React Gaming Group Inc. announced a non-brokered private placement of up to 50,000,000 units a price of CAD 0.10 per unit for gross proceeds of CAD 5,000,000 on October 24, 2022. Each unit consists of one common share in the capital of the company and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one additional share for a period of 48 months from the date of issue of the warrants, subject to the occurrence of an acceleration event at an exercise price of CAD 0.12 per warrant share. If the daily volume weighted average trading price of the shares on the TSX Venture Exchange, for 10 consecutive trading days equals or exceeds CAD 0.30, and as adjusted in accordance with the terms of the warrant, the company may accelerate the expiry date of the warrants by issuing a press release announcing the Acceleration Event and the new expiry date which will be the 30th calendar day after the date of such press release. Pursuant to the terms of the private placement, the company intends to issue up to 50,000,000 shares and 50,000,000 warrants. The company shall pay eligible arm's length parties, a cash fee of 6% of the aggregate value of units sold pursuant to the private placement in respect of units referred to the corporation or directly sourced by the finder and issued on the closing of the first tranche of the private placement; and a number of finders warrants equal to 8% of the units sold that were referred to or directly sourced by the finder to the company. The finder warrants will be issued on the same terms as the warrants. The company will complete multiple closings of the private placement as the company receives subscriptions. Each closing is subject to a number of conditions, including, without limitation, approval of the TSXV, and receipt of all necessary corporate and regulatory approvals. All securities issued under the private placement will be subject to a hold period that will expire four months and one day from the date of the applicable closing of the private placement.

On the same date, the company issued 6,350,000 units for gross proceeds of CAD 635,000 in its first tranche. The company issued 6,350,000 shares and 6,350,000 warrants under the first tranche of the private placement. The hold period applicable to the securities issued under the first tranche of the private placement will expire on February 22, 2023.