React Gaming Group Inc. — Regulatory Filings 2022

Oct 31, 2022

Form 45-106F1 Report of Exempt Distribution (Non-investment fund issuer)

ITEM 1 – REPORT TYPE
New report
Amended reportIf amended, provide Submission ID of report that is being amended:(Example: EDR1234567890-123)
ITEM 2 – PARTY CERTIFYING THE REPORT
Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 ofNational Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106.
Issuer (Other than an investment fund)
Underwriter
ITEM 3 – ISSUER NAME AND OTHER IDENTIFIERS
Provide the following information about the issuer, or if the issuer is an investment fund, about the fund.
Full legal nameReact Gaming Group Inc.
Previous full legal nameIf the issuer's name changed in the last 12 months, provide most recent previous legal name.
Intema Solutions Inc.
Website (if applicable)
If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of "legal entity identifier".
Legal entity identifier
NoYesDid two or more co-issuers distribute a single security?
If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above.Full legal name(s) of co-issuer(s)
ITEM 4 – UNDERWRITER INFORMATION

If an underwriter is completing the report, provide the underwriter's full legal name and firm NRD number.
Full legal name
Does the Underwriter's Firm have an NRD Number?NoYes	Firm NRD number
If the underwriter does not have a firm NRD number, provide the head office contact information of the underwriter.
Street address	Municipality	Province/State	Postal/ZIP code
Country	Telephone number	Website (if applicable)

ITEM 5 – ISSUER INFORMATION
a) Primary industry
Provide the issuer's North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closelycorresponds to the issuer's primary business activity.
NAICS industry code
518210
If the issuer is in thethe mining industry. Select the category that best describes the issuer's stage of operations.ExplorationDevelopmentProduction			mining industry , indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in
Is the issuer's primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply.MortgagesReal estate	Commercial/business debtConsumer debt	Private companies	CryptoassetsN/A
b) Number of employees
0 - 4950 - 99100 - 499	500 or more
c) SEDAR profile number
If the issuer's SEDAR profile is a "private" profile, please provide aDoes the issuer have a SEDAR profile ?If yes, provide SEDAR profile number:screenshot of the issuer's profile by e-mail toNoYes00016279exemptmarketfilings@osc.gov.on.ca
d) Head office address			If the issuer does not have a SEDAR profile, complete Item 5(d) – (h).
Street address	Municipality	Province/State	Postal/ZIP code
Country	Telephone number
e) Date of formation and financial year-end
Date of formation	Financial year-end
f) Reporting issuer status
Is the issuer a reporting issuer in any jurisdiction of Canada?NoYes
If yes, select the jurisdictions of Canada in which the issuer is a reporting issuer.AllABBCMB	NBNLNT
NSNUONPE	QCSKYT
g) Public listing status
Does the issuer have a CUSIP number?NoYes	CUSIP number	(provide first 6 digits only)
exchange and not a trading facility such as, for example, an automated trading system.			If the issuer is publicly listed, provide the name of the exchange on which the issuer's equity securities primarily trade. Provide only the name of an
Exchange name:Not Applicable	Toronto Stock Exchange	TSX Venture Exchange	Canadian Securities Exchange
Aequitas Neo Exchange	Australian Securities Exchange	Deutsche Boerse	Euronext
London Stock ExchangeNasdaq		New York Stock Exchange	Shanghai Stock Exchange
Shenzhen Stock Exchange	Stock Exchange Of Hong Kong	Tokyo Stock Exchange	OTHER
If other, describe:
h) Size of issuer's assets
financial statements for its first financial year, provide the size of the issuer's assets at the distribution end date.$0 to under $5M	$5M to under $25M	$25M to under $100M	Select the size of the issuer's assets based on its most recently available annual financial statements (Canadian $). If the issuer has not prepared annual
$100M to under $500M	$500M to under $1B	$1B or over

ITEM 7 – INFORMATION ABOUT THE DISTRIBUTION

If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about purchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder's fees in connection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in Schedule 1 of the report. a) Currency Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars. Canadian dollar US dollar Euro Other (describe): b) Distribution date(s) State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date as both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for the distribution period covered by the report. Start Date 2022-10-21 End Date 2022-10-21 c) Detailed purchaser information

Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report.

RGG-Sch1.XLSX - 87 KBRGG-Sch1.XLSX
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d) Types of securities distributed

Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed.

	Canadian $
Security code	CUSIPnumber	Number ofsecurities	Single or lowestprice	Highest price	Total amount
UBS		6,430,000.0000	0.1000		643,000.0000
Description of security:Units, each consists of 1 common share and 1 share purchase warrant.

e) Details of rights and convertible/exchangeable securities

If any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right. If any convertible/exchangeable securities were distributed, provide the conversion ratio and describe any other terms for each convertible/exchangeable security.

Not Applicable

Convertible /exchangeable	Underlyingsecurity	Exercise price(Canadian $)		Expiry date(YYYY-MM-DD)	Conversion ratio
security code	code	Lowest	Highest
CMS	WNT	0.1200		2026-10-21	1:1
Describe other terms:(if applicable)

f) Summary of the distribution by jurisdiction and exemption

State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only.

This table requires a separate line item for (i) each jurisdiction where a purchaser resides (ii) each exemption relied on in the jurisdiction where a purchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreign jurisdiction. For jurisdictions within of Canada, state the province or territory, otherwise state country.

Province orcountry	No. of uniqueExemption relied on		Total amount(Canadian $)
Ghana	NI 45-106 2.3 [Accredited investor]	1	19,000.0000
Ontario	NI 45-106 2.3 [Accredited investor]	7	331,000.0000
Quebec	NI 45-106 2.3 [Accredited investor]	6	293,000.0000
	Total dollar amount of securities distributed		643,000.0000
	2bTotal number of unique purchasers	14

In calculating the number of unique purchasers per row, count each purchaser only once. Joint purchasers may be counted as one purchaser. In calculating the total number of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whether the issuer distributed multiple types of securities to, and relied on multiple exemptions for, that purchaser. 2b 2a

ITEM 7 – INFORMATION ABOUT THE DISTRIBUTION

h) Offering materials - This section applies only in Saskatchewan, Ontario, Québec, New Brunswick and Nova Scotia.

If a distribution has occurred in Saskatchewan, Ontario, Québec, New Brunswick or Nova Scotia, complete the table below by listing the offering materials that are required under the prospectus exemption relied on to be filed with or delivered to the securities regulatory authority or regulator in those jurisdictions.

In Ontario, if the offering materials listed in the table are required to be filed with or delivered to the Ontario Securities Commission (OSC), attach an electronic version of the offering materials that have not been previously filed with or delivered to the OSC.

Not Applicable

	Description	Date ofdocument orother material	Previouslyfiled with ordelivered toregulator?	Previously filedSubmission ID	Filename
1.			YN

ITEM 8 – COMPENSATION INFORMATION

Provide information for each person (as defined in NI 45-106) to whom the issuer directly provides, or will provide, any compensation in connection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated.

Indicate whether any compensation was paid, or will be paid, in connection with the distribution. No Yes

PERSON 1

a) Name of person compensated and registration status
Indicate whether the person compensated is a registrant.NoYes
If the person compensated is an individual, provide the full legal name of the individual.
Family name		First given name		Secondary given names
If the person compensated is not an individual, provide the following information.
Full legal name of non-individual				Firm NRD number (if applicable)
Capital Force United (CFU)
Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.NoYes
b) Business contact information
If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated.
Street address	Municipality			Province/State		Postal/ZIP code
7193 Ridgeview Drive		Burnaby, BC V5A 4S1		British Columbia		V5A 4S1
Country		Telephone number		Email address
Canada	778-996-4676	benoitchotard@shaw.ca
c) Relationship to issuer or investment fund manager
Indicate the person's relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of "connected" inPart B(2) of the Instructions and the meaning of "control" in section 1.4 of NI 45-106 for the purposes of completing this section.Connected with the issuer or investment fund managerEmployee of the issuer or investment fund managerInsider of the issuer (other than an investment fund)None of the aboveDirector or officer of the investment fund or investment fund manager
d) Compensation details
Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amountsin Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report paymentsfor services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for detailsabout, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.
Cash commissions paid	600.0000
Value of all securities		0.0000 Security code1 WNT		Security code2		Security code3
distributed as4compensation		months from the date of issuance.		Describe terms of warrants, options or other rights800 Finder's warrants each entitles the holder to acquire one share at $0.12 per share until 48
5Other compensation		Describe
Total compensation Paid	600.0000
Check box if the person will or may receive any deferred compensation (describe the terms below)

4Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additionalsecurities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisableto acquire additional securities of the issuer.5Do not include deferred compensation.
PERSON 2
a) Name of person compensated and registration status
Indicate whether the person compensated is a registrant.NoYes
If the person compensated is an individual, provide the full legal name of the individual.Family name		First given name		Secondary given names
If the person compensated is not an individual, provide the following information.Full legal name of non-individualFirm NRD number(if applicable)CLARUS SECURITIES INC13160Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.
NoYes
b) Business contact information
If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated.Street address	Municipality		Province/State		Postal/ZIP code
Country		Telephone number
c) Relationship to issuer or investment fund manager
Indicate the person's relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of "connected" inPart B(2) of the Instructions and the meaning of "control" in section 1.4 of NI 45-106 for the purposes of completing this section.Connected with the issuer or investment fund managerInsider of the issuer (other than an investment fund)Director or officer of the investment fund or investment fund manager				Employee of the issuer or investment fund managerNone of the above
d) Compensation details
Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amountsin Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report paymentsfor services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for detailsabout, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.
Cash commissions paid	6,000.0000
Value of all securitiesdistributed as		0.0000 Security code1 WNT		Security code2	Security code3
4compensation		48 months from the date of issuance.		Describe terms of warrants, options or other rights8,000 Finder's warrants each entitles the holder to acquire one share at $0.12 per share until
5Other compensation		Describe
Total compensation Paid	6,000.0000
Check box if the person will or may receive any deferred compensation (describe the terms below)
4Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additionalsecurities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisableto acquire additional securities of the issuer.

Do not include deferred compensation. 5

5Do not include deferred compensation.
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PERSON 3
a) Name of person compensated and registration status
Indicate whether the person compensated is a registrant.NoYes
If the person compensated is an individual, provide the full legal name of the individual.
Family name		First given name			Secondary given names
Lazarus	Morden
If the person compensated is not an individual, provide the following information.
Full legal name of non-individual						Firm NRD number (if applicable)
Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.NoYes
b) Business contact information
If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated.
Street address	Municipality			Province/State			Postal/ZIP code
759 Rue du Square-Victoria	Montreal		Quebec				H2Y2J7
Country		Telephone number		Email address
Canada	5142898600			info@lazchar.com
c) Relationship to issuer or investment fund manager
Indicate the person's relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of "connected" inPart B(2) of the Instructions and the meaning of "control" in section 1.4 of NI 45-106 for the purposes of completing this section.Connected with the issuer or investment fund managerInsider of the issuer (other than an investment fund)Director or officer of the investment fund or investment fund managerd) Compensation details					None of the above		Employee of the issuer or investment fund manager
Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amountsin Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report paymentsfor services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for detailsabout, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.
Cash commissions paid	6,000.0000
Value of all securities		0.0000 Security code1 WNT			Security code2		Security code3
distributed as4compensation		Describe terms of warrants, options or other rights8,000 Finder's warrants each entitles the holder to acquire one share at $0.12 per share until48 months from the date of issuance.
5Other compensation		Describe
Total compensation Paid	6,000.0000
Check box if the person will or may receive any deferred compensation (describe the terms below)
4Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional
securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisableto acquire additional securities of the issuer.

Do not include deferred compensation. 5

	ITEM 9 – DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS OF THE ISSUER
Indicate whether the issuer is any of the following (select the one that applies - if more than one applies, select only one).Reporting issuer in any jurisdiction of Canada
Foreign public issuer
	6Wholly owned subsidiary of a reporting issuer in any jurisdiction of CanadaProvide name of reporting issuer
	6Wholly owned subsidiary of a foreign public issuer
	Provide name of foreign public issuer
	Issuer distributing only eligible foreign securities and the distribution is to permitted clients only		7
If the issuer is at least one of the above, do not complete Item 9(a) – (c). Proceed to Item 10.6An issuer is a wholly owned subsidiary of a reporting issuer or a foreign public issuer if all of the issuer's outstanding voting securities, other thansecurities that are required by law to be owned by its directors, are beneficially owned by the reporting issuer or the foreign public issuer, respectively.7Check this box if it applies to the current distribution even if the issuer made previous distributions of other types of securities to non-permittedclients. Refer to the definitions of "eligible foreign security" and "permitted client" in Part B(1) of the Instructions.
	If the issuer is none of the above, check this box and complete Item 9(a) – (c).
	a) Directors, executive officers and promoters of the issuer
	Provide the following information for each director, executive officer and promoter of the issuer. For locations within Canada, state the province orterritory, otherwise state the country. For "Relationship to issuer", "D" – Director, "O" – Executive Officer, "P" – Promoter.
Individual?	Organization or company name	Family nameFirst given nameSecondary given name	Business location ofnon-individual or residentialjurisdiction of individual	Relationship toissuer(select all thatapply)
YN				DOP
	b) Promoter information
If the promoter listed above is not an individual, provide the following information for each director and executive officer of the promoter. For locationswithin Canada, state the province or territory, otherwise state the country. For "Relationship to promoter", "D" – Director, "O" – Executive Officer.
	Organization or company name	Family nameFirst given nameSecondary given name	Residential jurisdictionof individual	Relationship topromoter(select one or bothif applicable)
				DO
c) Residential address of each individual
Complete Schedule 2 of this form providing the full residential address for each individual listed in Item 9(a) and (b) andattach to the completed report. Schedule 2 also requires information to be provided about control persons.

ITEM 10 – CERTIFICATION

Provide the following certification and business contact information of an officer, director or agent of the issuer or underwriter. If the issuer or underwriter is not a company, an individual who performs functions similar to that of a director or officer may certify the report. For example, if the issuer is a trust, the report may be certified by the issuer's trustee. If the issuer is an investment fund, a director or officer of the investment fund manager (or, if the investment fund manager is not a company, an individual who performs similar functions) may certify the report if the director or officer has been authorized to do so by the investment fund.

The certification may be delegated, but only to an agent that has been authorized by an officer or director of the issuer or underwriter to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below.

If the individual completing and filing the report is different from the individual certifying the report, provide the name and contact details for the individual completing and filing the report in Item 11.

The signature on the report must be in typed form rather than handwritten form. The report may include an electronic signature provided the name of the signatory is also in typed form.

Securities legislation requires an issuer or underwriter that makes a distribution of securities under certain prospectus exemptions to file a completed report of exempt distribution.

By completing the information below, I certify, on behalf of the issuer/underwriter, to the securities regulatory authority or regulator, as applicable, that I have reviewed this report and to my knowledge, having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete.

Name of issuer/underwriter/agentReact Gaming Group Inc.
Full legal name - Family nameFirst given name				Secondary given names
MeyersScott
Title			Telephone number	Email address
CFO		5148611881		info@reactgaming.ca
SignatureScott Meyers			2022-10-31

ITEM 11 – CONTACT PERSON

Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents of this report, if different than the individual certifying the report in Item 10.

Same as individual certifying the report

Full legal name - Family name	First given name	Secondary given names		Title
Liu	Amanda			Paralegal
Name of company	Telephone number	Email address
McMillan LLP	5143755126		amanda.liu@mcmillan.ca

Notice – Collection and use of personal information

The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation.

If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address(es) listed at the end of this form.

The attached Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada:

a) has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information pertaining to the individual as set out in Schedule 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority's or regulator's indirect collection of the information, and

b) has authorized the indirect collection of the information by the securities regulatory authority or regulator.

EDR1666704703-306	2022-10-31 18:27:47.738
Submission ID	Date