Real Luck Group Ltd.

Management's Discussion and Analysis

For the years ended December 31, 2021 and 2020

(Expressed in Canadian dollars)

INTRODUCTION

The following management's discussion and analysis ("MD&A") is dated April 27, 2022, provides information concerning the financial condition and results of operations of Real Luck Group Ltd. ("Real Luck" or the "Company"), for the year end December 31, 2021. The following MD&A should be read in conjunction with the Company's annual audited consolidated financial statements for the years ended December 31, 2021 and2020 and the notes thereto. The Company's financial statements and financial information included in this MD&A have been prepared in accordance with International Financial Reporting Standards ("IFRS"). Except as otherwise stated, all dollar figures included therein and the following MD&A are presented in Canadian dollars.

Additional information relating to the Company is available on the Company's website atwww.luckbox.comand under the Company's profile atwww.sedar.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Statements in this MD&A that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements.

This MD&A contains "forward-looking information" within the meaning of applicable Canadian securities legislation

("forward-looking information"). Such forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements in light of the risks set forth below and as detailed under section Risks and Uncertainties in this MD&A.

In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "anticipate", "believe", "expects" or "does not expect", "estimates", "outlook", "prospects"; "projection", "intends", "believes", "should", "will", "would" or the negative of these terms, and similar expressions intended to identify forward looking statements. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances. There can ne no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is given as of the date of this MD&A and the Company disclaims any obligation to update any forward-looking information, whether as a result of new information, future events or results, except as may be required by applicable securities laws. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

OVERVIEW

Real Luck Group Ltd. ("Real Luck" or the "Company") was incorporated under the Business Corporation Act of Alberta on January 15, 2018. The head office, principal address and registered office of the Company are located at 1250, 639-5 Avenue SW, Calgary, Alberta T2P 0M9.

On December 11, 2020, the Company completed a reverse takeover (the "Transaction") with Esports Ltd. ("Luckbox"), a private company limited by share capital incorporated and domiciled in the Isle of Man, and ElephantHill Sub Co., the Company's wholly-owned subsidiary, through a three-cornered amalgamation. On December 16, 2020, the Company changed its name to "Real Luck Group Ltd" and began trading on TSX Venture Exchange as a Tier 2 Industrial Issuer under ticket symbol "LUCK". Effective April 5, 2021, the Company is also listed on the OTCQB Venture Market under the trading symbol "LUKEF".

DESCRIPTION OF BUSINESS

General

The Company is a fully licensed Business to Consumer ("B2C") operator of an award-winning global online betting platform ("Luckbox"), which offers real-money wagering on esports, sports and casino games .

Through its proprietary Luckbox platform, the Company currently offers players the ability to bet on professional competitive video game events and matches across 13 game titles, and more than 100 sports. The Company added a third revenue stream in the form of casino betting in December 2021.

Through its Isle of Man license, Luckbox is currently able to accept players from more than 80 countries.

COMPANY STRATEGY AND OBJECTIVES

The Company works to maintain healthy margins through various methods, including odds creation, lowering costs and economic player acquisition and retention - working to decrease cost per acquisition ("CPA") and increasing player lifetime value ("LTV").

During the fiscal year 2021, the Company focused on continuing to enhance its proprietary platform by building a superior business intelligence infrastructure, which enables the Company to offer a unique and modern user experience tailored to the next generation of bettors, while ensuring maximum coverage of esports betting opportunities.

Refinements to the platform and the player onboarding funnel are designed to increase ROI on marketing spend when player acquisition efforts are scaled up, as well as increasing the lifetime value of players.

The Company has been engaged in an extensive process in regards to refining and retooling the platform and player onboarding funnel. This process was expected to end by the end of 2021, in order to reach a point where the Company can focus on player acquisition. While this is an on-going process, the Company has largely attained this milestone. During the year ended December 31, 2021, the Company sent $1.02 million on the development of its platform. The Luckbox platform should now be at a robust baseline allowing us to begin to engage in meaningful player marketing efforts for the first time in the Company's life, enabling the Company to begin scaling revenue in 2022.

In addition to growing the player base, the Company newly integrated casino games will provide an additional B2C revenue stream. This vertical is one in which the team has a proven track record of success and one that is designed to be a near-term revenue driver for the business, in addition to the core esports betting revenue.

The Company is also planning to add further in-house capabilities, including the addition of its own odds compilation team, which will aid the Company in capturing greater value in addition to providing a more streamlined platform.

Most third-party odds providers in the market provide limited event coverage, increasing the complexity of user facing platforms. To get to market quickly and with as broad an offering as possible, the Company has elected to use a best-of-breed third-party supplier for their odds.

As the Company expands and seeks to scale, there is a business rationale to bring odds creation in-house. A proprietary solution will not only reduce costs and help ensure the highest quality, but it will also enable the Company to control the only part of the esports betting value chain that it does not currently perform in-house.

The Company is also targeting growth opportunities in new geographical regions by seeking to acquire additional licenses in selected regulated markets.

HIGHLIGHTS AND DEVELOPMENTS

Real Luck Group Ltd. was incorporated under the Business Corporation Act of Alberta on January 15, 2018. The head office, principal address and registered office of the Company are located at 1250, 639-5 Avenue SW, Calgary, Alberta

T2P 0M9. The Company is currently trading on TSX Venture Exchange ("the Exchange") as a Tier 2 Industrial Issuer under trading symbol "LUCK". Effective April 5, 2021, the Company is also listed on the OTCQB Venture Market under the trading symbol "LUKEF".

In May 2021, Thomas Rosander was promoted from Chief Customer Officer to Chief Executive Officer, after the resignation of Quentin Martin.

In December 2021, William Moore was appointed Chief Financial Officer after the resignation of Ran Kaspi.

The Company's focus has been on refining the Luckbox platform to fully prepare for player acquisition and anticipated revenue growth in 2022.

Special warrant private placement

On March 9, 2021, the Company completed a private placement of 14,837,317 special warrants of the Company at a price of $1.20 for aggregate gross proceeds of $17,804,780. Each special warrant automatically converts to one unit of the Company that consists of one common share and one half of one common share purchase warrant four months after the closing date of the private placement, upon the completion of certain procedures and filings as required by the Securities Laws and the Exchange. Each whole share purchase warrant entitles the holder to purchase one additional common share of the Company at an exercise price of $1.50 per share, for a period of 3 years from the date of closing.

In connection with the special warrant private placement the Company also issued 1,186,985 agent special warrants and 741,865 Corporate Finance Fee special warrants. Each agent special warrant is exercisable for one non-transferable agent warrant at no additional cost. Each agent warrant entitles the holder to purchase one unit comprised of one common share and one half of one share purchase warrant. Each whole warrant entitles the holder to purchase one common share for $1.50 per share for a period of 36 months following the date of issuance. Each Corporate Finance Fee special warrant is exercisable for one unit of the Company at no additional cost. Each unit has the same terms as described above.

Issuance of share capital

During the year ended December 31, 2021, the Company received gross proceeds of $1,288,980 from the exercise of 2,046,000 unit warrants previously issued under the private placement rounds completed in June 2020 and issued 2,046,000 common shares at an exercise price of $0.63 per share.

During the year ended December 31, 2021, the Company also received gross proceeds of $188,527 from the exercise of 448,875 broker warrants previously issued to agents and advisors for services in connection with the private placements of the subscription units and convertible notes during the year ended December 31, 2020. Each exercised brokered warrant entitles the holder to receive one unit which is comprised of one Company common share and one half of one warrant, for a total of 448,875 shares and 224,438 warrants. Each warrant entitles the holder to purchase one Company at an exercise price of $0.63 for a period of two years.

During the year ended December 31, 2021, a total of 419,666 options were exercised to purchase 419,666 common shares in the capital of the Company at $0.42 per share for gross proceeds of $176,260.

During the year ended December 31, 2021, the Company issued 15,579,182 common shares and 7,789,591 common share purchase warrants of the Company as a result of the conversion of 14,837,317 special warrants and 741,865 Corporate Finance Fee special warrants. In addition, the Company issued 1,186,985 agent warrants as a result of the conversion of the agent special warrants.

SUMMARY OF SIGNIFICANT EVENTS

The Company has undergone an intense and necessary phase of recalibrating the Luckbox platform, with "under the hood" improvements designed to provide a frictionless customer acquisition experience as well as improving player retention.

Luckbox's technology platform now allows the Company to not only develop its own in-house solutions, to seamlessly plug into the platform and user experience, but also partner with relevant third-parties in a modular fashion, in order to rapidly adapt to business needs. During the current fiscal year, the Company announced the following partnerships and integrations, which make the platform more extensible and adaptable to the growing business needs, including sports betting and casino:

Solitics for customer engagement and business analytics

Luckbox will leverage Solitcs' service to provide in-depth and meaningful player behaviour insights and provide the ability to personalize and automate customer engagements in real time, leading to higher customer retention and improved player economics.

Aspire Global for casino games, sportsbook including esports

This strategic partnership with Aspire Global's (STO: ASPIRE) BtoBet is a key component of broadening the Company's platform and adding casino games to the Luckbox platform as well as BtoBet's comprehensive sportsbook solution, including esports.

Funanga for secure cash deposits

Luckbox will leverage Funanga's CashtoCode payment solutions. The partnership allows players to make instant and secure cash deposits at Luckbox via more than 150,000 retail locations across Europe and international markets.

Bambora for expanding payment options

Luckbox's partnership with Bambora, saw the PaymentIQ gateway added to the Luckbox platform. The PaymentIQ solution is designed to bring a direct benefit to Luckbox as it immediately expands deposit options for players by providing access to every common payment method, including major credit cards, e-wallets, online bank transfers and mobile payments.

Checkin.com for customer onboarding

The Company's partnership with user onboarding solution Checkin.com will streamline the onboarding process for Luckbox customers, with the aim of increasing player conversion rates and as an important precursor to stepping up marketing efforts.

Industry recognition

The Company was also informed it had been shortlisted in two categories at the EGR Marketing Awards 2021. Luckbox, which was named Rising Star at the EGR Operator Awards in 2020, was shortlisted in the Esports Operator and In-House Product categories.

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Disclaimer

Real Luck Group Ltd. published this content on 28 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2022 03:53:06 UTC.