX Venture Exchange.

Revenues

For the year ended December 31, 2023, the Company has recorded table sales revenue of $496,919 (December 31, 2022: $30,000) and Electronic gaming tables of $1,565,188 (December 31, 2022: $1,401,220). The increase in Electronic gaming tables revenue is attributable to the increase of table sale.

Cost of Sales

For the year ended December 31, 2023, the cost of sales was $364,812 as compared to cost of sales of $364,297 during the year ended December 31, 2022.

Gross Profits

For the year ended December 31, 2023, the Company has recorded gross profits of $1,697,295 as compared to gross profits of $1,066,923 during the year ended December 31, 2022. The increase of gross profit is attributable to the continued resumption of the cruise ship tourism and table sale.

Expenses

For the year ended December 31, 2023, operating and other expenses were $5,303,673 as compared to $6,189,975 during the year ended December 31, 2022.

During the year ended December 31. 2023, the Company had:

• Interest and finance expense of $1,382,051 as compared to $1,090,548 during the year ended December 31, 2022. The increase is mainly due to the issuance of convertible debentures.
• Salaries and benefits of $1,607,204 as compared to $1,491,374 during the year ended December 31, 2022. The increase is mainly due to the hiring of new employees and incentive bonuses.
• Regulatory and transfer agent fees of $235,246 as compared to $164,581 during the year ended December 31, 2022. The increase is mainly due to the financing activities and the fees related to gaming licenses.
• Travel, meals and entertainment expenses of $271,624 as compared to $231,615 during the year ended December 31, 2022. The increase is mainly due to market awareness activities.

Jackpot Digital Inc.

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Year Ended December 31, 2023 MD&A Form 51-102F1

JACKPOT DIGITAL INC.

Form 51-102F1 - Management's Discussion & Analysis

For the year ended December 31, 2023

Net Loss and Comprehensive Loss

During the year ended December 31, 2023, the Company had a net loss and comprehensive loss of $3,278,196 or $0.02 per share (weighted average) as compared to a net loss and comprehensive loss of 5,123,052 or $0.05 per share (weighted average) during the year ended December 31, 2022. During the year ended December 31, 2023, the Company's weighted average number of common shares was 132,262,150 as compared to 108,254,779 during the year ended December 31, 2022.

Liquidity and Capital Resources

Presently, the Company does not have sufficient funds to continue its operations uninterruptedly. In order for the Company to be efficient, the Company requires new funding so as to be able to meet the Company's expenses, pay its liabilities promptly, and expand its operations to increase its revenues. New funding for the Company may or may not be available to the Company. Should the Company's revenues decline or should the Company lose its major customer, then it will be difficult for the Company to raise additional funds.

The Company intends to seek equity and/or debt financing through private placements and/or public offerings and/or loans. In the past, the Company has been successful in securing equity and debt financings in order to conduct its operations uninterruptedly. While the Company does not give any assurances whatsoever that in the future it will continue being successful in securing equity and/or debt financings in order to conduct its operations uninterruptedly, it is the Company's intention to pursue these methods for future funding of the Company.

As at December 31, 2023, the Company's total assets were $5,952,239 as compared to $3,843,650 for the corresponding period in 2022. The Company's total liabilities were $16,303,611 as compared to $11,998,845 for the corresponding period in 2022. The Company has not paid any dividends and does not plan to pay any dividends in the future.

Financing Activities and Capital Expenditures

During the year ended December 31, 2023, the Company received $3,242,908 cash from financing activities as compared to $2,324,640 cash received from financing activities during the corresponding period of 2022.

During the year ended December 31, 2023, the Company received a total of $nil (December 31, 2022: $100,270) regarding the wage subsidy in relation to the Hardest-Hit Business Recovery Program (HHBRP). Furthermore, during the year ended December 31, 2023, the Company received a total of $nil regarding the rent subsidy in relation to HHBRP (December 31, 2022: $40,262).

Operating Activities

During the year ended December 31, 2023, the Company used $2,472,675 of cash in operating activities as compared to $1,900,382 of cash used in operating activities during the corresponding period of 2022.

Investing Activities

During the year ended December 31, 2023, the Company used $770,026 of cash in investing activities as compared to $577,948 of cash used in investing activities during the corresponding period of 2022.

Capitalization

In order for the Company to increase its revenues, the Company must reduce or preferably eliminate its outstanding debts as soon as possible, must increase the production of its ETGs, and must dedicate more resources to marketing and promotion of the Company's products and services.

Jackpot Digital Inc.

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Year Ended December 31, 2023 MD&A Form 51-102F1