Following a thorough examination and assessment of the proposed Merger or Acquisition, the Company has determined that the potential transactions under consideration since the announcement on September 7th are not viable and are not currently in the best interest of the Company and its shareholders. Furthermore, despite the significant growth the Company has experienced since the start of 2023 and its well documented and defined requirement for additional funding to support this continued expansion, it has been unable to secure the required capital injection due to persistently challenging conditions in the capital markets.

The Company will now look to restructure its operations. This means an immediate suspension of betting and player registrations on its B2C platform, Luckbox.com and a shift towards the more cost effective B2B activities of the Company. B2C has generated all the Company’s revenue to date, but achieving profitability will require significantly more capital than launching the B2B platform.

All Luckbox players will continue to be able to withdraw their funds, which are segregated from the Company’s operational funds and will be supported as per the requirements of the Online Gambling Regulation Act 2001.

The Company has also resolved to wind up Real Time Game Services Ltd (“RTGS”)., an indirect material subsidiary in the Isle of Man (“IOM”) that services the group and holds agreements with the majority of the B2C service providers, contractors and employees. In this regard, insolvency practitioners have been engaged in the IOM and the process to wind up RTGS has started.

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The insolvency is isolated to RTGS and no other subsidiaries of the Company are affected, including the license holder Real Time Games Holding Ltd.

The restructuring is expected to be completed this year and will result in a new optimized and better focused corporate structure with no debt and minimal cash burn.

The Company also continues to explore other strategic and operational options, including but not limited to a potential merger, acquisition, or a capital raise for growing its B2B or restarting B2C operations. Any potential transaction which is determined by the board of the Company to be in the interest of the Company and its shareholders may be, ultimately, contingent upon approval from the TSX Venture Exchange (“TSXV”) and the Company’s shareholders, as applicable. There can be no assurance that this process will result in any specific financial transaction. The Company does not plan to provide updates on the status of the transaction unless there are material developments to report.

Jo-Anne Archibald (Company Secretary) and Benn Timbury (COO) have both resigned as officers for the Company during September 2023. Benn Timbury continues to support the Company as an adviser. The Directors of the Company remain unchanged.