Real Luck Group Ltd. and its subsidiary companies doing business as “Luckbox” (the “Group”), a provider of legal, real money esports and sports betting, is pleased to announce that it has entered into an agreement with Gravitas Securities Inc., as sole agent and bookrunner, pursuant to which Gravitas will sell, on a commercially reasonable efforts basis, 4,166,666 special warrants of the Company (the “Special Warrants”) at a price of $1.20 per Special Warrant (the “Offering Price”), for gross proceeds of approximately $5,000,000 (the “Offering”). The Company has also granted Gravitas an option to offer for sale up to an additional 625,000 Special Warrants (the “Over-Allotment Option”), which option is exercisable, in whole or in part, at any time up to 30 days following the closing of the Offering (the “Closing Date”).

Each Special Warrant will entitle the holder thereof to receive one unit of the Company (a “Unit”), without payment of additional consideration, with each Unit comprised of one common share of the Company (a “Share”) and one-half of one non-transferable common share purchase warrant of the Company (each such whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase an additional common share of the Company (a “Warrant Share”) at a price of $1.50 per Warrant Share (the “Exercise Price”) for a period of 36 months from the Closing Date.

The Company has agreed to prepare and file a short form prospectus (the “Prospectus”) qualifying the distribution of the Shares and Warrants (including those issued to Gravitas in connection with the Offering) in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario. In the event a receipt for the preliminary Prospectus has not been issued within 60 days of the Closing Date or a receipt for the final Prospectus has not been issued within 90 days of the Closing Date, each Special Warrant will, upon the earlier of (i) four months and one day following the Closing Date and (ii) the date of the issuance of the receipt for the final Prospectus, entitle the holder of the Special Warrant to receive, at no additional cost, an additional one-half of one non-transferable share purchase warrant at the same terms as the Warrants (the “Penalty Warrants”), and 1.10 Units (inclusive of the Penalty Warrants) per Special Warrant, provided that the Company shall not be required to issue fractional Units, Shares or Warrants and any fractions shall be rounded down to the nearest whole number.