• Sun. Dec 3rd, 2023

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ELYS Activity Engineering, CORP. : Unregistered Sale of Fairness Securities, Regulation FD Disclosure, Money Statements and Reveals (variety 8-K)

Product 3.02 Unregistered Profits of Equity Securities.

The disclosure in Item 7.01 of this Variety 8-K is integrated by reference into
this Product 3.02.

Merchandise 7.01 Regulation FD Disclosure

On February 14, 2023, Elys Recreation Know-how, Corp. (the “Firm”) engaged
Shareholder Intelligence Expert services, LLC (“ShareIntel”) to employ their patented,
proprietary services offerings to acquire share investing analytic metrics designed
to identify if the Company has been the goal of improper and probably
illegal investing routines, such as illegal bare limited advertising, in an effort
to enable the Organization to superior watch buying and selling activity, which include prospective
violations of SEC Regulation SHO, which governs inventory and possibility share identify,
near out and fail to provide requirements.

Based mostly on an initial investigation of the Firm’s historic inventory buying and selling exercise,
the Company thinks that it may perhaps have been the victim of a person or far more of these
illegal practices.

Expert Warrants

On February 14, 2023, the Company issued a warrant (the “Advisor Warrant”) to
buy up to 200,000 shares of Typical Stock to a 3rd-get together firm, as
thing to consider for services delivered. The Advisor Warrant is exercisable at a
rate of $.89 per share and vests at a fee of 1,000 warrant shares for each individual
reduction 10,000 shares of Reduction in Imbalances (Shorts), and will expire
a few yrs from the day of issuance.

The variety of shares of common inventory that could be issued upon physical exercise of the
Warrant is issue to an Trade Cap (as outlined in the Warrants) except if
shareholder approval to exceed the Exchange Cap is accredited. The get-togethers concur
to amend the Warrants as vital in purchase to comply with the specifications of
the Nasdaq Funds Marketplaces. The transaction does not entail a general public supplying.
The specialist is an “accredited investor” and has access to information and facts about
us and their investment decision. The Enterprise relied on the exemption from registration
afforded by Area 4(a)(2) of the Securities Act in relationship with the
issuance of the Advisor Warrant.

The foregoing description of the Guide Warrant is competent in its entirety
by reference to the complete textual content of the kind of Consultant Warrant, a copy of which
is hooked up hereto as Exhibits 4.1.

The information disclosed beneath this Merchandise 7.01 is remaining furnished and shall not
be deemed “submitted” for uses of Area 18 of the Securities Exchange Act of
1934, as amended, nor shall it be incorporated by reference into any
registration assertion or other doc pursuant to the Securities Act of 1933,
as amended, apart from as expressly established forth in this sort of submitting.

Product 9.01. Economical Statements and Exhibits.


The pursuing exhibits are filed with this Latest Report on Form 8-K.

 Variety    Show Description
  4.1        Type of Warrant
  104      Deal with Website page Interactive Knowledge File (embedded in just the Inline XBRL doc).

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