Elys Game Technology, Corp. announced that it has entered into a subscription agreement with a single new accredited investor, Gold Street Capital Corp. for the private placement of 1,500 units at a price of $1,000 for gross proceeds of $1,500,000 on May 5, 2023.

Each unit consist of (i) a 12% convertible debenture in the principal amount of $1,000 and (ii) warrants to purchase shares of the company's common stock. The investor purchased a total of 1,500 units and the company issued debentures for the total principal amount of $1,500,000 to the investor and warrants to purchase 3,138,075 shares of common stock of the company. The debentures mature three years from their date of issuance and bear interest at a rate of 12% per annum compounded annually and payable on the maturity date.

Each debenture is convertible, at the option of the holder, at any time, into such number of shares of common stock of the company equal to the principal amount of the debenture plus all accrued and unpaid interest at a price equal to $0.48 per share or the Nasdaq consolidated closing bid price (calculated to the nearest one-hundredth of one cent) of the company common stock on the Nasdaq stock market on the closing date, subject to adjustment as provided in the debenture, at any time up to the maturity date. The debentures are initially convertible into 3,138,075 shares of common stock, subject to anti-dilution adjustment as provided in the debentures. The holder is guaranteed to receive a minimum of five months of interest in the event of an early repayment (“Redemption”) by the company.

The company may accelerate this right of conversion on at least ten business days prior written notice to the holder if there is an effective registration statement registering, or a current prospectus available for, the resale of the common shares issuable on the conversion and (i) the closing price of the company's common shares exceeds two hundred per cent of the conversion price for five (5) trading days in a thirty (30) day period or (ii) the company wishes to redeem or pre-pay the debentures prior to the maturity date. The debentures are secured by a senior security interest in all of the assets of company. The company paid no finders fees in connection with the subscription.