Real Luck Group Ltd.

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Annual General and Special Meeting to be held on August 13, 2021

Notice of Annual General and Special Meeting

and Information Circular

REAL LUCK GROUP LTD.

350 7[th] Avenue SW, Suite 3400 Calgary, Alberta T2P 3N9

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of the shareholders of Real Luck Group Ltd. (the “ Company ”) will be held in a virtual-only format, which will be conducted via live webcast at: https://virtual-meetings.tsxtrust.com/1157 (meeting ID:1157, password: luck2021) on Friday, August 13, 2021 at 9:00 a.m. (local time in Calgary, Alberta) for the following purposes:

to receive and consider the financial statements of the Company, together with the auditor’s report thereon, for the financial years ended December 31, 2020 and 2019;
to set the number of directors at five (5);
to elect directors for the ensuing year;
to appoint Baker Tilly WM LLP, as auditor of the Company for the ensuing year and authorize the directors to determine the remuneration to be paid to the auditor;
to consider and, if thought fit, to pass, with or without variation, an ordinary resolution of the disinterested shareholders approving and ratifying the Company’s fixed stock option plan, as more particularly set out in the accompanying information circular;
to consider and, if thought fit, to pass, with or without variation, an ordinary resolution of the disinterested shareholders approving, confirming and ratifying the grant of an aggregate of 8,432,500 incentive stock options to certain directors, officers, employees and consultants of the Company, as previously approved by the board of directors of the Company and as more particularly set out in the accompanying information circular; and
to transact such other business as may properly be put before the Meeting.

Due to the ongoing COVID-19 pandemic and in consideration of the health and safety of the Company’s shareholders (“Shareholders”) and the community, the Meeting will be held in a virtual meeting format only. This means that Shareholders will not be able to attend the Meeting physically. A virtual-only meeting format is being adopted in response to the COVID-19 pandemic to give all Shareholders an equal opportunity to participate in the Meeting regardless of their geographic location or the particular constraints, circumstances or risks a Shareholder may be facing as a result of COVID-19. Registered Shareholders and duly appointed proxyholders who participate in the Meeting online will be able to listen to the Meeting, ask questions and vote at the Meeting in real time.

Registered Shareholders may attend the Meeting by logging into the virtual portal hosted by TSX Trust - Company at https://virtual meetings.tsxtrust.com/1157, the meeting ID is “1157” and password is “luck2021”. To register for the Meeting, registered Shareholders must go to that website using Chrome, Safari, Edge or Firefox (not Internet Explorer) internet browsers, enter the control number included in the form of proxy such Shareholder received from our transfer agent, TSX Trust Company, and enter the case sensitive password (password is: luck2021) included with the Meeting Materials (as defined below) sent to the Shareholder.

This Notice is accompanied by the Company’s management information circular (the “ Information Circular ”) and a form of proxy for a registered Shareholder or a voting instruction form for a nonregistered beneficial Shareholder (collectively, the " Meeting Materials "). It is important that Shareholders read the accompanying Meeting Materials carefully. You are entitled to vote at the Meeting either in person (by virtual attendance) or by proxy. If you are unable to attend the Meeting in person (by virtual attendance), you are requested to vote your shares using the enclosed form of proxy or voting instruction form, as applicable. Please read the Information Circular for detailed instructions on how to attend, participate and vote at the Meeting.

Proxies must be received by the Company’s transfer agent, TSX Trust Company, by no later than 9:00 a.m. (local time in Calgary, Alberta) on August 11, 2021 by mailing it to the following address: TSX Trust Company, Telus Sky Building, 2110, 685 Centre Street SW, Calgary, AB T2G 1S5 Attention: Proxy Department. Proxies may also be voted online at www.voteproxyonline.com by inserting the 12-digit control number listed on your proxy.

If you are a non-registered beneficial Shareholder, you should review the voting instruction form provided by your nominee, which sets out the procedures to be followed for voting shares that are held through intermediaries or nominees.

DATED at Calgary, Alberta the 30[th] day of June, 2021.

ON BEHALF OF THE BOARD

“Thomas Rosander”

Thomas Rosander Chief Executive Officer and Director

REAL LUCK GROUP LTD.

INFORMATION CIRCULAR

(As at June 30, 2021 except as indicated)

Real Luck Group Ltd. (the " Company ") is providing this management information circular (the " Information Circular ") in connection with management’s solicitation of proxies for use at the annual general and special meeting (the " Meeting ") of shareholders of the Company (the " Shareholders ") and at any adjournments thereof. The Meeting will be held in a virtual-only format, which will be conducted via live webcast at https://virtual-meetings.tsxtrust.com/1157 (meeting ID: 1157, password: luck2021) on August 13, 2021 at 9:00 a.m. (local time in Calgary, Alberta). Unless the context otherwise requires, when we refer in this Information Circular to the Company, its subsidiaries are also included. The Company will conduct its solicitation primarily by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The Company will pay the cost of solicitation. All amounts referred to as $ or dollars means Canadian currency, unless otherwise indicated.

NOTICE AND ACCESS

The Meeting materials are being sent to both Shareholders and Non-Registered Shareholders (as defined below) using “notice-and-access”, the delivery procedures that allow us to send Shareholders paper copies of an information notice and form of proxy or voting information form, as applicable, while providing shareholders access to electronic copies of the Meeting materials or to paper copies of the materials if they so request them within the applicable time periods.

Meeting materials are available electronically on SEDAR (sedar.com) under our issuer profile and at https://docs.tsxtrust.com/2257. Shareholders who want to receive a paper copy of the Notice of Meeting, Information Circular and form of proxy for a registered Shareholder or a voting instruction form for a non-registered beneficial Shareholder (collectively, the " Meeting Materials ") or who have questions about notice-and-access may call toll free 1-866-600-5869 or email [email protected]. In order to receive a paper copy in time to vote before the Meeting, requests should be received by August 4, 2021.

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on a Shareholder’s behalf in accordance with the instructions given by the Shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or directors of the Company (the " Management Proxyholders ").

A Shareholder has the right to appoint a person other than a Management Proxyholder to represent the Shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a Shareholder.

VOTING BY PROXY

Only registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Class A Common Shares of the Company (" Shares ") represented by a properly executed proxy will be voted or withheld from voting on each matter referred to in the notice of meeting accompanying this Information Circular (the " Notice of Meeting ") in accordance with the instructions of the Shareholder on

any ballot that may be called for and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

If a Shareholder does not specify a choice and the Shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited at the office of the Company’s registrar and transfer agent, TSX Trust Company, Telus Sky Building, 2110, 685 Centre Street SW, Calgary, AB T2G 1S5, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

NON-REGISTERED HOLDERS

Only Shareholders whose names appear on the records of the Company as the registered holders of Shares or duly appointed proxyholders are permitted to vote at the Meeting. Most Shareholders of the Company are "non-registered" Shareholders (" Non-Registered Shareholders ") because the shares they own are not registered in their names but instead registered in the name of a nominee such as a brokerage firm through which they purchased the Shares; bank, trust company, trustee or administrator of self-administered RRSP's, RRIF's, RESP's and similar plans; or clearing agency such as The Canadian Depository for Securities Limited and in the United States, under the name Cede & Co., as nominee for the Depository Trust Company (which acts as a brokerage depository for many U.S. firms and custodial banks) (a " Nominee "). If you purchased your Shares through a broker, you are likely a Non-Registered Shareholder.

In accordance with securities regulatory policy, the Company has distributed and provided instructions for the distribution of, copies of the Meeting Materials, including the Notice of Meeting, this Information Circular and the Proxy, to the Nominees for distribution to Non-Registered Shareholders.

Nominees are required to forward the Meeting Materials to Non-Registered Shareholders to seek their voting instructions in advance of the Meeting. Shares held by Nominees can only be voted in accordance with the instructions of the Non-Registered Shareholder. The Nominees often have their own voting instruction form or proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the voting instructions from the Nominee in order to ensure that your Shares are voted at the Meeting.

If you, as a Non-Registered Shareholder, wish to vote at the Meeting in person (by virtual attendance) you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

Non-Registered Shareholders who have not objected to their Nominee disclosing certain ownership information about themselves to the Company are referred to as "non-objecting beneficial owners" (" NOBOs "). Those Non-Registered Shareholders who have objected to their Nominee disclosing ownership information about themselves to the Company are referred to as "objecting beneficial owners" (" OBOs ").

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (" NI 54-101 ") of the Canadian Securities Administrators, the Company has NOT elected to send the Meeting Materials directly to NOBOs. The Company does intend to pay for Nominees to deliver the Meeting Materials to OBOs. As a result, OBOs should expect to receive the Meeting materials.

REVOCABILITY OF PROXY

In addition to revocation in any other manner permitted by law, a Shareholder, his attorney authorized in writing or, if the Shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of Class A Common Shares without par value, of which 68,588,500 Shares are issued and outstanding (68,528,500 Shares issued and outstanding as of the Record Date). Persons who are registered Shareholders at the close of business on June 25, 2021 (the “ Record Date ”) will be entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each Share held. The Company is also authorized to issue an unlimited number of Class B Common Shares and an unlimited number of Preferred Shares, issuable in series. As at the close of business on the Record Date, there were no Class B Common Shares or Preferred Shares issued and outstanding.

To the knowledge of the directors and executive officers of the Company, no person beneficially owns, controls or directs, directly or indirectly, Shares carrying 10% or more of the voting rights attached to all shares of the Company.

NUMBER OF DIRECTORS

The board of directors of the Company (the “ Board ”) presently consists of five (5) directors to be elected annually. At the Meeting, it is proposed to keep the number of directors elected at five (5) directors to hold office until the next annual general meeting. Shareholder approval will be sought to fix the number of directors of the Company at five (5). In the absence of instructions to the contrary, the enclosed form of proxy will be voted FOR the number of directors of the Company to be set at five (5).

ELECTION OF DIRECTORS

The directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed form of proxy will be voted FOR the nominees herein listed.

The Company has an Audit Committee and a Compensation Committee. Members of these committees are set out below.

Management of the Company proposes to nominate each of the following persons for election as a director. Information concerning such persons, as furnished by the individual nominees, is as follows:

*Name, Jurisdiction of* *Residence and Position*	*Principal Occupation,* *Business or Employment* *and, if not a Previously* *Elected Director,* *Occupation, Business or* *Employment During the* *Past 5 Years*	*Period as a Director of* *the Company*	*Number of Shares* *Beneficially Owned,* *Controlled or Directed,* *Directly or Indirectly(1)*
Thomas Rosander Malta Chief Executive Officer and Director	Chief Executive Officer and Chief Customer Officer of Real Luck Group Ltd. Chief Executive Officer for Dunder Limited Chief Product Officer and Chief Operations Officer for Mr Green Online Casino	since May 7, 2021	Nil
Michael Stevens New South Wales, Australia, Director	Corporate Secretary of Real Luck Group Ltd. Operations Manager of The Stars Group Inc. (Pokerstars)	since December 16, 2020	4,205,581
Drew Green (2) (4) (5) British Columbia, Canada Director	Chief Executive Officer of Indochino Inc.	since December 16, 2020	599,098
Lloyd Melnick (2) (4) Douglas, Isle of Man Director	EVP Casino at VGW Holdings Ltd.	since December 16, 2020	Nil
Maruf Raza (2) (3) (4) Ontario, Canada Director	National Director and Partner at MNP LLP	since December 16, 2020	120,000

(1) Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at June 30, 2021, based upon information furnished to the Company by individual directors.

(2) Member of the Audit Committee.

(3) Chair of the Audit Committee.

(4) Member of the Compensation Committee.

(5) Chair of the Compensation Committee.

No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the Company acting solely in such capacity.

To the knowledge of the Company, no proposed director:

(a) is, as at the date of the Information Circular, or has been, within 10 years before the date of the Information Circular, a director, chief executive officer (" CEO ") or chief financial officer (" CFO ") of any company (including the Company) that:
(i) was subject, while the director was acting in the capacity as director, CEO or CFO of such company, to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or
(ii) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director ceased to be a director, CEO or CFO but which resulted from an event that occurred while the director was acting in the capacity as director, CEO or CFO of such company; or
(b) is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(c) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director; or
(d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(e) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following information, dated as of June 30, 2021, is provided pursuant to Form 51-102F6V for “venture issuers”, as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations to provide information about the Company's executive compensation in respect of the financial year ended December 31, 2020.

For the purpose of the below, a "Named Executive Officer" or "NEO" means (i) each individual who, during any part of the financial year ended December 31, 2020, served as the Company's Chief Executive Officer (" CEO ") or Chief Financial Officer (" CFO "), (ii) the Company’s most highly compensated executive officer (other than the CEO and the CFO), as at December 31, 2020 whose total compensation was, individually, more than $150,000 for that financial year; and (iii) each individual who would have satisfied the criteria in (ii) but for the fact that such individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of such financial year.

For the financial year ending December 31, 2020, the Company had the following Named Executive Officers: Mohammed Fazil, former President, CEO and CFO of the Company, Quentin Martin, former CEO of the Company and Ran Kaspi, CFO of the Company.

Director and Named Executive Officer Compensation

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth a summary of all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each Named Executive Officer and director of the Company, for services provided and for services to be provided, directly or indirectly in any capacity, to the Company by such persons, for the two most recently completed financial years, excluding compensation securities:

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES
Name and Position	Year	Salary,	Bonus	Committee	Value of	Value of all	Total Compensation ($)
		Consulting Fee, Retainer or Commission ($)	($)	or Meeting	Perquisites	Other
				Fees ($)	($)	Compensation ($)
Mohammad Fazil(1) Former President, CEO, CFO, Promoter and Director	2020 2019	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Sarshar Ahmad(1) Former Director	2020 2019	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Jonathan Gilbert(1) Former Director	2020 2019	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Eamon Hurley(1) Former Director	2020 2019	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A
Quentin Martin(2)(3)(4) Former CEO and Director	2020 2019	159,584 89,383(6)	63,059(5) N/A	N/A N/A	N/A N/A	265,294(5) N/A	477,937 89,383
Ran Kaspi(2)(3) CFO	2020 2019	21,602(7) N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	21,602 N/A
Michael Stevens(2)(3) Former Corporate Secretary and Director	2020 2019	70,000 34,606	N/A N/A	N/A N/A	N/A N/A	N/A N/A	70,000 34,606
Drew Green(2) Director	2020 2019	15,750(8) N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	15,750 N/A
Lloyd Melnick(2) Director	2020 2019	2,500(8) N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	2,500 N/A
Maruf Raza(2) Director	2020 2019	5,000(8) N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	5,000 N/A

(1) Resigned from their respective positions effective December 16, 2020 pursuant to the completion of the business combination (the “ Business Combination ”) between the Company (formerly Elephant Hilll Capital Corp.) and Esports Limited (“ Former Luckbox ”) whereby, among other things, the Company took over the business of Former Luckbox. The Business Combination constituted the “Qualifying Transaction” of the Company pursuant to Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “ TSXV ”). Additional information relating to the Business Combination may be found in the

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Company’s Filing Statement filed on SEDAR on December 1, 2020 and the Company’s Annual Information Form filed on SEDAR on May 7, 2021.

(2) Appointed to their respective positions effective December 16, 2020 pursuant to the completion of the Business Combination.
(3) Compensation presented includes compensation granted or issued by the Company and Former Luckbox.
(4) Mr. Martin voluntarily resigned as Chief Executive Officer and a Director on May 7, 2021. Mr. Martin continues to be considered as an employee following his resignation.
(5) Bonus paid in accordance with the 2020 QM Employment Agreement (as defined below). Pursuant to the 2020 QM Employment Agreement, Mr. Martin was entitled to a bonus paid in the form of cash and ordinary shares of Former Luckbox (“ Former Luckbox Shares ”) for any investment funds raised by Former Luckbox in the six month period following execution of the 2020 QM Employment Agreement. In the financial year ended December 31, 2020, this bonus was partially paid by the Company in the form of $63,059 cash and by Former Luckbox in the form of 631,651 Former Luckbox Shares issued at a deemed issue price of $0.42 per Former Luckbox Share. No further payment will be made by Company under the 2020 QM Employment Agreement. See “ Employment, Consulting and Management Agreements ” below.
(6) Former Luckbox provided this salary with $33,519 in cash and the equivalent to $55,864 in equity, resulting in the issuance of 508,500 Former Luckbox Shares.
(7) Mr. Kaspi commenced his employment with Former Luckbox on November 16, 2020 and continued on as Chief Financial Officer for the Company upon completion of the Business Combination. Mr. Kaspi’s base salary for the financial year ended December 31, 2020 was paid by the Company pursuant to the RK Consultancy Agreement and prorated to $21,602 from an annual rate of $172,414 (£100,000). See “ Employment, Consulting and Management Agreements – Ran Kaspi Consultancy Agreement ” below.
(8) Compensation provided pursuant to board retainer agreements entered into between the Company and the director. See “ Employment, Consulting and Management Agreements – Board Retainer Agreements ” below.

External Management Companies

Other than as described below, none of the Named Executive Officers or directors of the Company have been retained or employed by an external management company which has entered into an understanding, arrangement or agreement with the Company to provide executive management services to the Company, directly or indirectly.

Stock Options and Other Compensation Securities

The following table sets forth a summary of all compensation securities held by each Director and Named Executive Officer in the most recently completed financial years ended December 31, 2019 and December 31, 2020:

		Compensation Securities	Compensation Securities	Compensation Securities
Name and Position	Type of Compensation Security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant(1) ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Quentin Martin(2)(3) Former CEO and Director	Stock Options	1,000,000(4)	December 11, 2020	0.42	0.42	0.88	December 11, 2025
Ran Kaspi(2) CFO	Stock Options	832,500(4) (5) (6)	November 16,2020	0.42	0.42	0.88	December 11,2025
Michael Stevens(2) Former Corporate Secretary and	Stock Options	400,000(4) (5)	December 11, 2020	0.42	0.42	0.88	December 11, 2025

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		Compensation Securities	Compensation Securities	Compensation Securities
Name and Position	Type of Compensation Security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant(1) ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Director
Drew Green(2) Director	Stock Options	1,000,000(4) (5) (7)	December 11,2020	0.42	0.42	0.88	December 11,2025
Lloyd Melnick(2) Director	Stock Options	300,000(4) (5) (7)	December 11,2020	0.42	0.42	0.88	December 11,2025
Maruf Raza(2) Director	Stock Options	400,000(4) (5) (7)	December 11,2020	0.42	0.42	0.88	December 11,2025

(1) Closing price after giving effect to the 4.2:1 consolidation of the Shares (the “ Consolidation ”) which completed on December 11, 2020 pursuant to the completion of the Business Combination.
(2) Appointed to their respective positions effective December 16, 2020 pursuant to the completion of the Business Combination.

(3) Mr. Martin voluntarily resigned as Chief Executive Officer and a Director on May 7, 2021. Mr. Martin continues to be considered as an employee following his resignation.

(4) Granted upon closing of the Business Combination exercisable for a period of five years following the date of completion of the Business Combination.

(5) Remains subject to disinterested shareholder approval which is being sought at the Meeting. See “ Particulars of Other Matters to be Acted Upon – Ratification of Stock Option Grants” for additional details.

(6) Mr. Kaspi received 832,500 options of Former Luckbox as part of his employment contract with Former Luckbox. Such options were exchanged for Stock Options (as defined below) of the Company following the completion of the Business Combination.
(7) Granted pursuant to board retainer agreements entered into between the Company and the director. See “Employment, Consulting and Management Agreements – Board Retainer Agreements” below.

Exercise of Compensation Securities and Stock Option Plan

During the financial year ended December 31, 2020, none of the Named Executive Officers or directors exercised any Stock Options.

For information about the material terms of the Stock Option Plan, please refer to the heading “ Particulars of Matters to be Acted Upon – Approval of Stock Option Plan ”.

Employment, Consulting and Management Agreements

During the most recently completed financial year, the Company had in place the following employment, consulting or management agreements in respect of services provided to the Company or any of subsidiaries that were performed by a director or Named Executive Officer:

Quentin Martin Employment Agreements

Quentin Martin, former Chief Executive Officer and Director of the Company, entered into a contract of employment (the “ 2020 QM Employment Agreement ”) with Real Time Games Services Ltd. (“ RTGS ”), an indirect wholly owned subsidiary of the Company, on April 27, 2020 whereby Mr. Martin was employed as Chief Executive Officer of Former Luckbox and following the completion of the Business Combination, of the Company. RTGS was previously an indirect wholly owned subsidiary of Former Luckbox. Following the completion of the Business Combination, RTGS became an indirect wholly owned subsidiary of the Company.

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The 2020 QM Employment Agreement contained standard employment termination rights, which subject to one months’ notice being provided, were exercisable by both RTGS and Mr. Martin. RTGS further reserved the right to immediately terminate Mr. Martin’s employment in the case of gross or detrimental misconduct on Mr. Martin’s part. Under the 2020 QM Employment, if notice of termination was provided, the RTGS held the right to restrict certain rights and duties of Mr. Martin in relation to his role as Chief Executive Officer. The 2020 QM Employment Agreement also set out certain noncompetition clauses which were to take effect following Mr. Martin’s termination.

Under the 2020 QM Employment Agreement, Mr. Martin was entitled to receive a salary of £125,000 annually. Mr. Martin was also entitled to a bonus payment equal to 6% (5% to be paid in equity, 1% to be paid in cash) of any investment funds raised by Former Luckbox in the six months following the execution of the 2020 QM Employment Agreement, subject to £10,000,000 caps on the equity and cash payment portions of the bonus.

The 2020 QM Employment Agreement was superseded by a new contract of employment entered into between Mr. Martin and RTGS on January 29, 2021 which contained terms substantially similar to the 2020 QM Employment Agreement. Mr. Martin voluntarily resigned as Chief Executive Officer and a Director on May 7, 2021.

Ran Kaspi Consultancy Agreement

Ran Kaspi, Chief Financial Officer of the Company entered into a Consultancy Agreement (the “ RK Consultancy Agreement ”) with RTGS on October 16, 2020 whereby the Company engaged Mr. Kaspi to act as Chief Financial Officer of Former Luckbox and and following the completion of the Business Combination, of the Company.

The RK Consultancy Agreement is subject to the immediate termination right of both RTGS and Mr. Kaspi, as applicable, in case of the winding up of RTGS or Mr. Kaspi, if a receiver, administrator or administrative receiver is appointed over the undertaking or any of the property or assets of either party, or if there is any material breach by either party. RTGS reserves the right to terminate the RK Consultancy Agreement at anytime subject to adequate notice being provided. Additionally, the Company and RTGS areserve the right to immediately terminate the RK Consultancy Agreement if (a) Mr. Kaspi fails to work in accordance with the Company’s rules and regulations; (b) if there is a material failure on Mr. Kaspi’s part to perform services pursuant to the RK Consultancy Agreement; (c) if Mr. Kaspi has committed an act or omission of dishonesty, incompetence and negligence or is convicted of an indictable criminal offence; or (d) if RTGS receives or obtains information which gives it reasonable grounds to believe that Mr. Kaspi is unsuitable to provide his services.

Under the RK Consultancy Agreement, Mr. Kaspi is entitled to receive £121,800 annually, covering a base salary and other benefits and is also entitled to receive a discretionary, performance-linked annual bonus of up to £50,000. Pursuant to Mr. Kaspi’s engagement, Mr. Kaspi was also granted 832,500 Stock Options on completion of the Business Combination.

Board Retainer Agreements

Each of Drew Green, Lloyd Melnick and Maruf Raza, directors of the Company, have entered into a board retainer agreement whereby the Company engaged each of Mr. Green, Mr. Melnick and Mr. Raza to act as directors following the completion of the Business Combination.

The term of each board retainer agreement commenced upon completion of the Business Combination and will continue until the applicable director: (i) is not reappointed by a new board retainer agreement

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when their term limit, of 3 years after the completion of the Business Combination; (ii) is removed from his position in accordance with the terms of the Articles of the Company or the Business Corporations Act (Alberta); (iii) commits any act of bankruptcy or make any arrangement with the director’s creditors generally; (iv) is guilty of any fraud or dishonesty or acted in any manner which in the opinion of the Company brings or is likely to bring the Company into disrepute or is materially adverse to the interests of the Company or the director is convicted of a criminal offence; (v) seriously neglects or becomes incapable, in the reasonable opinion of the Company, of properly performing the director’s duties; (vi) is the subject of or cause of the Company to be the subject of a reprimand imposed by any regulatory authority by which the Company is governed; (vii) fails to be elected as a director at an annual meeting of the shareholders of the Company; (viii) commits any material breach of the terms of the board retainer agreement or (ix) resigns or dies.

Under the board retainer agreements, Mr. Green is entitled to receive $5,000 per month as consideration for acting as director and was granted 1,000,000 Stock Options, subject to vesting. Mr. Melnick is entitled to receive $2,500 per month as consideration for acting as director and was granted 300,000 Stock Options, subject to vesting. Mr. Raza is entitled to receive $5,000 per month as consideration for acting as director and was granted 400,000 Stock Options, subject to vesting. The Stock Options granted to Mr. Green, Mr. Melnick and Mr. Raza remain subject to disinterested shareholder approval which is being sought at the Meeting. See “ Particulars of Other Matters to be Acted Upon – Ratification of Stock Option Grants ” for additional details.

Oversight and Description of Director and Named Executive Officer Compensation

The objective of the Company’s compensation strategy is to provide adequate levels of base compensation for its directors and Named Executive Officers as well as discretionary bonuses to act as incentive mechanisms for achieving corporate goals and objectives and ensure compensation is competitive so as to enable the Company to continue to attract talented individuals. Each Named Executive Officer receives a base salary in recognition of the position’s day-to-day duties and responsibilities, which constitutes the largest share of the Named Executive Officer’s compensation package.

The Compensation Committee, a committee of the Board, is responsible for establishing management compensation. The Board, and the Compensation Committee thereof, do not have a pre-determined, performance-based compensation plan, but rather review the performance of management on an annual basis, or more frequently if deemed necessary by the Compensation Committee. The Compensation Committee, as at December 31, 2020, was comprised of the following directors: Messrs. Green (Chair), Melnick and Raza. Messrs. Melnick and Raza are independent of management of the Company.

In accordance with the Compensation Committee Charter, the Compensation Committee, among other things, evaluates the performance of directors and Named Executive Offficers against certain corporate goals and objectives, reviews and recommends to the Board the compensation paid to directors and Named Executive Officers and oversees and evaluates the Company’s general compensation structure and policies. Pursuant to the Compensation Committee Charter, the Compensation Committee also reviews and administers the Stock Option Plan (as defined below).

Cash compensation may be provided to directors and Named Executive Officers in the form of annual salaries and, where appropriate, year-end cash or equity bonuses. Cash compensation levels for directors and Named Executive Officers are based on the respective directors’ and Named Executive Officer’s qualifications, experience and responsibilities within the Company, and are intended to be competitive with salaries paid to others in comparable positions within the same industry. For annual

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salary increases, the Board will consider a director’s or Named Executive Officer’s increased level of experience, whether or not the director’s or Named Executive Officer’s responsibilities have increased over the past year and current compensation levels and practices within the Esports betting industry. The Compensation Committee annually reviews key performance indicators such as share price, finance and project advancement. The cash element of compensation is designed to ensure the Company’s access to skilled personnel necessary to achieve its corporate objectives. The Board also considers, on an annual basis, discretionary cash or equity bonuses to reward extraordinary performance during the preceding fiscal year. In determining whether a bonus will be given, the Board considers such factors as the executive’s performance over the past year, the Company’s achievements in the past year and the executive’s role in effecting such achievements.

Incentive stock options may be granted to the Company’s directors and Named Executive Officers based on the value such directors and Named Executive Officers create for the Company's shareholders. From time to time, the Company may choose to pay compensation in the form of incentive stock options in order to align the directors’ and Named Executive Officers’ compensation with their contribution to the success of the Company in creating shareholder value, to provide a retentive effect on the directors and Named Executive Officers, and to provide compensation that is in line with the Company's fiscal resources.

Pension Disclosure

The Company does not have a pension plan that provides for payments or benefits to the Named Executive Officers or directors at, following, or in connection with retirement.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth the Company's compensation plans under which equity securities are authorized for issuance as at December 31, 2020.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders(1)	6,249,166(2)	$0.45	3,808,329(3)
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	6,249,166(2) (4)		3,808,329(3)

(1) The Stock Option Plan remains subject to disinterested shareholder approval which is being sought at the Meeting. See “ Particulars of Other Matters to be Acted Upon – Approval of Stock Option Plan” for additional details.

(2) Subsequent to December 31, 2020, the Company issued an additional 2,350,000 Stock Options and 226,666 Stock Options were exercised by certain holders of Stock Options such that as at the date hereof, there is an aggregate of 8,372,500 Stock Options of the Company issued and outstanding.

(3) Represents the number of Shares remaining available for future issuance under Stock Options available for grant as of December 31, 2020 under the Stock Option Plan. The maximum number of Shares which may be issued pursuant to Stock Options granted under the Stock Option Plan was previously fixed at 10,057,495 Shares. On June 30, 2021, the Board amended the Stock Option Plan such that the maximum number of Shares which may be issued pursuant to Stock Options granted under the Stock Option Plan Shares is now fixed at 13,705,700. As of the date hereof, 5,106,534 Stock Options are available for future issuance under the Stock Option Plan.

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(4) The grant of 8,432,500 Stock Options (of which 2,350,000 Stock Options were issued and 60,000 Stock Options were exercised subsequent to December 31, 2020) remain subject to disinterested shareholder approval which is being sought at the Meeting. See “ Particulars of Other Matters to be Acted Upon – Ratification of Stock Option Grants” for additional details.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date of this Information Circular and except as disclosed in the table below, there was no indebtedness outstanding of any current or former director, executive officer or employee of the Company or its subsidiaries which is owing to the Company or its subsidiaries, or which is owing to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or its subsidiaries, entered into in connection with a purchase of securities or otherwise .

	AGGREGATE INDEBTEDNESS ($)
*Purpose*	*To the Company or its Subsidiares*	*To Another Entity*
(a)	(b)	(c)
Share Purchases	Nil	Nil
Other	36,202(1)	Nil

(1) Represents the Canadian dollar equivalent of amounts due from Lars Lien, former Chief Executive Officer and Director of Former Luckbox. Included in the total balance is a loan amount denominated in GBP of $34,419 (£20,000) that was advanced to Lars Lien on October 8, 2019 by Former Luckbox, with interest bearing at 3%, repayable by October 7, 2022 and secured against 33,000 Shares of the Company held by Mr. Lien.

No individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the Company, no proposed nominee for election as a director of the Company and no associate of such persons:

(i) is, or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or its subsidiaries; or
(ii) is indebted to another entity, which indebtedness is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or its subsidiaries,

in relation to a securities purchase program or other program.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out herein, no person who has been a director or executive officer of the Company at any time since the beginning of the Company's last financial year, no proposed nominee of management of the Company for election as a director of the Company and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than:

(i) the election of directors or the appointment of auditors; and
(ii) the interests of individuals who are eligible participants and/or optionees under the Stock Option Plan in the approval of the Stock Option Plan (as more particularly set out under “ Approval of Stock Option Plan ”) and certain grants under the Stock Option Plan (as more particularly set out under “ Ratification of Stock Option Grants ”).
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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person or proposed director of the Company and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Company.

APPOINTMENT OF AUDITOR

Baker Tilly WM LLP is the auditor of the Company. Baker Tilly WM LLP was first appointed as successor auditor on February 12, 2021, replacing Baker Tilly Isle of Man LLC, the predecessor auditor of Former Luckbox (as reverse takeover acquirer of the Company). Unless otherwise instructed, the proxies given pursuant to this solicitation will vote FOR the appointment of Baker Tilly WM LLP as the auditor of the Company to hold office for the ensuing year at a remuneration to be fixed by the directors.

MANAGEMENT CONTRACTS

No management functions of the Company or its subsidiaries are performed or, since the start of the Company's most recently completed financial year, have been performed to any substantial degree by a person other than the directors or executive officers of the Company or its subsidiaries.

AUDIT COMMITTEE

Additional information regarding the Audit Committee is contained in the annual information form of the Company dated May 7, 2021 (the “ AIF ”) under the heading “Audit Committee” and a copy of the Audit Committee Charter is attached hereto as Schedule “A”. The AIF is available under the Company’s issuer profile on SEDAR profile at www.sedar.com.

CORPORATE GOVERNANCE DISCLOSURE

National Policy 58-201 establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company’s practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. National Instrument 58-101 mandates disclosure of corporate governance practices which disclosure is set out below.

Independence of Members of Board

The Board consists of five (5) directors of whom a majority are independent. Drew Green, Lloyd Melnick and Maruf Raza are independent based upon the tests for independence set forth in NI 52-110. Thomas Rosander and Michael Stevens are not independent. Mr. Rosander currently serves as Chief Executive Officer of the Company and Michael Stevens served as Corporate Secretary of the Company up until December 16, 2021.

Management Supervision by Board

The size of the Company is such that all the Company’s operations are conducted by a small management team which is also represented on the Board. The Board considers that management is effectively supervised by the independent directors on an informal basis as the independent directors are actively and regularly involved in reviewing and supervising the operations of the Company and have regular and full access to management. The independent directors are also able to meet at any time

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without any members of management, including the non-independent directors, being present. Further supervision is performed through the Audit Committee (which is composed entirely of independent directors) who meet with the Company's auditors without management being in attendance.

Participation of Directors in Other Reporting Issuers

Some of the directors of the Company serve on boards of directors of other reporting issuers (or the equivalent) in Canada or foreign jurisdictions. The following table lists the directors and proposed directors of the Company who serve on boards of directors of other reporting issuers (or the equivalent) and the identities of such reporting issuers (or the equivalent).

Name of Director Drew Green Maruf Raza	Reporting Issuers (or the Equivalent)
	EMERGE Commerce Ltd. (TSXV) American Aires Inc. (CSE) White Gold Corp. (TSXV)

The Board has determined that these inter-locking directorships do not adversely impact the effectiveness of these directors on the Board or create any potential for conflicts of interest. However, certain of the Company’s directors are, or may become, directors, officers or shareholders of other companies with businesses which may conflict with the Company’s business.

Orientation and Continuing Education

When new directors are appointed, they receive orientation, commensurate with their previous experience, on the Company's business, assets and industry and on the responsibilities of directors. Meetings of the Board are sometimes combined with presentations by the Company's management to give the directors additional insight into the Company's business. In addition, management of the Company makes itself available for discussion with all members of the Board.

Board members are encouraged to communicate with management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with management’s assistance; and to attend related industry seminars. Board members have full access to the Company's records.

Ethical Business Conduct

The Board does not currently have a written code of ethics. To date, given the Company’s limited operations, the Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the obligations contained in corporate legislation regarding conflicts of interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of view and experience.

The Board does not have a nominating committee and these functions are currently performed by the Board as a whole; however, if there is a change in the number of directors required by the Company, this policy will be reviewed.

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Compensation of Directors and the CEO

The Board, on recommendation from the Compensation Committee, is responsible for determining compensation for the directors of the Company to ensure it reflects the responsibilities and risks of being a director of a public company.

Other Board Committees

The Board has no committee other than the Audit Committee and the Compensation Committee.

Assessments

Due to the minimal size of the Board, no formal policy has been established to monitor the effectiveness of the directors, the Board and its committees.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Approval of Stock Option Plan

The Board has adopted a 20% “fixed” stock option plan (the “ Stock Option Plan ”) for officers, directors, employees and consultants of the Company. The adoption of the Stock Option Plan was initially approved on November 9, 2020 whereby the shareholders of the Company approved an ordinary resolution which authorized the directors of the Company to adopt, if they saw fit, a 20% fixed number option plan in place of the then current 10% rolling option plan. The Board formally adopted the Stock Option Plan on November 26, 2020 whereby the maximum number of Shares to be reserved and authorized for issuance pursuant to Stock Options granted under the Stock Option Plan was 10,057,495. The Board approved the amendment of the Stock Option Plan on June 30, 2021 such that the maximum number of Shares to be reserved and authorized for issuance pursuant to Stock Options granted under the Stock Option Plan is now 13,705,700.

The Board is now further seeking disinterested shareholder approval to approve and ratify the Stock Option Plan. As of the date hereof, the Company has granted 8,599,166 Stock Options under the Stock Option Plan with a further 5,106,534 Stock Options available for issuance.

The purpose of the Stock Option Plan is to give to directors, officers, employees and other service providers of the Company and its subsidiaries, as additional compensation, the opportunity to participate in the success of the Company by granting to such individuals, incentive stock options to purchase Shares (“ Stock Options ”).

The following is a summary of the material terms of the Stock Option Plan and is qualified in its entirety by the full text of the Stock Option Plan, which is attached hereto as Schedule "B":

a) The Stock Option Plan is a “fixed” plan. The number of Shares to be reserved and authorized for issuance pursuant to Stock Options granted under the Stock Option Plan shall not exceed 13,705,700 Stock Options.
b) Under the Stock Option Plan, the aggregate number of Shares underlying Stock Options granted to any one optionee in a 12 month period must not exceed 5% of the Company's issued and outstanding Shares. The number of Shares underlying Stock Options granted to any one consultant in a 12 month period must not exceed 2% of the Company's issued and outstanding Shares. The aggregate number of Shares underlying Stock Options granted to an optionee who is
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employed to provide investor relations' services must not exceed 2% of the Company's issued and outstanding Shares in any 12 month period.

c) The exercise price for Stock Options granted under the Stock Option Plan shall not be less than the market price of the Shares at the time of the grant, less applicable discounts permitted by the policies of the TSXV.
d) Stock Options shall be exercisable for a term of up to ten years, subject to earlier termination in the event of the optionee's death or the cessation of the optionee's services to the Company.
e) Stock Options granted under the Stock Option Plan are non-assignable, except by the laws of descent and distribution.
f) In the event of a Change of Control (as defined in the Stock Option Plan), all outstanding Stock Options, other than those granted for Investor Relations Activities (as defined in the Stock Option Plan) shall vest immediately.
g) Pursuant to the policies of the Company respecting restrictions on trading, there are a number of periods each year during which directors, officers and certain employees are precluded from trading in the Company's securities. These periods are referred to as "blackout periods". A blackout period is designed to prevent a person from trading while in possession of material information that is not yet available to other Shareholders. The Stock Option Plan includes a provision that should a Stock Option expiration date fall within a blackout period or immediately following a blackout period, the expiration date shall automatically be extended for ten business days following the end of the blackout period.

At the Meeting, the Option Plan Disinterested Shareholders (as defined below) will be asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution in the form set out below (the " Stock Option Plan Resolution "), subject to such amendments, variations or additions as may be approved at the Meeting, approving and ratifying the Stock Option Plan. In order to pass, the Stock Option Plan Resolution must be approved by a majority of the votes cast at the Meeting by all Shareholders, present in person (by virtual attendance) or represented by proxy, excluding votes attaching to Shares beneficially owned by insiders of the Company and their associates (the " Option Plan Disinterested Shareholders "). As of the Record Date, the Option Plan Disinterested Shareholders beneficially owned an aggregate of 63,603,821 Shares representing approximately 92.81% of the issued and outstanding number of Shares.

Accordingly, at the Meeting, the Option Plan Disinterested Shareholders are being asked to consider and, if thought advisable, approve an ordinary resolution in the following form:

" UPON MOTION IT WAS RESOLVED THAT :

the Stock Option Plan, in the form attached to the Information Circular dated June 30, 2021 as Schedule “B”, is hereby approved, ratified and confirmed;
any one officer or director of the Company is hereby authorized to execute and deliver all such documents and do all such acts and things as may be deemed advisable in such individual's discretion for the purpose of giving effect to this resolution."
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Management of the Company recommends that the Option Plan Disinterested Shareholders vote in favour of the Stock Option Plan Resolution. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the approval of the Stock Option Plan Resolution.

Ratification of Stock Option Grants

On December 11, 2020 (upon completion of the Business Combination), December 23, 2020, February 4, 2021, February 16, 2021, June 4, 2021 and June 23, 2021, the Board approved the grant of 8,432,500 Stock Options to certain directors, officers, employees and consultants of the Company as follows:

Date of Issuance	Name	Position	Number of Options	Exercise Price(C$)	Expiry Date
December 11, 2020	Quentin Martin	Former Chief Executive Officer & Director, Employee	1,000,000	$0.42	December 11, 2025
December 11, 2020	Ran Kaspi	Chief Financial Officer	832,500	$0.42	December 11, 2025
December 11, 2020	Michael Stevens	Director	400,000	$0.42	December 11, 2025
December 11, 2020	Drew Green	Director	1,000,000	$0.42	December 11, 2025
December 11, 2020	Maruf Raza	Director	400,000	$0.42	December 11, 2025
December 11, 2020	Lloyd Melnick	Director	300,000	$0.42	December 11, 2025
December 11, 2020	Karl Bray	Employee	300,000	$0.42	December 11, 2025
December 11, 2020	Metodi Zaburtov	Employee	300,000	$0.42	December 11, 2025
December 11, 2020	Dimitar Pavlov	Employee	300,000	$0.42	December 11, 2025
December 11, 2020	Alexander Ivanov	Employee	300,000	$0.42	December 11, 2025
December 11, 2020	James McMath	Employee	200,000	$0.42	December 11, 2025
December 11, 2020	Sophic Capital Inc.	Consultant	300,000	$0.42	November 15, 2023
December 23, 2020	Jo-Anne Archibald	Consultant	150,000	$0.84	December 23, 2023
December 23, 2020	Boris Kostadinov	Employee	50,000	$0.84	December 23, 2023
December 23, 2020	Nikola Nikolov	Employee	50,000	$0.84	December 23, 2023
December 23, 2020	Plamena Toodorova	Employee	50,000	$0.84	December 23, 2023
December 23, 2020	Eduard Mufafyan	Employee	50,000	$0.84	December 23, 2023
December 23,	Veselin Bakov	Employee	50,000	$0.84	December 23,

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2020					2023
December 23, 2020	Vasil Terziev	Employee	50,000	$0.84	December 23, 2023
February 4, 2021	Hyperfrost Limited, a company controlled by Thomas Rosander	Chief Executive Officer & Director	850,000	$0.97	February 8, 2024
February 16, 2021	Daniel Krastev	Employee	50,000	$1.42	February 16, 2024
February 16, 2021	Nevzat Ucar	Employee	100,000	$1.42	February 16, 2024
June 4, 2021	Hyperfrost Limited, a company controlled by Thomas Rosander	Chief Executive Officer & Director	1,150,000	$0.62	June 4, 2024
June 23,2021	Klaus Oerskov	Consultant	150,000	$0.63	June 23,2024
June 23,2021	Lucinda Dixon	Employee	50,000	$0.63	June 23,2024

At the Meeting, the Option Grant Disinterested Shareholders (as defined below) will be asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution in the form set out below (the " Stock Option Grant Resolution "), subject to such amendments, variations or additions as may be approved at the Meeting, to approve, ratify and confirm the Stock Option grants set forth in the table above (the “ Stock Option Grants ”). In order to pass, the Stock Option Grant Resolution must be approved by a majority of the votes cast at the Meeting by all Shareholders, present in person (by virtual attendance) or represented by proxy, excluding votes attaching to Shares beneficially owned by Shareholders receiving Stock Options in connection with the Stock Option Grants and their associates (the " Option Grant Disinterested Shareholders "). As of the Record Date, the Option Grant Disinterested Shareholders beneficially own an aggregate of 60,130,847 Shares representing approximately 87.75% of the issued and outstanding number of Shares.

Accordingly, at the Meeting, the Option Grant Disinterested Shareholders are being asked to consider and, if thought advisable, approve an ordinary resolution in the following form:

" UPON MOTION IT WAS RESOLVED THAT :

the Stock Option Grants, as more particularly set out in the Information Circular dated June 30, 2021, be and are hereby confirmed, ratified and approved; and
any one officer or director of the Company is hereby authorized to execute and deliver all such documents and do all such acts and things as may be deemed advisable in such individual's discretion for the purpose of giving effect to this resolution."

Management of the Company recommends that the Option Grant Disinterested Shareholders vote in favour of the Stock Option Grant Resolution. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the approval of the Stock Option Grant Resolution.

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ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com. Shareholders may contact the Company at [email protected] or James McMath, Media Manager at (647)-6702882 to request copies of the Company’s financial statements and MD&A.

Financial information is provided in the Company’s comparative financial statements and MD&A for its most recently completed financial year which are filed on SEDAR.

OTHER MATTERS

Management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the Shares represented thereby in accordance with their best judgment on such matter.

DATED this 30[th] day of June, 2021.

APPROVED BY THE BOARD OF DIRECTORS

" Thomas Rosander " Thomas Rosander Chief Executive Officer and Director

Schedule “A”

Audit Committee Charter

PURPOSE

The primary function of the Audit Committee (the “ Committee ”) is to assist the Corporation’s board of directors (the " Board ") in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Corporation to regulatory authorities and shareholders, the Corporation's systems of internal controls regarding finance and accounting and the Corporation's auditing, accounting, and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Corporation's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:

(a) Serve as an independent and objective party to monitor the Corporation's financial reporting and internal control systems and review the Corporation's financial statements.
(b) Review and appraise the performance of the Corporation's external auditors.
(c) Provide an open avenue of communication among the Corporation's auditors, financial and senior management and the Board.

COMPOSITION OF THE AUDIT COMMITTEE

The Committee will be comprised of at least three directors as determined by the Board, the majority of whom will not be officers, employees or control persons of the Corporation or of an affiliate of the Corporation.

At least one member of the Committee will have Canadian financial reporting skills and experience with audit engagements for public companies. All members of the Committee will be financially literate. For the purposes of this Audit Committee Charter (the “ Charter ”), the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Corporation's financial statements.

The members of the Committee will be elected by the Board at its first meeting following the annual shareholders' meeting. Unless a chairperson of the Committee (the “ Chair ”) is elected by the full Board, the members of the Committee may designate a Chair by a majority vote of the full Committee membership. The Chair must have Canadian financial reporting skills and experience with audit engagements for public companies.

MEETINGS

The Committee will meet at least four times annually , or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Committee will:

Documents/Reports Review

(a) Review and update this Charter annually.
(b) Review the Corporation's financial statements, management’s discussion and analysis and any annual and interim earnings press releases before the Corporation publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

External Auditors

(a) Review annually, the performance of the external auditors who will be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Corporation.
(b) Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Corporation, in accordance with any applicable regulatory requirements.
(c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.
(d) Take, or recommend that the full Board take, appropriate action to oversee the independence of the external auditors.
(e) Recommend to the Board the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.
(f) At least annually, consult with the external auditors, without the presence of management, about the quality of the Corporation's accounting principles, internal controls and the completeness and accuracy of the Corporation's financial statements, and discuss any event or matter which suggests the possibility of fraud, illegal acts or deficiencies in internal controls.
(g) Review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.
(h) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.
(i) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Corporation's external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:
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(i) the aggregate amount of all such non-audit services provided to the Corporation constitutes not more than five percent of the total amount of fees paid by the Corporation to its external auditors during the fiscal year in which the non-audit services are provided;
(ii) such services were not recognized by the Corporation at the time of the engagement to be non-audit services; and
(iii) such services are promptly brought to the attention of the Committee by the Corporation and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval, such authority may be delegated by the Committee to one or more independent members of the Committee.

FINANCIAL REPORTING PROCESSES

(a) Review the draft financial statements and management’s discussion and analysis with respect to each reporting period and provide a recommendation to the Board with respect to the approval of the financial statements and management’s discussion and analysis.
(b) Prior to approving the annual financial statements, review the results of management’s evaluation of the effectiveness of the Corporation’s internal controls over financial reporting and disclosure controls and procedures as at the date of the Corporation’s annual financial statements.
(c) In consultation with the external auditors, review with management the integrity of the Corporation's financial reporting process, both internal and external.
(d) Consider the external auditor’s judgments about the quality and appropriateness of the Corporation's accounting principles as applied in its financial reporting.
(e) Consider and approve, if appropriate, changes to the Corporation's auditing and accounting principles and practices as suggested by the external auditors and management.
(f) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
(g) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
(h) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.
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(i) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
(j) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.
(k) Review certification process.
(l) Establish a procedure for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

Schedule “B”

Stock Option Plan

1. PURPOSE OF THE PLAN

Unless otherwise defined in the TSXV Policies, all capitalized terms are as defined below.

The Corporation hereby establishes a fixed stock option plan for directors, senior officers, Employees, Management Corporation Employees and Consultants of the Corporation and its subsidiaries (collectively " Eligible Persons "), to be known as the "Fixed Stock Option Plan" (the " Plan "). The purpose of the Plan is to give to Eligible Persons, as additional compensation, the opportunity to participate in the success of the Corporation by granting to such individuals Options, to buy Shares of the Corporation at a price equal to the Market Price prevailing on the Grant Date less applicable discount, if any, permitted by TSXV Policies and approved by the Board.

2. DEFINITIONS

In this Plan, the following terms shall have the following meanings:

2.1 " Board " means the Board of Directors of the Corporation.

2.2 " Change of Control " means the acquisition by any person or by any person and all Joint Actors (as defined in the Securities Act ), whether directly or indirectly, of voting securities of the Corporation, which, when added to all other voting securities of the Corporation at the time held by such person or by such person and a Joint Actor, totals for the first time not less than twenty percent (20%) of the outstanding voting securities of the Corporation or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board of Directors of the Corporation.

2.3 " Corporation " means Real Luck Group Ltd.
2.4 " Consultant " means a "Consultant" as defined in the TSXV Policies.
2.5 " Consultant Corporation " means a "Consultant Corporation" as defined in the TSXV Policies.
2.6 " Disability " means any disability with respect to an Optionee which the Board, in its sole and unfettered discretion, considers likely to prevent permanently the Optionee from:
(a) being employed or engaged by the Corporation, its subsidiaries or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Corporation or its subsidiaries; or
(b) acting as a director or officer of the Corporation or its subsidiaries.
2.7 " Discounted Market Price " of Shares means, if the Shares are listed only on the TSX Venture Exchange, the Market Price less the maximum discount permitted under the TSXV Policy applicable to Options.
2.8 " Distribution " means a "Distribution" as defined in the TSXV Policies.
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2.9 " Eligible Persons " has the meaning given to that term in section 1 hereof.

2.10 " Employee " means an "Employee" as defined in the TSXV Policies.

2.11 " Exchange " means the TSX Venture Exchange and, if applicable, any other stock exchange on which the Shares are listed.

2.12 " Expiry Date " means the date set by the Board under section 3.1 of the Plan, as the last date on which an Option may be exercised.

2.13 " Grant Date " means the date specified in an Option Agreement as the date on which an Option is granted.

2.14 " Insider " means an "Insider" as defined in the TSXV Policies, other than a person who is an insider solely by virtue of being a director or senior officer of a subsidiary of the Corporation.

2.15 " Investor Relations Activities " means "Investor Relations Activities" as defined in the TSXV Policies.

2.16 " Joint Actor " means a person acting "jointly or in concert with" another person as that phrase is interpreted in the Securities Act.

2.17 " Management Corporation Employee " means a "Management Corporation Employee" as defined in the TSXV Policies.

2.18 " Market Price " of Shares at any Grant Date means the last closing price per Share on the trading day immediately preceding the day on which the Corporation announces the grant of the option or, if the grant is not announced, on the Grant Date, or if the Shares are not listed on any stock exchange, "Market Price" of Shares means the price per Share on the over-the-counter market determined by dividing the aggregate sale price of the Shares sold by the total number of such Shares so sold on the applicable market for the last day prior to the Grant Date.

2.19 " Option " means an option to purchase Shares granted pursuant to this Plan.

2.20 " Option Agreement " means an agreement, as approved by the Board from time to time, whereby the Corporation grants to an Optionee an Option.

2.21 " Optionee " means each of the Eligible Persons granted an Option pursuant to this Plan and their heirs, executors and administrators.

2.22 " Option Price " means the price per Share specified in an Option Agreement, adjusted from time to time in accordance with the provisions of section 5.

2.23 " Option Shares " means the aggregate number of Shares which an Optionee may purchase under an Option.

2.24 " Plan " has the meaning given to that term in section 1 hereof.

2.25 " Securities Act " means the Securities Act (Alberta) as amended and supplemented from time to time.

2.26 " Shares " means the Class A Common Shares in the capital of the Corporation as constituted on the Grant Date provided that, in the event of any adjustment pursuant to section 5, "Shares" shall thereafter mean the shares or other property resulting from the events giving rise to the adjustment.

2.27 " TSXV Policies " means the policies included in the Exchange’s Corporate Finance Manual and "TSXV Policy" means any one of them.

2.28 " Unissued Option Shares " means the number of Shares, at a particular time, which have been reserved for issuance upon the exercise of an Option but which have not been issued, as adjusted from time to time in accordance with the provisions of section 5, such adjustments to be cumulative.

2.29 "Vesting" means that an Option has become exercisable in respect of a number of Option Shares by the Optionee pursuant to the terms of the Option Agreement.

3. GRANT OF OPTIONS

3.1 Price and Term

The Board may from time to time authorize the issue of Options to Eligible Persons of the Corporation and its subsidiaries. The Option Price under each Option shall be not less than the Discounted Market Price on the Grant Date. Options shall not be assignable (or transferable) by the Optionee.

Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject to earlier termination as provided in Sections 11 and 12, provided that in no circumstances shall the duration of an option exceed the maximum term permitted by the Exchange, if applicable. For greater certainty, if the Corporation is listed on the Exchange, the maximum term may not exceed 10 years.

Should the expiry date of an Option fall within a Black Out Period or within nine business days following the expiration of a Black Out Period, such expiry date of the Option shall be automatically extended without any further act or formality to that date which is the tenth business day after the end of the Black Out Period, such tenth business day to be considered the expiry date for such Option for all purposes under the Plan. The ten business day period referred to in this paragraph may not be extended by the Board.

"Black Out Period" means the period during which the relevant Participant is prohibited from exercising an Option due to trading restrictions imposed by the Corporation pursuant to any policy of the Corporation respecting restrictions on trading that is in effect at that time.

3.2 Limits on Shares Issuable on Exercise of Options

The number of Shares reserved for issuance under the Plan in aggregate shall not exceed 13,705,700 Shares, but this maximum number may be revised from time to time by the Board in accordance with TSXV Policies.

The number of Options which may be granted under the Plan (calculated at the Grant Date), within a 12 month period:

(a) to any one Optionee, shall not exceed 5% of the total number of issued and outstanding Shares on a non-diluted basis; and
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(b) to Insiders as a group shall not exceed 10% of the total number of issued and outstanding Shares on a non-diluted basis, unless disinterested shareholder approval was obtained for this Plan.

(c) to any one Consultant shall not exceed 2% of the total number of issued and outstanding Shares on a non-diluted basis; and

(d) all Eligible Persons who undertake Investor Relations Activities shall not exceed 2% in the aggregate of the total number of issued and outstanding Shares on a non-diluted basis.

3.3 Option Agreements

Each Option shall be confirmed by the execution of an Option Agreement. Each Optionee shall have the option to purchase from the Corporation the Option Shares at the time and in the manner set out in the Plan and in the Option Agreement applicable to that Optionee. For Options to Employees, Consultants, Consultant Companies or Management Corporation Employees, the Corporation is representing herein and in the applicable Stock Option Agreement that the Optionee is a bona fide Employee, Consultant, Consultant Corporation or Management Corporation Employee, as the case may be, of the Corporation or its subsidiary. The execution of an Option Agreement shall constitute conclusive evidence that it has been completed in compliance with this Plan.

4. EXERCISE OF OPTION

4.1 When Options May be Exercised

Subject to sections 4.3, 4.5 and 4.6, an Option may be exercised to purchase any number of Option Shares up to the number of Unissued Option Shares at any time after the Grant Date up to 4:00 p.m. local time on the Expiry Date and shall not be exercisable thereafter.

4.2 Manner of Exercise

The Option shall be exercisable by delivering to the Corporation a notice specifying the number of Option Shares in respect of which the Option is exercised together with payment in full of the Option Price by way of cash, certified cheque or bank draft for each such Option Share. Upon notice and payment there shall be a binding contract for the issue of the Option Shares in respect of which the Option is exercised, upon and subject to the provisions of the Plan. Delivery of the Optionee's cash, cheque or bank draft payable to the Corporation in the amount of the Option Price shall constitute payment of the Option Price unless the cash, cheque or bank draft is not honoured upon presentation in which case the Option shall not have been validly exercised.

4.3 Termination of Employment

In the following cases, an Option shall be exercisable as follows:

(a) Death of Eligible Person

Subject to a shorter period stated in agreements representing an option, and notwithstanding section 4.3(b), in the event of the death of a Eligible Person, the option previously granted to him shall be exercisable only within the one (1) year after such death and then only:

(i) by the person or persons to whom the Eligible Person's rights under the option shall pass by the Eligible Person's shall or the laws of descent and distribution; and
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(ii) if and to the extent that such Eligible Person was entitled to exercise the Option at the date of his death.

(b) Ceasing To Be a Director, Officer, Consultant or Employee

Subject to section 4.3(a), if a Eligible Person shall cease to be a director, officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management Corporation Employee, for any reason (other than death), such Eligible Person may exercise his option to the extent that the Eligible Person was entitled to exercise it at the date of such cessation, provided that such option or portion of the option has vested, and provided that such exercise must occur within 60 days after the Eligible Person ceases to be a director, officer, consultant, employee or a Management Corporation Employee, subject to extension at the discretion of the Board, unless such Eligible Person was engaged in investor relations activities, in which case such exercise must occur within 30 days after the cessation of the Eligible Person's services to the Corporation, subject to extension at the discretion of the Board.

Nothing contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Eligible Person any right with respect to continuance as a director, officer, consultant, employee or Management Corporation Employee of the Corporation or of any of its subsidiaries or affiliates.

4.4 Vesting of Option Shares

Except as set out in Section 4.7 below, any Options granted under the Fixed Stock Option Plan to persons who do not perform Investor Relations Activities for the Corporation shall vest over a three-year period as to 10% vesting immediately, 10% six months from grant date and 20% every six months thereafter, unless the Board, in its sole discretion, determines otherwise, which Options may contain a longer vesting period, a shorter vesting period or no vesting period at all.

Options granted to Consultants performing Investor Relations Activities shall vest in stages over 12 months with no more than one quarter of the options vesting in any three month period.

4.5 Effect of a Take-Over Bid

If a bona fide offer ( an " Offer ") for Shares is made to the Optionee or to shareholders of the Corporation generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of the Corporation, within the meaning of subsection 1(1) of the Securities Act, the Corporation shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, and the Option may be exercised in whole or in part by the Optionee so as to permit the Optionee to tender the Option Shares received upon such exercise, pursuant to the Offer. However, if:

(a) the Offer is not completed within the time specified therein; or
(b) all of the Option Shares tendered by the Optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof,

then the Option Shares received upon such exercise, or in the case of clause (b) above, the Option Shares that are not taken up and paid for, may be returned by the Optionee to the Corporation and reinstated as authorized but unissued Shares and with respect to such returned Option Shares, the

Option shall be reinstated as if it had not been exercised. If any Option Shares are returned to the Corporation under this paragraph 4.5, the Corporation shall immediately refund the exercise price to the Optionee for such Option Shares.

4.6 Acceleration of Expiry Date

If at any time when an Option granted under the Plan remains unexercised with respect to any Unissued Option Shares, an Offer is made by an offeror, the Directors may, upon notifying each Optionee of full particulars of the Offer, declare all Option Shares issuable upon the exercise of Options granted under the Plan, and declare that the Expiry Date for the exercise of all unexercised Options granted under the Plan is accelerated so that all Options shall either be exercised or shall expire prior to the date upon which Shares must be tendered pursuant to the Offer. Acceleration under this section for Option Shares granted to Eligible Persons performing Investor Relations Activities shall not be permitted without prior Exchange approval. The Directors shall give each Optionee as much notice as possible of the acceleration of the Options under this section, except that not less than 5 business days and not more than 35 days' notice is required.

4.7 Effect of a Change of Control

If a Change of Control occurs, all unvested Options granted to Eligible Persons who do not perform Investor Relations Activities shall vest immediately.

4.8 Exclusion From Severance Allowance, Retirement Allowance or Termination Settlement

If the Optionee, or, in the case of a Management Corporation Employee or a Consultant Corporation, the Optionee's employer, retires, resigns or is terminated from employment or engagement with the Corporation or any subsidiary of the Corporation, the loss or limitation, if any, pursuant to the Option Agreement with respect to the right to purchase Option Shares, shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Optionee.

4.9 Shares Not Acquired

Any Unissued Option Shares not acquired by an Optionee under an Option which has expired may be made the subject of a further Option pursuant to the provisions of the Plan.

5. ADJUSTMENT OF OPTION PRICE AND NUMBER OF OPTION SHARES

5.1 Share Reorganization

Whenever the Corporation issues Shares to all or substantially all holders of Shares by way of a stock dividend or other distribution, or subdivides all outstanding Shares into a greater number of Shares, or combines or consolidates all outstanding Shares into a lesser number of Shares (each of such events being herein called a " Share Reorganization ") then effective immediately after the record date for such dividend or other distribution or the effective date of such subdivision, combination or consolidation, for each Option:

(a) the Option Price shall be adjusted to a price per Share which is the product of:
(i) the Option Price in effect immediately before that effective date or record date; and
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(ii) a fraction, the numerator of which is the total number of Shares outstanding on that effective date or record date before giving effect to the Share Reorganization, and the denominator of which is the total number of Shares that are or would be outstanding immediately after such effective date or record date after giving effect to the Share Reorganization; and
(b) the number of Unissued Option Shares shall be adjusted by multiplying (i) the number of Unissued Option Shares immediately before such effective date or record date by (ii) a fraction which is the reciprocal of the fraction described in subsection (a)(ii).

5.2 Special Distribution

Subject to the prior approval of the Exchange, whenever the Corporation issues by way of a dividend or otherwise distributes to all or substantially all holders of Shares;

(a) shares of the Corporation, other than the Shares;
(b) evidences of indebtedness;
(c) any cash or other assets, excluding cash dividends (other than cash dividends which the Board has determined to be outside the normal course); or
(d) rights, options or warrants;

then to the extent that such dividend or distribution does not constitute a Share Reorganization (any of such non-excluded events being herein called a " Special Distribution "), and effective immediately after the record date at which holders of Shares are determined for purposes of the Special Distribution, for each Option the Option Price shall be reduced, and the number of Unissued Option Shares shall be correspondingly increased, by such amount, if any, as is determined by the Board in its sole and unfettered discretion to be appropriate in order to properly reflect any diminution in value of the Option Shares as a result of such Special Distribution.

5.3 Corporate Organization

Whenever there is:

(a) a reclassification of outstanding Shares, a change of Shares into other shares or securities, or any other capital reorganization of the Corporation, other than as described in sections 5.1 or 5.2;
(b) a consolidation, merger or amalgamation of the Corporation with or into another corporation resulting in a reclassification of outstanding Shares into other shares or securities or a change of Shares into other shares or securities; or
(c) a transaction whereby all or substantially all of the Corporation's undertaking and assets become the property of another corporation;

(any such event being herein called a " Corporate Reorganization ") the Optionee shall have an option to purchase (at the times, for the consideration, and subject to the terms and conditions set out in the Plan) and shall accept on the exercise of such option, in lieu of the Unissued Option Shares which he would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that he would have been entitled to receive as a result of the Corporate Reorganization if, on

the effective date thereof, he had been the holder of all Unissued Option Shares or if appropriate, as otherwise determined by the Directors.

5.4 Determination of Option Price and Number of Unissued Option Shares

If any questions arise at any time with respect to the Option Price or number of Unissued Option Shares deliverable upon exercise of an Option following a Share Reorganization, Special Distribution or Corporate Reorganization, such questions shall be conclusively determined by the Corporation’s auditor, or, if they decline to so act, any other firm of Chartered Accountants in Calgary, Alberta, that the Directors may designate and who shall have access to all appropriate records and such determination shall be binding upon the Corporation and all Optionees.

5.5 Regulatory Approval

Any adjustment to the Option Price or the number of Unissued Option Shares purchasable under the Plan pursuant to the operation of any one of paragraphs 5.1, 5.2 or 5.3 is subject to the approval of the Exchanges and any other governmental authority having jurisdiction.

6. MISCELLANEOUS

6.1 Right to Employment

Neither this Plan nor any of the provisions hereof shall confer upon any Optionee any right with respect to employment or continued employment with the Corporation or any subsidiary of the Corporation or interfere in any way with the right of the Corporation or any subsidiary of the Corporation to terminate such employment.

6.2 Necessary Approvals

The Plan shall be effective only upon the approval of the shareholders of the Corporation given by way of an ordinary resolution. Any Options granted under this Plan prior to such approval shall only be exercised upon the receipt of such approval. Disinterested shareholder approval (as required by the Exchange) shall be obtained for any reduction in the exercise price of any Option granted under this Plan if the Optionee is an Insider of the Corporation at the time of the proposed amendment. The obligation of the Corporation to sell and deliver Shares in accordance with the Plan is subject to the approval of the Exchange and any governmental authority having jurisdiction. If any Shares cannot be issued to any Optionee for any reason, including, without limitation, the failure to obtain such approval, then the obligation of the Corporation to issue such Shares shall terminate and any Option Price paid by an Optionee to the Corporation shall be immediately refunded to the Optionee by the Corporation.

6.3 Administration of the Plan

The Directors shall, without limitation, have full and final authority in their discretion, but subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations deemed necessary or advisable in respect of the Plan. Except as set forth in section 5.4, the interpretation and construction of any provision of the Plan by the Directors shall be final and conclusive. Administration of the Plan shall be the responsibility of the appropriate officers of the Corporation and all costs in respect thereof shall be paid by the Corporation.

6.4 Income Taxes

In accordance with recent Canada Revenue Agency legislation, the Corporation is required to remit withholdings on the benefit realized as a result of the stock option exercise by certain Optionees.

As a condition of and prior to participation in the Plan, all Optionees acknowledge and agree that, if applicable, the Optionee shall remit to the Corporation the amount of withholdings to be forwarded to any taxing authority concurrently with the funds for the option exercise. Further, the Optionee shall supply his or her social insurance number to the Corporation and authorize the Corporation to calculate the amount of the remittance and remit same on his or her behalf.

As a condition of and prior to participation in the Plan any Optionee may on request authorize the Corporation in writing to withhold from any remuneration otherwise payable to him or her any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of his or her participation in the Plan.

6.5 Amendments to the Plan

The Directors may from time to time, subject to applicable law, shareholder approval (including on a disinterested basis), and to the prior approval, if required, of the Exchange or any other regulatory body having authority over the Corporation or the Plan, suspend, terminate or discontinue the Plan at any time, or amend or revise the terms of the Plan or of any Option granted under the Plan and the Option Agreement relating thereto, provided that no such amendment, revision, suspension, termination or discontinuance shall in any manner adversely affect any Option previously granted to an Optionee under the Plan without the consent of that Optionee.

6.6 Form of Notice

A notice given to the Corporation shall be in writing, signed by the Optionee and delivered to the head business office of the Corporation.

6.7 No Representation or Warranty

The Corporation makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan.

6.8 Compliance with Applicable Law

If any provision of the Plan or any Option Agreement contravenes any law or any order, policy, by-law or regulation of any regulatory body or Exchange having authority over the Corporation or the Plan, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

6.9 No Assignment

No Optionee may assign any of his or her rights under the Plan or any option granted thereunder.

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6.10 Rights of Optionees

An Optionee shall have no rights whatsoever as a shareholder of the Corporation in respect of any of the Unissued Option Shares (including, without limitation, voting rights or any right to receive dividends, warrants or rights under any rights offering).

6.11 Conflict

In the event of any conflict between the provisions of this Plan and an Option Agreement, the provisions of this Plan shall govern.

6.12 Governing Law

The Plan and each Option Agreement issued pursuant to the Plan shall be governed by the laws of the province of Alberta.

6.13 Time of Essence

Time is of the essence of this Plan and of each Option Agreement. No extension of time shall be deemed to be or to operate as a waiver of the essentiality of time.

6.14 Entire Agreement

This Plan and the Option Agreement sets out the entire agreement between the Corporation and the Optionees relative to the subject matter hereof and supersedes all prior agreements, undertakings and understandings, whether oral or written.

AI assistant

Real Luck Group Ltd. — AGM Information 2021

47556_rns_2021-07-13_ec581e50-485e-4f1c-b0e1-e54f52ee2a1d.pdf

REAL LUCK GROUP LTD.

Notice of Annual General and Special Meeting

REAL LUCK GROUP LTD.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

ON BEHALF OF THE BOARD

REAL LUCK GROUP LTD.

INFORMATION CIRCULAR

NOTICE AND ACCESS

APPOINTMENT OF PROXYHOLDER

VOTING BY PROXY

COMPLETION AND RETURN OF PROXY

NON-REGISTERED HOLDERS

REVOCABILITY OF PROXY

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

NUMBER OF DIRECTORS

ELECTION OF DIRECTORS

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Director and Named Executive Officer Compensation

External Management Companies

Stock Options and Other Compensation Securities

Exercise of Compensation Securities and Stock Option Plan

Employment, Consulting and Management Agreements

Quentin Martin Employment Agreements

Ran Kaspi Consultancy Agreement

Board Retainer Agreements

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

APPOINTMENT OF AUDITOR

MANAGEMENT CONTRACTS

AUDIT COMMITTEE

CORPORATE GOVERNANCE DISCLOSURE

Independence of Members of Board

Management Supervision by Board

Participation of Directors in Other Reporting Issuers

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation of Directors and the CEO

Other Board Committees

Assessments

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Approval of Stock Option Plan

" UPON MOTION IT WAS RESOLVED THAT :

Ratification of Stock Option Grants

" UPON MOTION IT WAS RESOLVED THAT :

ADDITIONAL INFORMATION

OTHER MATTERS

Schedule “A”

Audit Committee Charter

PURPOSE

COMPOSITION OF THE AUDIT COMMITTEE

MEETINGS

RESPONSIBILITIES AND DUTIES

Documents/Reports Review

External Auditors

FINANCIAL REPORTING PROCESSES

Schedule “B”

Stock Option Plan

1. PURPOSE OF THE PLAN

2. DEFINITIONS

3. GRANT OF OPTIONS

3.1 Price and Term

3.2 Limits on Shares Issuable on Exercise of Options

3.3 Option Agreements

4. EXERCISE OF OPTION

4.1 When Options May be Exercised

4.2 Manner of Exercise

4.3 Termination of Employment

(a) Death of Eligible Person

(b) Ceasing To Be a Director, Officer, Consultant or Employee

4.4 Vesting of Option Shares

4.5 Effect of a Take-Over Bid

4.6 Acceleration of Expiry Date

Real Luck Group Ltd. AGM Information 2021