ELYS GAME TECHNOLOGY, CORP. MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS (Form 10-Q)

This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act, and Section 21E of the
Exchange Act. All statements other than statements of historical fact could be
deemed forward-looking statements. Statements that include words such as "may,"
"might," "anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe," "pro forma" or the negative of these words or other words or
expressions of and similar meaning may identify forward-looking statements. For
example, forward-looking statements include any statements of the plans,
strategies and objectives of management for future operations, including the
execution of integration and restructuring plans and the anticipated timing of
filings; any statements concerning proposed new products, services or
developments; any statements regarding future economic conditions or
performance; statements of belief and any statement of assumptions underlying
any of the foregoing. Factors that might cause such differences include, but are
not limited to, those discussed in our Annual Report on Form 10-K for the year
ended December 31, 2021 filed with the Securities and Exchange Commission on
April 15, 2022 under the heading "Risk Factors" and the Risk Factors as
described in Item 1A of this Quarterly Report on Form 10-Q for the quarter
ended
June 30, 2022.



Overview



Except as expressly stated, the financial condition and results of operations
discussed throughout the Management's Discussion and Analysis of Financial
Condition and Results of Operations are those of Elys Game Technology, Corp. and
its consolidated subsidiaries.



We currently provide our B2C gaming services in Italy through our subsidiary,
Multigioco Srl ("Multigioco"), which operations are carried out via both
land-based or online retail gaming licenses regulated by the Agenzia delle
Dogane e dei Monopoli ("ADM") that permits us to distribute leisure betting
products such as sports betting, and virtual sports betting products through
both physical, land-based retail locations as well as online through our
licensed website www.newgioco.it or commercial webskins linked to our licensed
website and through mobile devices. Management implemented a consolidation
strategy in the Italian market by integrating all B2C operations into Multigioco
and allowed the Austria Bookmaker license that was regulated by the Austrian
Federal Finance Ministry ("BMF") to terminate.



We also provide bookmaking services in the U.S. market via our recently acquired
subsidiary US Bookmaking in certain regulated states where we offer B2B
bookmaking and platform services to our customers. Our intention is to focus our
attention on expanding the U.S. market. We recently began operation is
Washington, D.C. through a Class B Managed Service Provider and Class B Operator
license to operate a sportsbook within the Grand Central Restaurant and
Sportsbook located in the Adams Morgan area of Washington, D.C., and in October
2021 we entered into an agreement with Ocean Casino Resort in Atlantic City and
commenced operations in the state of New Jersey in March 2022.



Additionally, we provide B2B gaming technology through our Odissea subsidiary
which owns and operates a betting software designed with a unique "distributed
model" architecture colloquially named Elys Game Board (the "Platform"). The
Platform is a fully integrated "omni-channel" framework that combines
centralized technology for updating, servicing and operations with multi-channel
functionality to accept all forms of customer payment through the two
distribution channels described above. The omni-channel software design is fully
integrated with a built in player gaming account management system, built-in
sports book and a virtual sports platform through our Virtual Generation
subsidiary. The Platform also provides seamless application programming
interface integration of third-party supplied products such as online casino,
poker, lottery and horse racing and has the capability to incorporate e-sports
and daily fantasy sports providers. Management implemented a growth strategy to
expand B2B gaming technology operations in the U.S. and is considering further
expansion in Canada and Latin American countries in the near future.



Our corporate group is based in North America, which includes an executive suite
situated in Las Vegas, Nevada and a Canadian office in Toronto, Ontario through
which we carry-out corporate activities, handle day-to-day reporting and U.S.
development planning, and through which various employees, independent
contractors and vendors are engaged.



For the period ended June 30, 2022, transaction revenue generated through our
subsidiary Multigioco consisted of wagering and gaming transaction income broken
down to: (i) spread on sports bet wagers, and (ii) fixed rate commissions on
casino, poker, lotto and horse racing wagers from online based betting web-shops
and websites as well as land-based retail betting shops located throughout
Italy; while our service revenue generated by our Platform is primarily derived
from bet and wager processing in Italy through Multigioco, and in the U.S.,
through Elys Gameboard Technologies and USB. Since the majority of CTD locations
were not expected to re-open after the COVID-19 related lockdowns in Italy
subsided, management simplified our Italian footprint by focusing our investment
towards the Multigioco operations and discontinued Ulisse presence in Italy
during the second quarter of 2021.







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We believe that our Platform is considered one of the newest betting software
platforms in the world and our plan is to expand our Platform offering to new
jurisdictions around the world on a B2B basis, including expansion through
Europe, South America, South Africa and the developing market in the United
States. During the three and six months ended June 30, 2022 and 2021, we also
generated service revenue from royalties through authorized agents by providing
our virtual sports products through our Virtual Generation subsidiary and
generated service revenues through the provision of bookmaking and platform
services through our recently acquired subsidiary, US Bookmaking. We intend to
leverage our partnerships in Europe, South America, South Africa and the
developing market in the United States to cross-sell our Platform services to
expand the global distribution of our betting solutions.



We operate two business segments in the leisure games industry and our revenues are derived as follows:



1. Betting establishments




Transaction revenue through our offering of leisure betting products to retail
customers directly through our online distribution on websites or a betting shop
establishment or through third party agents that operate white-label websites
and/or land-based retail venues; and



2. Betting platform software and services

Revenues from SaaS-based services through the provision of our virtual sports platform and products to betting operators.

This MD&A includes an analysis of our business for the three months and six months ended June 30, 2022 and 2021, which includes US Bookmaking operations for the three months and six months ended June 30, 2022.


Recent Developments



Financing


On June 15, 2022, we raised $3 million in gross proceeds and issued (i) an
aggregate of 2,625,000 Shares and Pre-Funded Warrants to purchase 541,227 shares
of Common Stock to an Investor in a registered direct offering, pursuant to a
prospectus supplement to the Company's currently effective registration
statement on Form S-3 (File No. 333-256815), which was initially filed with the
U.S. Securities and Exchange Commission (the "SEC") on June 4, 2021, and was
declared effective on June 14, 2021 and (ii)in a concurrent private placement ,
warrants to purchase an aggregate of up to 3,166,227 shares of Common Stock,
with an exercise price of $0.9475 per share and expiration date of December 15,
2027, subject to customary adjustments thereunder. If after the six month
anniversary of the issuance date there is no effective registration statement
registering the shares underlying the Warrants (the "Warrant Shares") for
resale, then the Warrants are exercisable on a cashless basis.





Strategic agreements concluded with Lottomatica (currently known as GBO, SpA)

We entered into a Master Technology Development and License Agreement and a
Technical Services Agreement with Lottomatica to develop and provide a dedicated
Sports Betting Platform ("SBP") for use in both land-based and on-line
applications by Lottomatica in the U.S. and Canadian markets, as well as
potentially worldwide. The contract is for a period of ten years, after which
the source code will be assigned to Lottomatica. An option was also granted to
Lottomatica that after a period of four years from the commencement of the
provision of the SBP, that Lottomatica may acquire the source code to the SBP
for €4.0 million.



The Technical Services Agreement was entered into with our subsidiary Odissea to
provide engineering services, develop and deliver the software and provide
operational and product management support to Lottomatica on the SBP. The
initial term of the agreement is for a period of ten years and is based on cost
plus a percentage of the services provided.



In a separate Virtual Service Agreement entered into between our subsidiary
Virtual Generation and Goldbet S.p.A., a subsidiary of Lottomatica, whereby
Virtual Generation will license virtual event content to be implemented on the
Lottomatica's Platform throughout the Lottomatica vast network of retail outlets
and on the online services in Italy. The agreement provides for an exclusivity
period of two years from the date of certification of the virtual platform by
the Italian regulator (ADM), which will only allow Lottomatica and us to make
use of the platform. Virtual Generation will generate commission revenue based
on a percentage of Net Gaming Revenues.



In a separate Assignment Agreement entered into between our subsidiary,
Multigioco, Lottomatica assigned ownership of approximately 100 Sports Rights to
Multigioco, which will allow us to expand our land-based distribution network to
approximately 110 point-of-sale locations. We expect to open the additional 100
outlets over the remainder of the calendar year. These rights are only valid
until the ADM puts new location rights up for tender, which could take place at
any time, and therefore were assigned a minimal value.



Operational Developments



Management has implemented a strategic business initiative to reduce
expenditures, improve efficiencies and maximize profitability within the
underlying operating units. During the six months ended June 30, 2022, we
managed to achieve a net income position of approximately $0.19 million in our
European operations which consist of Multigioco, Odissea, Ulisse, Virtual
Generation and Elys Technology Services, despite the closure of all of our
Ulisse CTD locations in the prior year. Our U.S. USB subsidiary performance has
been disappointing, producing a net loss of $1.16 million on revenues of $0.6
million for the six months ended June 30, 2022, primarily due to personnel costs
which increased to $0.7 million and amortization of intangibles of $0.5 million.
We are attempting to address this operational performance with the USB
management team. Our other U.S. operation, Elys Gameboard, commenced operations
in October 2021 and had produced a net loss of $0.37 million, with one
operational customer. We are pursuing several new customers both in the
Washington D.C. area as well as in Maryland and Ohio and once secured we expect
to achieve profitable operations within the next twenty four months.



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We are also taking steps to reduce corporate overhead and have restructured our
operations by streamlining roles and reducing non-essential operating
expenditures. Corporate overhead expenditures, net of one-time severance and
restructuring expenses of $1.2 million, and non-cash option expense of $1.17
million were reduced by approximately $0.58 million during the six month period.
Non-cash stock option expense increased by $0.59 million over the prior year
primarily due to the stock options granted to key members of management during
the prior year.


Disclosure Regarding Russia invasion of Ukraine

Russia recently invaded Ukraine with Belarus accomplice to the invasion. The conflict between these two countries is ongoing.



We do not have any direct or indirect exposure to Ukraine, Belarus or Russia,
through our operations, employee base or any investments in any of these
countries. In addition, our securities are not traded on any stock exchanges in
these three countries. We do not believe that the sanction levied against Russia
or Belarus or individuals and entities associated with these two countries will
have a material impact on our operations or business, if any.



We do not believe that we are directly or indirectly dependent on goods from Russia, Ukraine Where Belarus or countries that support Russia.



We provide online gaming services and platform services to several customers,
including our own internal usage of our developed software, we employ the latest
encryption techniques and firewall practices and constantly monitor the usage of
our software as is required for the regulated markets which we operate in, this,
however, may not be sufficient to prevent the heightened risk of cybersecurity
attacks emanating from Russia, Ukraine, Belarus, or any other country.



The impact of the invasion by Russia of Ukraine has increased volatility in
trading prices and commodities throughout the world, to date, we have not seen a
material impact on our operations, however, a prolonged conflict may impact on
consumer spending, in general, which could have an adverse impact on the leisure
gaming industry as a whole.



Inflation


Macroeconomic conditions could negatively affect consumer spending and therefore our operations, but we have not seen any material impact to date.



Foreign Exchange



We operate in several foreign countries, including Austria, Italy, Malta,
Colombia and Canada and we incur operating expenses and have foreign currency
denominated assets and liabilities associated with these operations.
Transactions involving our corporate expenditures are generally denominated in
U.S. dollars and Canadian dollars while the functional currency of our
subsidiaries is in Euro. Changes and fluctuations in the foreign exchange rate
between the U.S. Dollar and the Euro, Canadian dollar and Colombian Peso will
have an effect on our results of operations.



Significant Accounting Policies and Estimates



Preparation of our consolidated financial statements in accordance with U.S.
generally accepted accounting principles ("GAAP") requires us to make estimates
and assumptions that affect the reported amounts of certain assets, liabilities,
revenues and expenses, as well as related disclosure of contingent assets and
liabilities. Significant accounting policies are fundamental to understanding
our financial condition and results as they require the use of estimates and
assumptions which affect the financial statements and accompanying notes. See
Note 2 - Summary of Significant Accounting Policies of the Notes to the
condensed Consolidated Financial Statements included in Part I, Item I of this
Form 10-Q for further information.



Critical accounting policies that involved a significant estimate included the following:

Impairment of assets with indefinite life and Good will

We carried intangible assets in the amount of $14.8 million and goodwill in the
amount of $16.2 million as more fully described in Notes 7 and 8 to the
condensed consolidated financial statements. The intangible assets and goodwill
are allocated between reporting units. The Company tests its goodwill and
intangible assets with an indefinite useful life annually for impairment or more
frequently if indicators for impairment exist. Impairment for goodwill is
determined by comparing the fair value of the respective reporting unit to their
carrying amount. For impairment testing of indefinite-lived intangibles. The
Company determines the fair value of the reporting units using an income-based
approach which estimates the fair value using a discounted cash flow model. Key
assumptions in estimating fair values include projected revenue growth and the
weighted average cost of capital. In addition, management recently reviewed the
future revenue and profit projections of US Bookmaking based on the forecasts
provided by the vendors at the time of performing the business valuation, which
factored in the ability to source new customers. The customer acquisition
process has proven to take longer than expected with a resultant downward
revision of new customers acquired over the forecast period and the resultant
downward impact on forecasted revenue streams. We reviewed the forecasts and
made appropriate adjustments based on our current understanding of the
addressable market, the growth rates forecast by third party market analysts,
our expected share of revenue and the expectation of how many new clients we
would realistically be able to add over the forecast period. Since performing
this analysis we have no reason to believe that further impairment is necessary
as of June 30, 2022.



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Fair value of contingent consideration

As of June 30, 2022, the Company carried contingent purchase consideration in
the amount of $13.8 million as more fully described in Note 12 to the condensed
consolidated financial statements. The contingent consideration relates to the
business combination of US Bookmaking on July 15, 2021. The contingent
consideration is based upon achievement of certain EBITDA milestones during the
next 4 years, payable 50% in cash and 50% in stock, the contingent consideration
is up to $41.8 million. At each reporting period, the Company estimates changes
in the fair value of the contingent consideration and any change in fair value
is recognized in the consolidated statements of operations and comprehensive
(loss) income.



The basis for determining contingent purchase consideration at each reporting
period is based on cumulative EBITDA for the period July 15, 2021 to December
31, 2025, with the first measurement period being December 31, 2022. The
forecasts provided by the vendors at the time of performing the business
valuation was based on achieving a certain number of new customers on an annual
basis. The customer acquisition process has proven to take longer than expected
with a resultant impact on forecasted revenue streams over the contingent
earnout period. Management revised its estimated revenues as of December 31,
2021. These forecasts were reviewed and adjusted to ensure they appeared
reasonable based on our current understanding of the addressable market, the
growth rates forecast by third party market analysts, our expected share of
revenue and the expectation of how many new clients we would realistically be
able to add in a fiscal period. We have no reason to believe that the contingent
purchase consideration, which was remeasured at December 31, 2021, needs to be
re-evaluated as of June 30, 2022.



Recently issued accounting pronouncements

See Note 2 – Summary of Significant Accounting Policies in the Notes to the Summary Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for information on recently issued accounting standards.


Results of Operations


Results of operations for the three months ended June 30, 2022 and the three months ended June 30, 2021


Revenues



The following table represents disaggregated revenues from our gaming operations
for the three months ended June 30, 2022 and 2021. Net Gaming Revenues
represents Turnover (also referred to as "Handle"), the total bets processed for
the period, less customer winnings paid out, and taxes due to government
authorities. Service Revenues is revenue invoiced for our Elys software service
and royalties invoiced for the sale of virtual products.



                                            Three Months Ended
                                                                              Increase
                                     June 30, 2022      June 30, 2021        (decrease)         Percentage change
Turnover
Turnover web-based                  $ 186,441,824      $ 219,874,610      $  (33,432,786 )              (15.2 )%
Turnover land-based                     1,818,081            218,129           1,599,952                733.5 %
Total Turnover                        188,259,905        220,092,739         (31,832,834 )              (14.5 )%

Winnings/Payouts
Winnings web-based                    173,924,052        205,048,852         (31,124,800 )              (15.2 )%
Winnings land-based                     1,557,874            166,369           1,391,505                836.4 %
Total Winnings/payouts                175,481,926        205,215,221         (29,733,295 )              (14.5 )%

Gross Gaming Revenues                  12,777,979         14,877,518          (2,099,539 )              (14.1 )%

Less: Gaming Taxes                      3,117,380          3,285,273            (167,893 )               (5.1 )%
Net Gaming Revenues                     9,660,599         11,592,245          (1,931,646 )              (16.7 )%

Add: Service Revenues                     687,136             97,704             589,432                603.3 %
Total Revenues                      $  10,347,735      $  11,689,949      $   (1,342,214 )              (11.5 )%



The change in turnover (round) is mainly explained by:



Web-based turnover decreased by approximately $33.4 million or 15.2%. The
decrease in turnover is attributable to the following; (i) during the current
year the U.S. Dollar exchange rate against the Euro has strengthened from an
average rate of $1.205 to $1.094 or 9.2%, resulting in a net currency loss in
turnover of approximately $25.7 million, (ii) the closure of the Ulisse Data
Transmission Centers ("CTD") locations during the prior year, resulted in a
decline in revenues of approximately $14.5 million; offset by an increase in
turnover from Multigioco of approximately $6.7 million or 3.6%. Despite the
slow-down in the growth of web-based revenues due to the softening of COVID
restrictions, we still managed to grow this line of our business as we continue
to gain market share. The percentage of payouts on web-based turnover remained
static at 93.3% for the three months ended June 30, 2022 and 2021 respectively.



                                       33








Land-based turnover increased by approximately $1.6 million or 733.5%. The
increase is due to the softening of COVID restrictions during the current year,
resulting in more people frequenting land-based locations which led to an
improvement in turnover at our Multigioco land based operations, we expect this
revenue to increase dramatically as we roll out our approximately 100 land-based
locations from our recently acquired operating rights. The percentage of payouts
on land-based turnover declined to 85.7% from 76.3% for the three months ended
June 30, 2022 and 2021 respectively.



The turnover mix impacts our Gross Gaming Revenue ("GGR"). Our turnover for the
three months ended June 30, 2022 is as follows; Sports betting turnover
represented 19.7% (June 30, 2021 - 23.0%); casino style games represented 79.5%
(June 30, 2021 - 76.0%); and other was 0.8% (June 30, 2021 - 1.0%). The shift
towards more casino style games during the three months ended June 30, 2022, has
a negative impact on our gross gaming revenues as the margin earned on our
sports book averaged 16.6% (June 30, 2021 - 14.8%) and for our casino style
games averaged 4.5% (June 30, 2021 - 4.4%), resulting in a blended GGR of 6.8%
(June 30, 2021 6.8%). The percentage decrease in sports book turnover and GGR is
primarily due to the closure of all Ulisse Italian based locations in June 2021.
Although the sports betting hold improved to 16.6% from 14.8%, the lower sports
betting turnover and GGR as a percentage of overall turnover and revenue
resulted in a static overall blended GGR (or hold) of 6.8%.



Gaming taxes decreased by approximately $0.2 million or 5.1%, over the prior
period. The relative rate of our gaming taxes, which is based on Gross Gaming
Revenues was 24.4% and 22.1% for the three months ended June 30, 2022 and 2021
respectively. The increase in tax rate is attributable to the closure of the
Ulisse CTD operations in June 2021, Ulisse had a significantly lower tax rate
due to its incorporation being situated outside of Italy.



Service revenues increased by approximately $0.6 million or 603.3%. This is
primarily due to; (i) revenues generated by USB operations of approximately $0.3
million and (ii) a general increase in our other service-based revenues across
our platform companies. This revenue remains insignificant to total revenues
during the periods presented.



Selling expenses


We incurred selling expenses of approximately $7.9 million and $9.6 million for
the three months ended June 30, 2022 and 2021, respectively, a decrease of
approximately $1.7 million or 17.7%. Selling expenses are commissions that are
paid to our sales agents as a percentage of turnover (handle) and are not
affected by the winnings that are paid out. Therefore, increases in turnover
(handle), will typically result in increases in selling expenses but may not
result in increases in overall revenue if winnings/payouts, that are subject to
the unknown outcome of sports events that we have no control over, are very
high. The percentage of selling expenses to turnover was fairly consistent at
4.2% compared to 4.4% for the three months ended June 30, 2022 and 2021,
respectively.



General and administrative expenses



General and administrative expenses were approximately $4.8 million and $4.8
million for the three months ended June 30, 2022 and 2021, respectively. The
general and administrative expenses remained consistent over the prior year
despite the addition of the current operating loss from USB business, which
added approximately $0.6 million of general and administrative costs for the
three months ended June 30, 2022 and an increase in group non-cash stock based
compensation expense of approximately $0.3 million for the three months ended
June 30, 2022. Management has embarked on a cost reduction exercise, eliminating
all unnecessary expenditure and focusing on returning the business to
profitability, including the costs identified in our USB subsidiary.



Restructuring and redundancy charges

Restructuring and severance expenses was approximately $1.2 million and $0 for
the three months ended June 30, 2022 and 2021, respectively. As mentioned above,
management has embarked on a cost reduction exercise, streamlining operations
and eliminating duplicated effort wherever possible, ensuring that management is
lean and efficient. We eliminated a senior role within the corporate office
resulting in a severance expense of approximately $0.4 million and an
acceleration of a non-cash stock based compensation charge of approximately
$0.75 million, for the immediate vesting of options.



Loss from Operations



The loss from operations was approximately $3.5 million and $2.7 million for the
three months ended June 30, 2022 and 2021, respectively, an increase of
approximately $0.8 million or 29.6%. The increase in operating loss is directly
attributable to the decrease in revenue, offset by the decreasing in selling
expenses and the increase in restructuring and severance expenses as discussed
above.


Interest expense, net of interest income

Interest expense was not significant for the three months ended June 30, 2022 and 2021.


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Other income



Other income was approximately $0.03 million and $0.09 million for the three
months years ended June 30, 2022 and 2021, respectively, a decrease of
approximately $0.06 million or 66.7%. Other income includes additional Covid
relief funds received in Ulisse during the prior period.



Change in fair value of contingent consideration on purchase

Change in fair value of contingent purchase consideration was approximately $0.5
million and $0 for the three months ended June, 2022 and 2021 respectively, an
increase of approximately $0.5 million.  The change in fair value of contingent
purchase consideration is the accretion expense associated with the present
value of contingent purchase consideration due on the acquisition of USB.



Other expense


Other expenses were not significant for the three months ended June 30, 2022 and 2021.

Gain (Loss) on Marketable securities



The gain on marketable securities was approximately $0.02 million for the three
months ended June 30, 2022 and the loss on marketable securities was
approximately $0.29 million for the three months ended June 30, 2021, an
increase of approximately $0.31 million or 107.1%. The losses and gains on
marketable securities is directly related to the stock price of our investment
in Zoompass which is marked-to-market each quarter. The shares in Zoompass were
acquired by the Company as settlement of a litigation matter, we have no
influence over the performance of Zoompass.



Loss Before Income Taxes



Loss before income taxes was approximately $3.9 million and $2.9 million for the
three months ended June 30, 2022 and 2021, respectively, an increase of
approximately $1.0 million or 34.5%. The increase is attributable to the
increase in loss from operations, the change in the fair value of contingent
purchase consideration, offset by the movement in the gain on marketable
securities during the current period.



Income Tax Provision



The income tax provision was a credit of approximately $0.1 million and $0.1
million for the three months ended June 30, 2022 and 2021, respectively, The
current period credit is due to the reversal of a portion of a tax provision
raised in the previous quarter on our Multigioco operations and a deferred tax
credit on intangible amortization.



Net Loss



Net loss was approximately $3.8 million and $2.8 million for the three months
ended June 30, 2022 and 2021, respectively, an increase of approximately $1.0
million or 35.7% due to the increase in loss before income taxes, discussed
above.



Comprehensive Loss


Our reporting currency is the U.S. dollar while the functional currency of our
Italian, Maltese and Austrian subsidiaries is the Euro, the functional currency
of our Canadian subsidiary is the Canadian Dollar and the functional currency of
our Colombian operation is the Colombian Peso. The financial statements of our
subsidiaries are translated into United States dollars in accordance with ASC
830, using year-end rates of exchange for assets and liabilities, and average
rates of exchange for the period for revenues, costs, and expenses and
historical rates for equity. Translation adjustments resulting from the process
of translating the local currency financial statements into U.S. dollars are
included in determining other comprehensive income.



We recorded a currency translation adjustment of approximately ($0.36) million and $0.085 for the three months ended June 30, 2022 and 2021, respectively. We expected a translation adjustment loss due to the recent strengthening of the WE dollar against the euro, because the majority of our operations are denominated in euros.


                                       35




Results of operations for the six months ended June 30, 2022 and the six months ended June 30, 2021


Revenues



The following table represents disaggregated revenues from our gaming operations
for the six months ended June 30, 2022 and 2021. Net Gaming Revenues represents
Turnover (also referred to as "Handle"), the total bets processed for the
period, less customer winnings paid out, and taxes due to government
authorities, while Service Revenues represents commissions on lotto ticket sales
and Service Revenues is revenue invoiced for our Elys software service and
royalties invoiced for the sale of virtual products.



                                             Six Months Ended
                                                                              Increase
                                     June 30, 2022      June 30, 2021        (decrease)         Percentage change
Turnover
Turnover web-based                  $ 402,222,106      $ 451,206,769      $  (48,984,663 )              (10.9 )%
Turnover land-based                     3,603,188         12,043,959          (8,440,771 )              (70.1 )%
Total Turnover                        405,825,294        463,250,728         (57,425,434 )              (12.4 )%

Winnings/Payouts
Winnings web-based                    374,777,873        420,647,267         (45,869,394 )              (10.9 )%
Winnings land-based                     2,958,287         10,331,307          (7,373,020 )              (71.4 )%
Total Winnings/payouts                377,736,160        430,978,574         (53,242,414 )              (12.4 )%

Gross Gaming Revenues                  28,089,134         32,272,154          (4,183,020 )              (13.0 )%

Less: Gaming Taxes                      6,848,210          6,614,311             233,899                  3.5 %
Net Gaming Revenues                    21,240,924         25,657,843          (4,416,919 )              (17.2 )%

Add: Service Revenues                   1,342,797            189,434           1,153,363                608.8 %
Total Revenues                      $  22,583,721      $  25,847,277      $   (3,263,556 )              (12.6 )%



The change in turnover (round) is mainly explained by:



Web-based turnover decreased by approximately $49.0 million or 10.9%. The
decrease in turnover is attributable to the following; (i) during the current
year the U.S. Dollar exchange rate against the Euro has strengthened from an
average rate of $1.205 to $1.094 or 9.2%, resulting in a net currency loss in
turnover of approximately $41.6 million, (ii) the closure of the CTD locations
during the prior year, resulted in a decline in revenues of approximately $31.5
million; offset by an increase in turnover from Multigioco of approximately
$24.1 million or 6.4%. Despite the slow-down in the growth of web-based revenues
due to the softening of COVID restrictions, we still managed to grow this line
of our business as we continue to gain market share. The percentage of payouts
on web-based turnover remained static at 93.2% for the six months ended June 30,
2022 and 2021 respectively.



Land-based turnover decreased by approximately $8.4 million or 70.1%. The
decrease in turnover is attributable to the following; (i) during the current
year the U.S. Dollar exchange rate against the Euro has strengthened from an
average rate of $1.205 to $1.094 or 9.2%, resulting in a net currency loss in
turnover of approximately $1.1 million, (ii) the closure of the CTD locations
during the prior year, resulted in a decline in revenues of approximately $10.7
million; offset by an increase in turnover from Multigioco of approximately $3.4
million or 1,666.7%, due to the softening of COVID restrictions during the
current year, resulting in more people frequenting land-based locations which
led to an improvement in turnover at our Multigioco land based operations. we
expect this revenue to increase dramatically as we roll out our approximately
100 land-based locations from our recently acquired operating rights. The
percentage of payouts on land-based turnover improved to 82.1% from 85.8% for
the six months ended June 30, 2022 and 2021 respectively.



The turnover mix impacts our Gross Gaming Revenue ("GGR"). Our turnover for the
six months ended June 30, 2022 is as follows; Sports betting turnover
represented 19.7% (June 30, 2021 - 23.9%); casino style games represented 79.5%
( June 30, 2021 - 75.1%); and other was 0.8% (June 30, 2021 - 1.0%). The shift
towards more casino style games during the six months ended June 30, 2022, has a
negative impact on our gross gaming revenues as the margin earned on our sports
book averaged 17.5% (June 30, 2021 - 15.9%) and for our casino style games
averaged 4.4% (June 30, 2021 - 4.2%), resulting in a blended GGR of 6.9% (June
30, 2021 7.0%). The percentage decrease in sports book turnover and GGR is
primarily due to the closure of all Ulisse Italian based locations in June 2021.
Although the sports betting hold improved to 17.5% from 15.9%, the lower sports
betting turnover and GGR as a percentage of overall turnover and revenue
resulted in a static overall blended hold of 6.9%.



Gaming taxes increased by approximately $0.2 or 3.5% over the prior period. The
relative rate of our gaming taxes, which is based on Gross Gaming Revenues was
24.4% and 20.5% for the six months ended June 30, 2022 and 2021, respectively.
The increase is attributable to the closure of the Ulisse CTD operations in June
2021, Ulisse had a significantly lower tax rate due to its incorporation being
situated outside of Italy.


Service revenues increased by approximately $1.2 million or 608.8%. This is
primarily due to; (i) revenues generated by USB operations of approximately $0.6
million and (ii) a general increase in our other service-based revenues across
our platform companies. This revenue remains insignificant to total revenues
during the periods presented.



                                       36









Selling expenses



We incurred selling expenses of approximately $17.2 million and $20.3 million
for the six months ended June 30, 2022 and 2021, respectively, a decrease of
approximately $3.1 million or 15.3%. Selling expenses are commissions that are
paid to our sales agents as a percentage of turnover (handle) and are not
affected by the winnings that are paid out. Therefore, increases in turnover
(handle), will typically result in increases in selling expenses but may not
result in increases in overall revenue if winnings/payouts, that are subject to
the unknown outcome of sports events that we have no control over, are very
high. The percentage of selling expenses to turnover decreased to 4.2% from 4.4%
for the six months ended June 30, 2022 and 2021, respectively.



General and administrative expenses



General and administrative expenses were approximately $9.8 million and $8.9
million for the six months ended June 30, 2022 and 2021, respectively, an
increase of approximately $0.9 million or 10.1%. The increase over the prior
year is attributable to the following; an increase in general and administrative
expenses of approximately $1.3 million related to the acquisition of USB on July
15, 2021, of which approximately $0.7 million relates to personnel costs; which
was offset by a decrease in general and administrative expenses at our European
operations and corporate office by approximately $0.9 million in line with our
mandate to focus on profitability. Management continues to focus on cost
reduction, eliminating all unnecessary expenditure and focusing on returning the
business to profitability, including the costs identified in our USB subsidiary.



Restructuring and redundancy charges

Restructuring and severance expenses was approximately $1.2 million and $0 for
the six months ended June 30, 2022 and 2021, respectively. As mentioned above,
management has embarked on a cost reduction exercise, streamlining operations
and eliminating duplicated effort wherever possible, ensuring that management is
lean and efficient. We eliminated a senior role within the corporate office
resulting in a severance expense of approximately $0.4 million and an
acceleration of a non-cash stock based compensation charge of approximately
$0.75 million, for an immediate vesting of options.



Loss from Operations



The loss from operations was approximately $5.6 million and $3.3 million for the
six months ended June 30, 2022 and 2021, respectively, an increase of
approximately $2.3 million or 69.7%. The increase in loss from operations is
primarily due to the following: (i) the decrease in revenue, the increase in
general and administrative expenses and restructuring and severance costs,
offset by the decrease in selling expenses, as discussed above.



Interest expense, net of interest income

Interest charges were not significant for the six months ended June 30, 2022 and 2021.



Amortization of debt discount

The amortization of debt discount in the prior period related to convertible debentures that were redeemed or converted in the prior year.


Other income



Other income was approximately $0.07 million and $0.4 million for the six months
ended June 30, 2022 and 2021, respectively, a decrease of approximately $0.03
million or 82.5%. In the prior year, other income included a COVID tax credit of
$0.09 million received from the Agenzia delle Dogane e dei Monopoli ("ADM") for
taxes previously charged; $0.2 million of COVID relief funds received by Ulisse
during the prior period.



Other expense


Other expense was approximately $0.01 million and $0.03 million for the six
months ended June 30, 2022 and 2021, respectively, a decrease of approximately
$0.02 million or 66.7%. In the prior year, other expenses included an
administrative penalty of $0.03 million related to ADM taxes provided for by
Multigioco.


(Loss) gain on Marketable securities



The gain on marketable securities was approximately $0.09 million and the loss
on marketable securities was approximately $0.09 million for the six months
ended June 30, 2022 and 2021, respectively, an increase of approximately $0.18
million. The losses and gains on marketable securities is directly related to
the stock price of our investment in Zoompass which is marked-to-market each
quarter. The shares in Zoompass were acquired by the Company as settlement of a
litigation matter, we have no influence over the performance of Zoompass.



                                       37




Loss before income taxes



Loss before income taxes was approximately $6.3 million and $3.1 million for the
six months ended June 30, 2022 and 2021, respectively, an increase of
approximately $3.2 million or 103.2%. The increase is primarily attributable to
the increase in loss from operations and the change in fair value of contingent
purchase consideration, as discussed above



Income Tax Provision


The income tax provision was approximately $0.03 million and $0.28 million for the six months ended June 30, 2022 and 2021, respectively, a decrease of approximately $0.25 million. The current year expense decreased due to the closure of Ulisse CTD operations in June 2021 during the prior period.


Net Loss


The net loss was approximately $6.4 million and $3.4 million for the six months ended June 30, 2022 and 2021, respectively, an increase of approximately $3.0 million or 88.2% due to higher loss before income taxes and lower provision for income taxes, discussed above.


Comprehensive Loss


Our reporting currency is the U.S. dollar while the functional currency of our
Italian, Maltese and Austrian subsidiaries is the Euro, the functional currency
of our Canadian subsidiary is the Canadian Dollar and the functional currency of
our Colombian operation is the Colombian Peso. The financial statements of our
subsidiaries are translated into United States dollars in accordance with ASC
830, using year-end rates of exchange for assets and liabilities, and average
rates of exchange for the period for revenues, costs, and expenses and
historical rates for equity. Translation adjustments resulting from the process
of translating the local currency financial statements into U.S. dollars are
included in determining other comprehensive income.



We recorded a currency translation adjustment of approximately $0.5 million and ($0.26) million for the six months ended June 30, 2022 and 2021, respectively. We expected a translation adjustment loss due to the recent strengthening of the WE dollar against the euro, because the majority of our operations are denominated in euros.

Cash and capital resources

Our principal cash requirements have included the funding of acquisitions,
repayments of convertible debt and deferred purchase consideration, the purchase
of property and equipment, and working capital needs. Working capital needs
generally result from expenses incurred in developing our gaming platform for
the various markets we operate in and new markets we are developing as well as
our intention to aggressively expand into the US market.



To date, we financed our business primarily though debt and equity placements
and cash generated from operations. Recently, we have financed our business from
the sale of shares of our common stock pursuant to the terms of the Open Market
Sales AgreementSM that we entered into with Jefferies LLC on November 19, 2021,
and a registered direct offering and concurrent private placement with an
investor that closed on June 15, 2022.



Between March 28, 2022 and April 13, 2022, we sold 168,016 shares of common
stock for gross proceeds of $387,053, less brokerage fees of $11,612 pursuant to
the Open Market Sales AgreementSM that we entered into with Jefferies LLC on
November 19, 2021.



On June 13, 2022, we entered into a Securities Purchase Agreement with a single
investor (the "investor") whereby we issued an aggregate of 2,625,000 shares of
our common stock and Pre-Funded Warrants to purchase 541,227 shares of common
stock in a registered direct offering, in addition we issued a warrant for
3,166,227 shares of common stock, exercisable at $0.9475 per share with a
maturity date of December 15, 2027, to the Investor in a concurrent private
placement. The registered direct offering and concurrent private placement
closed on June 15, 2022. The gross proceeds from the offering were approximately
$3,000,000 and the net proceeds from the offering were approximately $2.6
million after deducting certain fees due to the Placement Agent and our
estimated transaction expenses.



Our ability to generate sufficient cash flow from operations is dependent on the
continued demand for our gaming services we offer to our customers through our
land based and web based locations as well as the gaming platforms we license to
third parties.



Based on our forecasts, we believe that we have adequate resources to continue
operating for the next twelve months. We plan to continue our expansion plans in
both the U.S. and Italian markets at a rate of growth that we believe is
sustainable and achievable by us. If additional accretive opportunities arise
during the execution of our business plans, we might consider raising additional
cash through either debt or equity funding, if such debt or equity raise is
available at terms that are acceptable to us, if at all.





                                       38




The ongoing COVID-19 pandemic has impacted our Italian based operations, we have
seen a shift towards web-based turnover (Handle) from our land-based turnover
with the permanent closure of our Ulisse betting shop locations. The percentage
Hold or Gross Gaming Revenue generated from our turnover is typically lower on
web-based business which generally favors more casino type gaming at lower
margins, as discussed above.



Assets



At June 30, 2022, we had total assets of approximately $42.9 million compared to
approximately $44.6 million at December 31, 2021. A decrease of approximately
$1.7 million, primarily due to a decrease in cash balances of approximately $1.3
million, a decrease in gaming receivables of approximately $1.5 million, offset
by an increase in prepaid expenditure of approximately $1.0 million, primarily
related to prepaid software development expenses for the US market, the balance
of the movement is made up of several individually insignificant asset
movements.



Liabilities



At June 30, 2022, we had approximately $26.6 million and $26.8 million in total
liabilities at December 31, 2021. The decrease is primarily attributable to a
decrease in accounts payable and accrued liabilities of approximately $2.0
million, primarily due to the concerted effort to reduce expenditure and the
payment of several significant corporate legal bills during the current period,
an increase in operating lease liabilities of approximately $0.5 million, due to
a new Multigioco property lease entered into to accommodate the groups
expansion, an increase in contingent purchase consideration of approximately
$0.9 million, and an increase in promissory notes payable to a shareholder and
director of approximately $0.26 million.



Working Capital


Working capital remained stable at approximately $1.5 million at June 30, 2022
and December 31, 2021.



Accumulated Deficit



As of June 30, 2022, we had accumulated deficit of approximately $54.6 million
compared to accumulated deficit of approximately $48.2 million at December
31,
2021.


Cash flow from operating activities



Net cash used in operating activities was approximately $3.6 million and $1.8
million for the six months ended June 30, 2022 and 2021, respectively, an
increase of approximately $1.8 million. The increase in cash used in operating
activities is primarily due to the increase in operating loss of approximately
$3.0 million as discussed under results of operations above, offset by an
increase in non-cash movements of approximately $2.6 million, primarily due to
an increase in the movement in stock based compensation expense of approximately
$1.3 million, including the accelerated amortization of stock options granted to
a severed executive whose options vested immediately, the movement in the change
in the fair value of contingent purchase consideration of approximately $0.9
million, due to the accretion expense expected on the USB earnout, and the
increase in the movement of depreciation and amortization of approximately $0.45
million, primarily due the amortization of intangibles on the acquisition of
USB.


Cash flow from investing activities



Net cash used in investing activities for the six months ended June 30, 2022 was
approximately $0.2 million compared to net cash used in investing activities of
approximately $0.1 million for the six months ended June 30, 2021. We invested
funds in computer related software and hardware predominantly for the U.S.
based
expansion strategy.


Cash flow from financing activities

Net cash provided by financing activities for the six months ended June 30, 2022
was approximately $3.1 million compared to approximately $2.9 million for the
six months ended June 30, 2022. In the current period, a net amount of
approximately $2.6 million was raised from a registered direct offering
discussed above, after broker fees and expenses of approximately $0.4 million,
and a further, approximately $0.25 million was raised from ATM sales, as
discussed above. In the prior year net cash provided by financing activities
consisted primarily of net proceeds of approximately $3.9 million raised from
the exercise of warrants related to the underwritten public offering in August
2020, offset by the repayment of the bank letter of credit of approximately $0.5
million and the payment of deferred purchase consideration of approximately
$0.4
million.



Contractual Obligations


Current accounting standards require disclosure of material obligations and commitments to make future payments under contracts, such as debts, leases and purchase obligations.


                                       39







The amount of future minimum lease payments under finance leases are as follows:



                                                         Amount
  Remainder of 2022                                    $  3,989
  2023                                                    6,488
  2024                                                      753
  Total undiscounted minimum future lease payments     $ 11,230




The amount of future minimum lease payments under operating leases are as
follows:

                                                          Amount
  Remainder of 2022                                    $   165,030
  2023                                                     288,991
  2024                                                     218,147
  2025                                                     196,715
  2026 and thereafter                                      321,741
  Total undiscounted minimum future lease payments     $ 1,190,624



Off-balance sheet arrangements



We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenue or expenses, results of operations, liquidity, capital
expenditures or capital resources that we expect to be material to investors. We
do not have any non-consolidated, special-purpose entities.



Related Party Transactions


Deferred Purchase Consideration, Related party



During the first and second quarter of the prior year, we paid the remaining
balance of €312,500 (approximately $385,121) to related parties in terms of the
Virtual Generation promissory note.



The movement on deferred purchase consideration consists of the following:



                                              December 31, 2021

Principal Outstanding Promissory notes due to related parties $382,128 Cash reimbursement

                                    (385,121 )
Foreign exchange movements                              2,993
                                                           -
Present value discount on future payments
Present value discount                                 (5,174 )
Amortization                                            5,133
Foreign exchange movements                                 41
                                                           -
Deferred purchase consideration, net        $              -




Related party (Debts) Receivables

Payables and receivables from related parties represent non-interest-bearing receivables (debts) that are due on demand.

The outstanding balances are as follows:


                             June 30, 2022      December 31, 2021
Related Party payables
Luca Pasquini               $         (173 )   $            (502 )
Victor Salerno                    (321,144 )             (51,878 )
                            $     (321,317 )   $         (52,380 )

Related Party Receivables
Luca Pasquini               $           -      $           1,413




                                       40











Luca Pasquini



On January 31, 2019, we acquired Virtual Generation for
€4,000,000 (approximately $4,576,352), Mr. Pasquini, who at the time of
acquisition was an executive officer and director of the Corporation, was a 20%
owner of Virtual Generation and was due gross proceeds of
€800,000 (approximately $915,270). The gross proceeds of €800,000 was to be
settled by a payment in cash of €500,000 over a twelve month period and by the
issuance of common stock valued at €300,000 over an eighteen month period. As of
June 30, 2021, we had paid Mr. Pasquini the full cash amount of
€500,000 (approximately $604,380) and issued 112,521 shares valued at
€300,000 (approximately $334,791).



On January 22, 2021we issued Mr Pasquini 44,968 ordinary shares valued at $257,217in settlement of the indemnity due to him.



On July 11, 2021, we entered into an agreement with Engage IT Services
Srl.("Engage"), to provide gaming software and maintenance and support of the
system, the total contract price was €390,000 (approximately $459,572), in
addition, on October 14, 2021, we entered into a further agreement with Engage,
to provide gaming software and maintenance and support of the system for a
period of 12 months, the total contract price
was €1,980,000 (approximately $2,192,000). Mr. Pasquini owns 34% of Engage



On September 13, 2021, Mr. Pasquini, the Company's Vice President of Technology,
resigned as a director of the Company and on October 4, 2021, Mr. Pasquini
became the Global Head of Engineering of the Company's subsidiary Odissea
Betriebsinformatik Beratung GmbH and ceased to be Vice President of Technology
and an executive officer of the Company.





Michele Ciavarella



Mr. Ciavarella, the Company's Executive Chairman of the Board, agreed to receive
$140,000 of his 2021 fiscal year compensation as a restricted stock award, on
January 22, 2021, we issued Mr. Ciavarella 24,476 shares of common stock valued
at $140,000 on the date of issue.



On January 22, 2021we issued Mr. Ciavarella 175,396 ordinary shares valued at $1,003,265in settlement of the indemnity due to him.

On July 15, 2021, Mr. Ciavarellaour executive chairman y, was named chief executive officer and interim president, effective July 15, 2021. Mr. Ciavarella will serve as Executive Chairman and Interim Chief Executive Officer until the earlier of his resignation or removal.

Mr. Ciavarella agreed to receive his 2021 bonus and a portion of his 2022 salary as a restricted stock award. On January 7, 2022we issued Mr. Ciavarella 162,835 ordinary shares valued at $425,000 on the date of issue.



Carlo Reali



On January 5, 2022we promoted Carlo Reali as interim chief financial officer.

On March 29, 2022we issued Mr. Reali ten-year options exercisable for 100,000 ordinary shares, at an exercise price of $2.50 per share, acquired in equal shares over a period of 4 years from the January 1, 2023.

We do not have a formal employment or other compensation related agreement with
Mr. Reali; however, Mr. Reali will continue to receive the same compensation
that he currently receives which is an annual base salary of €76,631
(approximately $83,847).



Victor Salerno


On July 15, 2021we have completed the acquisition of USB and, pursuant to the purchase agreement, we have acquired 100% of USB, from its members (the “Sellers”). Mr. Salerno owned 68% of USB and received $4,080,000 of the
$6,000,000 paid in cash at closing and 860,760 of the 1,265,823 common shares issued at closing.

Together with the consummation of the acquisition of USB, we entered into a 4
year employment agreement with Mr. Salerno terminating on July 14, 2025 (the
"Salerno Employment Agreement"), automatically renewable for a period of one
year unless notified by either party of non-renewal. The employee will earn an
initial base salary of $0 and thereafter $150,000 per annum commencing on
January 1, 2022. Mr. Salerno is entitled to bonuses, equity incentives and
benefits consistent with those of other senior employees.



Mr. Salerno may be terminated for no cause or resign for good reason, which
termination would entitle him to the greater of one year's salary or the
remaining term of the employment agreement plus the highest annual incentive
bonus paid to him during the past two years. If Mr. Salerno is terminated for
cause he is entitled to all unpaid salary and expenses due to him at the time of
termination. If the employment agreement is terminated due to death, his heirs
and successors are entitled to all unpaid salary, unpaid expenses and one times
his annual base salary. Termination due to disability will result in Mr. Salerno
being paid all unpaid salary and expenses and one times annual salary.



                                       41





Pursuant to the Salerno Employment Agreement, Mr. Salerno has also agreed to
customary restrictions with respect to the disclosure and use of the Company's
confidential information and has agreed that work product or inventions
developed or conceived by him while employed with the Company relating to its
business is the Company's property. In addition, during the term of his
employment and if terminated for cause for the 12 month period following his
termination of employment, Mr. Salerno has agreed not to (1) perform services on
behalf of a competing business which was the same or similar to the type of
services he was authorized, conducted, offered or provided to the Company, (2)
solicit or induce any of the Company's employees or independent contractors to
terminate their employment with the Company, (3) solicit any actual or
prospective customers with whom he had material contact on behalf of a competing
business or (4) solicit any actual or prospective vendors with whom he had
material contact to support a competing business.



On September 13, 2021the Council has appointed Mr. SalernoPresident and Founder of our newly acquired subsidiary, USB, to serve on the Board of Directors.

Before acquiring USB, Mr. Salerno had advanced USB $100,000 whose $50,000 was forgiven and the rest $50,000 is still due to Mr. Salernothe amount of which bears interest at 8% per annum, compounded monthly and is repayable on December 31, 2023.



Between February 23, 2022 and May 18, 2022, Mr. Salerno advanced USB a total of
$260,000 in terms of purported promissory notes, bearing interest at 10% per
annum and repayable on June 30, 2022. These purported promissory notes contain a
default clause whereby any unpaid principal would attract an additional 25%
penalty. These notes were advanced to USB without our consent, as per the terms
of the Members Interest Purchase Agreement entered into on July 15, 2021.
Therefore we acknowledge the advances of funds to USB by Mr. Salerno, however
the terms of the advance and the default penalty have not been accepted and are
subject to negotiation or dispute.



Paul Sallwasser



On September 13, 2021, we granted Mr. Sallwasser ten year options exercisable
for 21,300 shares of common stock at an exercise price of $5.10, vesting equally
over a twelve month period commencing on September 13, 2021.



Steven Shallcross


On January 22, 2021we delivered to Mr. ShallcrossDirector of the Company, 5,245 ordinary shares valued at $30,000in payment of attendance fees due to him.



On September 13, 2021, we granted Mr. Shallcross ten year options exercisable
for 13,600 shares of common stock at an exercise price of $5.10, vesting equally
over a twelve month period commencing on September 13, 2021.



Andrea Mandel-Mantello


On June 29, 2021, the Board of Directors has appointed Mr. Mandel-Mantello as a member of the Board. The appointment was effective immediately and Mr. Mandel-Mantello serves on the Board’s Audit Committee.

On September 13, 2021we granted Mr. Mandel-Montello ten-year options exercisable for 13,600 common shares at an exercise price of $5.10acquired in equal parts over a period of twelve months from the September 13, 2021.

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