Royal Wins Corporation — M&A Activity 2021

Apr 20, 2021

NOTICE OF CHANGE IN CORPORATE STRUCTURE Pursuant to Section 4.9 of National Instrument 51-102

Continuous Disclosure Requirements

1. Names of the parties to the transaction.

Royal Wins Corporation (formerly 10557510 Canada Corp.) (the “Company” or “Royal Wins”)

Royal Wins PTY Ltd. (“ Royal Wins PTY” )

2. Description of the transaction.

April 1, 2021 – Royal Wins Corporation. announce that it has acquired 142,085,336 ordinary shares of Royal Wins PTY Ltd. under the terms of its previously announced take-over offer. This represents 94.07% of the total issued and outstanding shares of Royal Wins PTY and as such, the Company will commence the process of compulsory acquisition in Australia which, on completion, will result in Royal Wins PTY being a wholly owned subsidiary of Royal Wins Corporation.

On March 1, 2021, Royal Wins Corp. formally lodged an offer to acquire all issued and outstanding shares of Royal Wins PTY (the “ Offer ”). The Company filed its Bidder’s Statement detailing the terms of the offer with the Australian Securities and Investments Commission (“ ASIC ”) and subsequently mailed the required documentation to all shareholders of Royal Wins PTY on February 26, 2021.

On the closing of the Offer, the Company issued 71,042,650 common shares to the former shareholders of Royal Wins PTY who tendered to the Offer and has reserved a further 4,474,761 common shares to be issued following the compulsory acquisition of remaining Royal Wins PTY shares.

Under the terms of the Offer, Royal Wins Corp. will acquire up to 100% of the issued and outstanding shares of Royal Wins PTY for consideration of up to 75,517,445 Common Shares of the Company (the “Share Consideration” ) valuing Royal Wins PTY at $22.6 million (AUD 23- million) on the basis of one-half of one common share of Royal Wins Corp. for each ordinary share of Royal Wins PTY outstanding.

3. Effective date of the transaction.

April 1, 2021

4. Name of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity

N/A

5. Date of the reporting issuer's first financial year-end subsequent to the transaction.

June 30, 2021

1. Periods, including comparative periods, if any, of the interim and annual financial statements required to be filed for the company's first financial year subsequent to the transaction.

The Company will be required to file interim financial statements for the three month period ending March 31, 2021.

Royal Wins PTY will be required to file interim financial statements for the nine months ended March 31, 2021 .

The Company will be required to file annual financial statements for the year ended June 30, 2021.

The Company will be required to file interim financial statements for: (i) the three month period ending September 30, 2021; (ii) the six month period ending December 31, 2021; (iii) the nine month period ending March 31, 2022.

The Company will be required to file annual financial statements for the year ending June 30, 2022.

7. Documents filed that describe the transaction and where those documents can be found in electronic format.

The following documents describing the Take-Over and related matters were filed on SEDAR and are available under the Company's issuer profile at www.sedar.com:

• Press release dated March 1, 2021 – announcing that it has executed a takeover implementation deed and formally lodged an offer to acquire all issued and outstanding shares of Royal Wins PTY Ltd

• Press release dates March 19, 2021 – announcing it has completed a non-brokered private placement of 15,183,999 units of the Company at a price of $0.30 per Unit which was closed in two tranches.

• Material Change dated March 24, 2021- Completes $4.5 Million Unit Offering

• Press release dated March 29, 2021 - announcing that effective March 25, 2021, Industry Canada approved the Company’s request to change its name to Royal Wins Corporation.

• Takeover Implementation Deed dated March 29, 2021.

• Certificate of Amendment dated March 29, 2021

• Certificate of Amendment with Name Change dated March 29, 2021

• Press release dated April 1, 2021 – Royal Wins Corporation announces that it has acquired 142,085,336 ordinary shares of Royal Wins PTY Ltd. under the terms of its previously announced take-over offer.

DATED April 20, 2021.