Jackpot Digital : Q4 December 31, 2022 MDA

Form 51-102F1

JACKPOT DIGITAL INC.

Management's Discussion & Analysis

Consolidated Audited Financial Statements for the

Year ended December 31, 2022

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, 2022 and 2021 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 at May 1, 2023.

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

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.

JACKPOT DIGITAL INC.

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

For the year ended December 31, 2022

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

The Company's offices are located at Suite 303 - 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1 and at Suite 258 - 4664 Lougheed Highway, Burnaby, British Columbia, Canada, V5C 5T5. The Company's warehouse is located at 4664 Lougheed Hwy, Unit W030, Burnaby, British Columbia, 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 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, 2022, 2021 and 2020 is shown in the following table:

	2022	2021	2020
Total Revenues	$1,431,220	$419,749	$611,252
Total Expenses	6,189,975	6,754,168	4,177,872
Net loss and
Comprehensive Loss	(5,123,052)	(6,555,039)	(3,829,763)
Weighted Average	108,254,779	70,695,482	15,787,154
Basic and Diluted Loss
per common share	(0.05)	(0.09)	(0.24)
Total Assets	3,843,650	4,390,366	3,081,648
Long term financial
obligations	762,454	5,351,609	4,873,009
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, 2022, the Company's weighted average number of common shares was 108,254,779 as compared to 70,695,482 in 2021 and as compared to15,787,154 in 2020.

For the year ended December 31, 2022, the Company has recorded revenues of $1,431,220 (2021: $419,749) (2020: $611,252) which includes Electronic gaming tables of $1,401,220 (2021:

$334,244) (2020: $540,389) and Table sales of $30,000 (2021: $85,505) (2020: $70,863).

Jackpot Digital Inc.

2

Year Ended December 31, 2022 MD&A Form 51-102F1

JACKPOT DIGITAL INC.

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

For the year ended December 31, 2022

For the year ended December 31, 2022, the Company has recorded total expenses of $6,189,975 (2021: $6,754,168) (2020: $4,177,872).

Results of Operations

In April 2023, the Company signed a licensing agreement with Gray Wolf Peak Casino located in Missoula, Montana to install one Jackpot Blitz® ETG. The licensing agreement is subject to obtaining the customary regulatory approvals.

In April 2023, the Company signed a licensing agreement with Lucky Dog Casino located in Skokomish, Washington to install one Jackpot Blitz® ETG. The licensing agreement is subject to obtaining the customary regulatory approvals.

On March 8, 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.

In 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.

On February 3, 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.

On January 31, 2023, the Company signed a letter of intent with Grande Casino Mille Lacs to install two (2) Jackpot Blitz® ETGs. The letter of intent is subject to obtaining the customary regulatory approvals.

In 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.

In December 2022, the Company signed a Master Services Agreement with Penn Entertainment Inc., the largest regional casino operator in the United States. Penn Entertainment Inc. Has 43 properties in 20 different states throughout the United States.

During November 2022, the Company signed a licensing agreement with Chumash Casino Resort to install four (4) Jackpot Blitz® Electronic Table Games ("ETGs") at Chumash Casino Resort located in Santa Ynez, California near Santa Barbara. The licensing agreement is subject to obtaining the customary regulatory approvals.

On November 11, 2022, the Company received licensing approval from the Pit River Gaming Commission, which is the regulator for Pit River Casino ("Pit River") located in Burney, California.

On October 7, 2022, the Company completed the installation of two (2) Jackpot Blitz® ETGs on site at Sac and Fox Casino Resort ("Sac & Fox") located in Powhattan, Kansas.

During October 2022, the Company sold two Jackpot Blitz® dealerless poker ETGs to an international commercial casino group located in Vietnam.

During September 2022, the Company signed a licensing agreement with Norson Group S.R.L, located in Santiago, Dominican Republic to install five (5) Jackpot Blitz® ETGs. The licensing agreement is subject to obtaining the customary regulatory approvals.

Jackpot Digital Inc.

3

Year Ended December 31, 2022 MD&A Form 51-102F1

JACKPOT DIGITAL INC.

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

For the year ended December 31, 2022

On August 15, 2022, the Company received licensing approval from the Redding Rancheria Gaming Commission, which is the regulator for Win River Resort & Casino ("Win River") located in Redding, California.

During August 2022, the Company signed a licensing agreement with Piggs Peak Hotel & Casino located in Eswatini (formerly Swaziland), Africa to install four (4) Jackpot Blitz® ETGs. The licensing agreement is subject to obtaining the customary regulatory approvals.

During July 2022, the Company signed a licensing agreement with Buffalo Bill's Casino Resort, located in Primm, Nevada to install two (2) Jackpot Blitz® ETGs. The licensing agreement is subject to obtaining the customary regulatory approvals.

On June 29, 2022, the Company successfully completed the installation of 2 (two) Jackpot Blitz® ETGs at Rosebud Casino, located in South Dakota.

During June 2022, the Company signed a licensing agreement with Casino Pauma, located in Pauma Valley, California to install two (2) Jackpot Blitz® ETGs. The licensing agreement is subject to obtaining the customary regulatory approvals.

During May 2022, the Company signed a licensing contract with Treasure Bay VI Corporation of the United States Virgin Islands to install one (1) Jackpot Blitz® ETG at Divi Carina Bay Resort & Casino located in St. Croix. The agreement is subject to obtaining the customary regulatory approvals, and resurrects the original agreement announced on May 15, 2020, which did not advance due to the COVID-19 pandemic.

During May 2022, the Company signed a licensing agreement with Win-River Resort & Casino, located in Redding, California to install two (2) Jackpot Blitz® ETGs. The licensing agreement is subject to obtaining the customary tribal regulatory approval. Jackpot currently holds all other required state and federal registrations.

On April 21, 2022, the Company introduced the next generation of Jackpot Blitz® to the casino world at the Indian Gaming Tradeshow and Convention. The new version of Jackpot Blitz® supports the Slot Accounting System ("SAS") protocol, with capabilities to accept cash/voucher and print voucher at each seat.

During April 2022, the Company completed the installation of five (5) Jackpot Blitz® ETGs on site at Three Rivers Casino Resort located in Oregon.

During April 2022, the Company submitted additional software packages for Jackpot Blitz® for User Acceptance testing ("UAT") to Jackpot's client, Royal Caribbean Cruises Ltd. ("RCL"). Upon sign-off from RCL, Jackpot and RCL intend to begin field testing of Jackpot Blitz® and installation of the ETGs is expected to follow shortly after the UAT process is finalized.

During March 2022 the Company signed licensing agreements with:

1. Silver Wolf Casino, located in Wolf Point, Montana to install one (1) Jackpot Blitz® ETG;
2. Pit River Casino located in California to install 1 (one) Jackpot Blitz® ETG; and
3. Sac & Fox Casino located in Kansas to install 2 (two) Jackpot Blitz® ETGs.

On February 23, 2022, the Company signed a Licensing Agreement with Casino Cosmos located in Tsaghkadzor, Armenia to install 2 (two) of the Company's Jackpot Blitz® ETGs.

Jackpot Digital Inc.

4

Year Ended December 31, 2022 MD&A Form 51-102F1

JACKPOT DIGITAL INC.

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

For the year ended December 31, 2022

On February 3, 2022, the Company received its Class II Gaming License from Three Rivers Gaming Commission located in Oregon.

On January 2, 2022, the Company signed an agreement for the installation of one Jackpot Blitz® ETG on the Resilient Lady, the newest member of the Virgin Voyages fleet.

At the Company's Annual General Meeting which was held on December 5, 2022 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

It is anticipated that the recently announced partnership with a leading global gaming equipment manufacturer shall enable 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 2023, improvement of the next generation Jackpot Blitz® ETG, and the completion of GLI certification, which is a prerequisite for new installations of the next generation Jackpot Blitz® ETG.

The expansion of the Company's Jackpot Blitz(T) 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 while they are in international waters, and therefore, they do not require their gaming equipment vendors to attain any form of gaming license or product approval.
• During 2021, the Company acquired certain assets of 52 Gaming, LLC ("52 Gaming") thereby fortifying its 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 installed three Jackpot Blitz® ETGs on the three ships of the Virgin Voyages fleet.
• 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.

Jackpot Digital Inc.

5

Year Ended December 31, 2022 MD&A Form 51-102F1