Real Luck Group Ltd. Signs LOI to Acquire Leading Asian-Focused iGaming Platform and Reports Q3 2022 Financial Results

All Stock Transaction Will Provide Immediate Access To APAC Market, Advances
B2B Rollout

CALGARY, AB and ISLE OF MAN , Nov. 29, 2022 /PRNewswire/ - Real Luck Group Ltd. (TSX.V: LUCK) (OTCQB: LUKEF) (the "Company") and its subsidiary companies doing business as "Luckbox" (the "Group"), an award-winning provider of licensed, real money esports betting, sports betting and casino games, has filed financial results for the three and nine months ended September 30, 2022 ("Q3 2022") on SEDAR.

The Company also announces a LOI to acquire a leading Asia-Pacific (APAC) focused iGaming platform (the "Target"), with a wholly owned proprietary tech stack, subject to TSX Venture Exchange ("TSXV") approval (the "Transaction").

Management Commentary

Real Luck Group CEO Thomas Rosander said: "Q3 was about ramping up our player acquisition initiatives. As reported, our record Q4 key performance indicators are a testament that our scalable plan is delivering above our expectations. We are already seeing significant improvements for growth in Q4 2022, as we now focus on driving additional player value, deposits and wagers on our platform."

"Adding B2B to our proprietary platform has always been a significant part of the Luckbox strategy, and this important acquisition means we will complete this objective almost a year in advance of our projections. It also extends our opportunities into APAC, a significant region that we currently do not have a presence in and perhaps the largest esports market globally. This transaction ultimately builds our business' upside by providing immediate access to a large player base. This all-stock transaction further validates our strategic growth plan, with both companies sharing a common Luckbox vision. The newly announced acquisition, which is expected to close by the end of the year, will further accelerate our growth and footprint in global markets as we head into 2023 and beyond", added CEO Thomas Rosander.

2022 Q3 Operational Highlights

• Exited Q3 2022 with player registrations of approximately 19,000. The Company has since registered a record number of players on the platform during the early part of Q4 indicated in "Subsequent Events" below.
• Ended Q3 by finalizing global platform support and localization, ensuring Luckbox can effectively serve a significant portion of the global iGaming population enhanced with over 100 payment methods setting the business up in Q4 and into 2023 for global growth.
• Ended Q3 with partnerships and agreements with more than 300 international player acquisition channels versus 50 as at the end of Q2, 2022. These partnerships and agreements will deliver an increase in player traffic to Luckbox's next-generation iGaming platform.

Acquisition Advances Luckbox's Global Growth Objectives

The Company has entered into an LOI to effect a share exchange, on a debt free basis and subject to TSXV approval, to acquire 100% of the shares of the Target, a leading Asian-focused iGaming platform.

The Transaction will see Luckbox purchase the vendors' proprietary platform and technology, with access to over 6,000 games from 50 game providers and 100 localized payment methods. This platform will now become an integral part of the growing Luckbox group and enhances the core Luckbox product offering.

The acquisition should enable more efficient growth through combined operational synergies. The Transaction also brings additional highly credible expertise, via key members of the team that have previously built successful iGaming businesses.

Purchase Consideration:

Pursuant to the LOI, the parties will enter into a share exchange agreement which will provide that Luckbox will acquire 100% of the issued and outstanding shares of the Target on a debt-free basis in exchange for up to 7 million common shares of Real Luck Group Ltd. Company shares issued as part of the Transaction will be subject to lockup or escrow conditions, and up to 6 million of which will only be paid to the vendors if certain milestones are attained by January 12, 2025 . The Transaction is also subject to customary closing conditions, including receipt of TSXV approval, and does not require shareholder approval. The vendors of the Target are each at arm's length to the Company and the Transaction will not result in any person who was previously not an insider of the Company becoming a 10% or greater shareholder of the Company.  The Transaction is expected to close in December 2022.

Subsequent Events

• November 7, 2022: Player Registrations for the first 26 days of October were 24,411 which led to a monthly record of 25,000+ Player Registrations in October. Luckbox delivered this base increase from both our strong LATAM presence and other global markets. Active players grew 16-fold from August, and stakes placed across all gaming verticals grew 252% versus September. Luckbox was more efficient in driving traffic than predicted, and has already begun to scale efforts in key global markets including Latin America, Europe, and APAC.
• November 18, 2022: Announced the fourth consecutive month of record player acquisition. Luckbox also announced early encouraging trends in Handle growth, of over 50%, compared to its previous record breaking month of October, and prior to Luckbox's largest sportsbook launch during the FIFA World Cup.

About Luckbox

The Company is an award-winning betting company that offers legal, real-money betting, live streams, and statistics on all major esports and sports on desktop and mobile devices. The Company has a Business-to-Consumer (B2C) platform, and by leveraging shared technology, data, and resources, the Company can offer an extensive range of betting options for esports tournaments. The Company's in-house customized user interface and user experience, built on a technology stack that supports multiple odds and streaming sources, allows the Company to deliver deep esports betting coverage. The Company has been built by a team combining experience in the iGaming industry and a passion for esports to offer players a unique, broad, engaging, and legal CS:GO betting, Dota 2 and League of Legends betting experience. The Company serves esports fans in more than 80 territories across the globe. In November 2020, Luckbox was named Rising Star at the EGR Operator Awards. The Company (via the Group) holds a full license under the Online Gambling Regulation Act (OGRA), issued by the Isle of Man Gaming Supervision Commission. As the Group is fully licensed in the Isle of Man for B2C and B2B esports & sports betting and casino, the Company has access to favourable payment processors. Luckbox is committed to supporting responsible gambling.

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CAUTION WITH RESPECT TO FORWARD-LOOKING STATEMENTS

The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable Canadian securities laws, including statements regarding the timing of the closing of the Transaction, the benefits thereof to the Company (including more efficient growth through combined operational synergies and additional highly credible expertise joining the Company) and the terms and conditions thereof; and the Company seeing significant improvements for growth in Q4 2022 and beyond. When used in this news release, the words "anticipate", "believe", "estimate", "expect", "target, "plan", "forecast", "may", "schedule" and other similar words or expressions identify forward-looking statements or information. Such statements represent the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements, including the failure to close the Transaction and other risks, uncertainties and factors set out in the Company's continuous disclosure filings under the Company's profile on SEDAR at www.sedar.com. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.

SOURCE Real Luck Group Ltd.