Real Technology Broker Ltd. entered into a binding letter of intent to acquire ADL Ventures Inc. (TSXV:AVI.P) in a reverse merger transaction on August 13, 2019. Real Technology Broker Ltd. entered into a definitive securities exchange agreement to acquire ADL Ventures Inc. in a reverse merger transaction on March 5, 2020. Under the terms of the transaction, 1.0083 (Exchange Ratio) post consolidation shares of ADL Ventures Inc. will be issued for every one share of Real Technology Broker Ltd. including outstanding ordinary and preferred shares. Outstanding stock options of Real Technology Broker Ltd. will be rolled over or exchanged at closing for stock options of ADL Ventures Inc. at the Exchange Ratio subject to the requirement that the total number of options of ADL Ventures Inc. following the completion of the transaction will not exceed 10% of ADL Ventures Inc.'s post-closing issued and outstanding common shares. The common shares of the resulting issuer will be listed for trading on the TSX Venture Exchange. Final terms of the transaction will be set out in a definitive agreement. On completion of the transaction, the shareholders of Real Technology Broker Ltd. would own approximately 92% of the issued and outstanding shares of the resulting issuer and existing shareholders of ADL Ventures Inc. would own approximately 8% of the issued and outstanding shares of the resulting issuer on a non-diluted basis. In connection with the transaction, it is anticipated that Real Technology Broker Ltd. will complete a private placement of its common shares which may occur in one or more closings prior to or concurrent with the closing of the transaction.

Upon completion of the transaction the resulting issuer is expected to change its name to “Real Technology Brokerage Inc.” or such other name as determined by Real Technology Broker Ltd. and will continue on the business of Real Technology Broker Ltd. Concurrent with the completion of the transaction, it is expected that all directors and officers of ADL Ventures Inc. will resign and be replaced by nominees put forth by Real Technology Broker Ltd. at the meeting, except that Laurence Rose will continue to serve on the Board of the resulting issuer. It is expected that Tamir Poleg, the current Chief Executive Officer of Real Technology Broker Ltd. will become the Chief Executive Officer of the resulting issuer upon completion of the transaction and that Real Technology Broker Ltd. will appoint a new Chief Financial Officer, Chairman, Director and Corporate Secretary for the resulting issuer. Gus Patel will become the Chief Financial Officer and Corporate Secretary. Lynda Radosevich will become the Chief Marketing Officer and Guy Gamzu will become Director. It is expected that at least one additional director and/or officer will be added to the Board and/or management team upon completion of the transaction subject to acceptance of the TSXV. Upon completion of the deal, the board of directors of resulting issuer will consist of four directors of which there will be three nominees of REAL and one nominee of ADL. At least two of such directors shall be independent directors. The transaction is subject to approval from TSXV and board approval of Real Technology. Conditional approval from the TSXV with respect to the transaction was obtained on May 13, 2020. The transaction doesn't require the approval of shareholders of ADL Ventures Inc. The transaction is not later than April 30, 2020 or such other date as Real Technology and ADL Ventures may agree. The transaction is expected to close the in the week of June 1, 2020. Smythe LLP provided auditor's report on financial statement of ADL. Deloitte provided auditor's report on financial statement of Real Technology.

Real Technology Broker Ltd. completed the acquisition of ADL Ventures Inc. (TSXV:AVI.P) in a reverse merger transaction on June 5, 2020. The common shares of The Real Brokerage Inc. are expected to commence trading on the TSXV during the week of June 8, 2020 under the ticker symbol "REAX". Upon completion of the transaction, Tamir Poleg is Chairman, Chief Executive Officer and Director, Gus Patel is Chief Financial Officer and Corporate Secretary, Lynda Radosevich is Chief Marketing Officer, Guy Gamzu, Larry Klane and Laurence Rose are Directors. Concurrently with the completion of the transaction, the company completed a private placement financing of approximately $1.6 million (CAD 2.14 million) in subscription receipts. Jason A. Saltzman of Gowling WLG (Canada) LLP and David S. Glatt of Meitar Law Offices acted as legal advisors to Real Technology Broker. Neville J. McClure of Stikeman Elliott LLP acted as legal advisor to ADL Ventures. The resulting issuer changed its name to The Real Brokerage Inc. on June 5, 2020.