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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 40-F

[X]	Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
[  ]	Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended ______________

Commission File Number ______________

The Real Brokerage Inc.
(Exact name of Registrant as specified in its charter)

British Columbia, Canada	7370	N/A
(Province or other jurisdiction of	(Primary Standard Industrial Classification	(I.R.S. Employer
incorporation or organization)	Code Number)	Identification Number)

133 Richmond Street West
Suite 302
Toronto, Ontario
(646) 469-7107
(Address and telephone number of Registrant's principal executive offices)

COGENCY GLOBAL INC.

122 East 42nd Street, 18th Floor

New York, NY 10168

1-800-221-0102
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Shares, no par value	NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

[  ]  Annual information form

[  ]  Audited annual financial statements

Indicate the number of outstanding shares of each of the registrant's classes of capital or common stock as of the close of the period covered by the annual report: N/A

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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. [  ] Yes  [X] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [  ]Yes  [  ]  No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

[X] Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  [  ]

†	The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

EXPLANATORY NOTE

The Real Brokerage Inc. (the "Company", the "Registrant") is a Canadian public issuer eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

FORWARD LOOKING STATEMENTS

This Registration Statement and the Exhibits incorporated by reference into this Registration Statement of the Registrant contain forward-looking statements that reflect our management's expectations with respect to future events, our financial performance and business prospects. All statements other than statements of historical facts, contained in documents incorporated by reference in this Registration Statement that address activities, events or developments that management of the Company expect or anticipate will or may occur in the future are forward-looking statements.  Although the Registrant has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "proposed" "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "likely", "might", "will" or "will be taken", "occur" or "be achieved", but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Registrant to be materially different from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of continued development, marketing and sales as well as those factors discussed under the heading "Risk Factors" in the Registrant's Filing Statement, included as Exhibit 99.8 to this Registration Statement.

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There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Although the management and of officers of the Registrant believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions and have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Registrant's forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits. In preparing this Registration Statement, the Registrant has not updated such forward-looking statements to reflect any change in circumstances or in management's beliefs, expectations or opinions that may have occurred prior to the date hereof. Nor does the Registrant assume any obligation to update such forward-looking statements in the future. Consequently, all of the forward-looking statements made in documents incorporated by reference in this Registration Statement are qualified by these cautionary statements and other cautionary statements or factors contained herein and therein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. Accordingly, for the reasons set forth above, the forward-looking statements in the Exhibits incorporated by reference into this Registration Statement should not be unduly relied upon.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant currently prepares its financial statements, which are filed with this report on Form 40-F in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards.

PRINCIPAL DOCUMENTS

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.93, inclusive, as set forth in the Exhibit Index attached hereto.

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consent of certain experts named in the foregoing Exhibits as Exhibit 99.93, as set forth in the Exhibit Index attached hereto.

TAX MATTERS

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this registration statement on Form 40-F.

DESCRIPTION OF COMMON SHARES

The required disclosure is included in Exhibit 99.13.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant does not have any off-balance sheet arrangements.

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CURRENCY

Unless otherwise indicated, all dollar amounts in this Registration Statement on Form 40-F are in United States dollars.

CONTRACTUAL OBLIGATIONS

The following table lists, as of December 31, 2020, information with respect to the Registrant's known contractual obligations (in thousands):

		Payments due by period
					Less than									More than
Contractual Obligations		Total			1 year			1-3 years			3-5 years			5 years
Long-Term Debt Obligations	$	-		$	-		$	-		$	-		$	-
Capital (Finance) Lease Obligations	$	-		$	-		$	-		$	-		$	-
Operating Lease Obligations	$	215		$	85		$	130		$	-		$	-
Purchase Obligations	$	-		$	-		$	-		$	-		$	-
Other Long-Term Liabilities Reflected on Balance Sheet	$	-		$	-		$	-		$	-		$	-
Total	$	215		$	85		$	130		$	-		$	-

UNDERTAKING

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Registrant has concurrently filed a Form F-X in connection with the class of securities to which this Registration Statement relates.

Any change to the name or address of the Registrant's agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

		THE REAL BROKERAGE INC.
	By:	/s/ Tamir Poleg
		Name: Tamir Poleg
		Title: Chief Executive Officer

Date: May 25, 2021

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EXHIBIT INDEX

The following documents are being filed with the Commission as Exhibits to this Registration Statement:

	EXHIBIT	DESCRIPTION
	99.1	Management Certification on Form 13-502F1 dated February 18, 2020
	99.2	Audited Consolidated Financial Statements for the years ended December 31, 2019 and December 31, 2018
	99.3	Management Certification on Form 13-501F1 dated February 18, 2020
	99.4	Management Discussion and Analysis for the year ended December 31, 2019
	99.5	Certification of Annual Filings by CFO dated February 18, 2020
	99.6	Certification of Annual Filings by CEO dated February 18, 2020
	99.7	News Release dated May 7, 2020
	99.8	Filing Statement dated May 26, 2020
	99.9	News Release dated May 27, 2020
	99.10	News Release dated June 8, 2020
	99.11	Certificate of Change of Name dated June 5, 2020
	99.12	Notice of Articles dated June 5, 2020
	99.13	Articles of The Real Brokerage Inc. dated February 27, 2018
	99.14	News Release dated June 12, 2020
	99.15	News Release dated June 18, 2020
	99.16	Material Change Report dated June 19, 2020
	99.17	Notice of Meeting and Record Date dated June 19, 2020
	99.18	Notice of Change of Auditor dated June 8, 2020
	99.19	Securities Exchange Agreement dated March 5, 2020
	99.20	Notice of Change in Corporate Structure dated June 25, 2020
	99.21	Unaudited Condensed Interim Consolidated Financial Statements for the periods ended March 31, 2020 and March 31, 2019
	99.22	Management Discussion and Analysis for the period ended March 31, 2020
	99.23	Certification of Interim Filings by CFO dated July 14, 2020
	99.24	Certification of Interim Filings by CEO dated July 14, 2020

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	99.25	Unaudited Interim Condensed Consolidated Financial Statements for the period ended March 31, 2020
	99.26	Notice of Meeting dated July 16, 2020
	99.27	Management Information Circular dated July 16, 2020
	99.28	Form of Proxy for Annual General and Special Meeting to be held on August 20, 2020
	99.29	News Release dated August 11, 2020
	99.30	News Release dated August 12, 2020
	99.31	Material Change Report dated August 13, 2020
	99.32	News Release dated August 25, 2020
	99.33	Unaudited Interim Condensed Consolidated Financial Statements for the period ended June 30, 2020
	99.34	Management Discussion and Analysis for the periods ended June 30, 2020 and June 30, 2019
	99.35	Certification of Interim Filings by CFO dated August 26, 2020
	99.36	Certification of Interim Filings by CEO dated August 26, 2020
	99.37	News Release dated August 26, 2020
	99.38	News Release dated September 16, 2020
	99.39	News Release dated September 21, 2020
	99.40	News Release dated October 15, 2020
	99.41	Material Change Report dated October 15, 2020
	99.42	News Release dated October 6, 2020
	99.43	News Release dated November 6, 2020
	99.44	Unaudited Interim Condensed Consolidated Financial Statements for the period ended September 30, 2020
	99.45	Management Discussion and Analysis for the periods ended September 30, 2020 and September 30, 2019
	99.46	Certification of Interim Filings by CFO dated November 20, 2020
	99.47	Certification of Interim Filings by CEO dated November 20, 2020
	99.48	News Release dated November 20, 2020
	99.49	News Release dated December 3, 2020
	99.50	News Release dated December 9, 2020

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	99.51	Subordinated Guarantee Agreement dated December 2, 2020
	99.52	Securities Subscription Agreement dated December 2, 2020
	99.53	Registration Rights Agreement dated December 2, 2020
	99.54	Amended and Restated Limited Liability Company Agreement of Real Pipe, LLC dated December 2, 2020
	99.55	Investor Rights Agreement dated December 2, 2020
	99.56	Exchange and Support Agreement dated December 2, 2020
	99.57	Material Change Report dated December 11, 2020
	99.58	News Release dated January 11, 2021
	99.59	Asset Purchase Agreement dated January 8, 2021
	99.60	Material Change Report dated January 14, 2021
	99.61	News Release dated January 26, 2021
	99.62	News Release dated January 28, 2021
	99.63	News Release dated February 9, 2021
	99.64	Notice of Meeting and Record Date dated February 19, 2021
	99.65	Management Certification on Form 13-502F1 dated March 17, 2021
	99.66	Audited Consolidated Financial Statements for the years ended December 31, 2020 and December 31, 2019
	99.67	Management Certification on Form 13-501F1 dated March 16, 2021
	99.68	Management Discussion and Analysis for the years ended December 31, 2020 and December 31, 2019
	99.69	Certification of Annual Filings by CFO dated March 19, 2021
	99.70	Certification of Annual Filings by CEO dated March 19, 2021
	99.71	News Release dated March 19, 2021
	99.72	Notice of Meeting dated March 17, 2021
	99.73	Management Information Circular dated March 17, 2021
	99.74	Form of Proxy for Annual General Meeting to be held on April 20, 2021
	99.75	News Release dated March 15, 2021
	99.76	News Release dated March 17, 2021

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	99.77	News Release dated March 23, 2021
	99.78	News Release dated April 5, 2021
	99.79	News Release dated April 15, 2021
	99.80	News Release dated April 20, 2021
	99.81	News Release dated April 22, 2021
	99.82	News Release dated April 23, 2021
	99.83	News Release dated April 27, 2021
	99.84	News Release dated April 29, 2021
	99.85	News Release dated May 5, 2021
	99.86	Unaudited Condensed Interim Consolidated Financial Statements for the periods ended March 31, 2021 and March 31, 2020
	99.87	Management Discussion and Analysis for the period ended March 31, 2021
	99.88	Certification of Interim Filings by CFO dated May 11, 2021
	99.89	Certification of Interim Filings by CEO dated May 11, 2021
	99.90	News Release dated May 11, 2021
	99.91	News Release dated May 14, 2021
	99.92	News Release dated May 17, 2021
	99.93	Consent of  Brightman Almagor Zohar & Co.

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FILING STATEMENT

IN RESPECT OF THE

QUALIFYING TRANSACTION OF

ADL VENTURES INC.

WITH

REAL TECHNOLOGY BROKER LTD.

May 26, 2020

 

 

 

Neither the TSX Venture Exchange Inc. (the "Exchange") nor any securities regulatory authority has in any way passed upon the merits of the Qualifying Transaction described in this filing statement.

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TABLE OF CONTENTS

(i)

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(ii)

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GLOSSARY OF TERMS

The following is a glossary of certain definitions used in this Filing Statement. Terms and abbreviations used in the appendices to this Filing Statement are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated.

"ADL" or the "Company" means ADL Ventures Inc., a capital pool company;

"ADL Common Shares" means the common shares of ADL Ventures Inc.;

"ADL Option Plan" means the ADL stock option plan dated April 18, 2018;

"Affiliate" means a corporation that is affiliated with another corporation as follows:

(a) a corporation is an "Affiliate" of another corporation if:

(i) one of them is the subsidiary of the other; or

(ii) each of them is controlled by the same Person;

(b) a corporation is "controlled" by a Person if:

(i) voting securities of the corporation are held, other than by way of security only, by or for the benefit of that Person; and

(ii) the voting securities, if voted, entitle the Person to elect a majority of the directors of the corporation;

(c) a Person beneficially owns securities that are beneficially owned by:

(i) a corporation controlled by that Person; or

(ii) an Affiliate of that Person or an Affiliate of any corporation controlled by that Person;

"Associate", when used to indicate a relationship with a person or company, means:

(a) an issuer of which the person or company beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to outstanding securities of the issuer,

(b) any partner of the person or company,

(c) any trust or estate in which the person or company has a substantial beneficial interest or in respect of which a person or company serves as trustee or in a similar capacity,

(d) in the case of a person, a relative of that person, including

(i) that person's spouse or child, or

(ii) any relative of the person or of his spouse who has the same residence as that person,

but:

(e) where the Exchange determines that two persons shall, or shall not, be deemed to be associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D with respect to that Member firm, Member corporation or holding company;

"BCBCA" means the Business Corporations Act (British Columbia), including the regulations promulgated thereunder, as amended from time to time;

"Closing" or "Closing Date" means the closing of the Transaction in accordance with the terms of the Transaction Agreement, as described herein;

"Completion of the Qualifying Transaction" means the date the Final Exchange Bulletin is issued by the Exchange, signifying completion of the Transaction;

"Control Person" means any Person that holds or is one of a combination of Persons that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer;

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"CPC" means a corporation:

(a) that has been incorporated or organized in a jurisdiction in Canada;

(b) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the securities regulatory authorities in compliance with the CPC Policy; and

(c) in regard to which the Completion of the Qualifying Transaction has not yet occurred;

"CPC Policy" means Exchange Policy 2.4 - Capital Pool Companies of the Exchange's Corporate Finance Manual;

"Exchange" or "TSXV" means the TSX Venture Exchange Inc.;

"Exchange Requirements" means and includes the articles, by-laws, policies, circulars, rules, guidelines, orders, notices, rulings, forms, decisions and regulations of the Exchange as from time to time enacted, any instructions, decisions and directions of the Exchange (including those of any committee of the Exchange as appointed from time to time), the Securities Act (Ontario) and rules and regulations thereunder as amended, and any policies, rules, orders, rulings, forms or regulations from time to time enacted by the Ontario Securities Commission and all applicable provisions of the securities laws of any other jurisdiction;

"Filing Statement" means this filing statement, together with all schedules hereto and including the summary hereof;

"Final Exchange Bulletin" means the Exchange Bulletin which is issued following the Closing of the Qualifying Transaction and the submission of all required documentation and that evidences the final Exchange acceptance of the Qualifying Transaction;

"IFRS" means International Financial Reporting Standards, as issued by the International Accounting Standards Board;

"Insider", if used in relation to an issuer, means:

(a) a director or senior officer of the issuer;

(b) a director or senior officer of the corporation that is an Insider or subsidiary of the issuer;

(c) a Person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the issuer; or

(d) the issuer itself if it holds any of its own securities;

"Law" or "Laws" means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any governmental entity or self-regulatory authority (including the Exchange);

"Letter of Intent" means the letter of intent between ADL and Real dated August 13, 2019 with respect to the Transaction;

"Member" means a Person who has executed the Members' Agreement, as amended from time to time, and is accepted as and becomes a member of the Exchange under the Exchange Requirements;

"Members' Agreement" means the members' agreement among the Exchange and each Person who, from time to time, is accepted as and becomes a member of the Exchange;

"NEO" has the meaning ascribed under Part III - "Information Concerning Real - Executive Compensation".

"Non-Arm's Length Party" means: (a) in relation to a company, a Promoter, officer, director, other Insider or Control Person of that company and any Associates or Affiliates of any of such Persons; and (b) in relation to an individual, means any Associate of the individual or any company of which the individual is a Promoter, officer, director, Insider or Control Person;

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"Person" includes an individual, partnership, association, body corporate, trustee, executor, administrator or legal representative;

"Promoter" means:

(a) a person or company that, acting alone or in conjunction with one or more other persons, companies or a combination of them, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of an issuer; or

(b) a person or company that, in connection with the founding, organizing or substantial reorganizing of the business of an issuer, directly or indirectly, receives in consideration of services or property or both services and property, 10% or more of the issued securities of a class of securities of the issuer or 10% or more of the proceeds from the sale of a class of securities of a particular issue, but a person or company who receives the securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be considered a Promoter within the meaning of this definition where that person or company does not otherwise take part in founding, organizing or substantially reorganizing the business;

"Qualifying Transaction" means the Transaction;

"Real" means Real Technology Broker Ltd., a private corporation incorporated under the laws of Israel;

"Real Common Shares" means the ordinary shares in the capital of Real;

"Real LLC" means Real Broker LLC, a limited liability company formed under the laws of Texas;

"Real Preferred Shares" means the Series A Preferred Shares of Real;

"Real Shareholders" means the holders of Real Common Shares;

"Resulting Issuer" means the issuer that was formerly a CPC that exists upon issuance of the Final Exchange Bulletin;

"Resulting Issuer Board" means the board of directors of the Resulting Issuer;

"Resulting Issuer Common Shares" means the common shares in the capital of the Resulting Issuer, after Completion of the Qualifying Transaction;

"Resulting Issuer Compensation Options" means the compensation options exercisable into common shares in the capital of the Resulting Issuer, after Completion of the Qualifying Transaction;

"Resulting Issuer Options" means the options exercisable into common shares in the capital of the Resulting Issuer, under the Resulting Issuer's Stock Option Plan, after Completion of the Qualifying Transaction;

"Resulting Issuer Option Plan" means the ADL Option Plan as it is reconstituted after Completion of the Qualifying Transaction;

"SEDAR" means the System for Electronic Document Analysis and Retrieval;

"Transaction" means the acquisition by ADL of all of the issued and outstanding Real Common Shares (including Real Common Shares to be issued upon the conversion of Real Preferred Shares on a one-for-one basis immediately prior to the closing of the Transaction), upon the terms and conditions set forth in the Transaction Agreement;

"Transaction Agreement" means the securities exchange agreement made as of March 5, 2020 by and among Real, the Real Shareholders and ADL in respect of the Qualifying Transaction; and

"United States" or "US" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

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FORWARD-LOOKING STATEMENTS

This Filing Statement contains forward-looking information within the meaning of applicable securities laws. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "does not expect", "is expected", "estimates", "intends", "anticipates", "does not anticipate", or "believes", or variations of such words and phrases or states that certain actions, events or results "may", "could", "would", "might" or "will" be taken to occur or be achieved.

Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, Real or the Resulting Issuer to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Although the Company and Real have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Known and unknown factors could cause actual results or events to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to:

• the Completion of the Qualifying Transaction and Exchange approval;
• fluctuations in the currency markets;
• changes in interest rates;
• disruption to the credit markets and delays in obtaining financing;
• inflationary pressures;
• changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Canada, or other countries in which the Resulting Issuer may, upon Completion of the Qualifying Transaction, carry on business;
• business opportunities that may be presented to, or pursued by the Resulting Issuer upon Completion of the Qualifying Transaction;
• operating or technical difficulties in connection with business activities;
• the possibility of cost overruns or unanticipated expenses;
• employee relations;
• the risks of obtaining and renewing necessary licenses and permits;
• the occurrence of natural disasters, infectious diseases (including COVID-19 Coronavirus) hostilities, acts of war or terrorism;
• the ability of the Resulting Issuer to obtain insurance for its operations.
• there may not be an active or liquid market for the Resulting Issuer Common Shares after Completion of the Qualifying Transaction;
• the Resulting Issuer may never pay any dividends;

The factors identified above are not intended to represent a complete list of the factors that could affect the Company, Real or the Resulting Issuer. See PART VI - RISK FACTORS.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward- looking information prove incorrect, actual results, performance or achievement may vary materially from those expressed or implied by the forward-looking information contained in this Filing Statement. These factors should be carefully considered and readers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date of this Filing Statement. All subsequent forward-looking information attributable to the Company, Real or the Resulting Issuer herein is expressly qualified in its entirety by the cautionary statements and by the risk factors contained in or referred to herein. The Company, Real and the Resulting Issuer do not undertake any obligation to release publicly any revisions to this forward-looking information to reflect events or circumstances that occur after the date of this Filing Statement or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

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INFORMATION CONTAINED IN THIS FILING STATEMENT

The information contained in this Filing Statement is given as at May 26, 2020, except where otherwise noted.

No Person has been authorized to give any information or to make any representation in connection with the Qualifying Transaction and other matters described herein other than those contained in this Filing Statement and, if given or made, any such information or representation should be considered not to have been authorized by ADL or Real and should not be relied upon.

The information concerning each party contained in this Filing Statement has been provided by management of that party. Although the parties have no specific knowledge that would indicate that any of such information regarding the other party is untrue or incomplete, the parties assume no responsibility for the accuracy or completeness of information or the failure by the other party to disclose events which may have occurred or may affect the completeness or accuracy of such information which are unknown to that party.

This Filing Statement does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any Person in any jurisdiction.

Information contained in this Filing Statement should not be construed as legal, tax or financial advice and readers are urged to consult their own professional advisers in connection therewith.

All dollar amounts in this Filing Statement are expressed in Canadian dollars, unless otherwise indicated.

All financial information in this Filing Statement has been prepared in accordance with IFRS. The financial year end for ADL is December 31 and for Real is December 31.

Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders.

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PART I - SUMMARY OF FILING STATEMENT

The following is a summary of information relating to ADL, Real and the Resulting Issuer (assuming Completion of the Qualifying Transaction) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Filing Statement.

This Filing Statement is prepared in accordance with the CPC Policy in connection with ADL's Qualifying Transaction.

Parties to the Transaction

ADL Ventures Inc.

ADL was incorporated under the BCBCA on February 27, 2018 and has been extra-provincially registered in Ontario on March 12, 2018. The Company is listed as a capital pool company on the TSXV. The ADL Common Shares were listed for trading on the Exchange on June 28, 2018 under the symbol "AVI.P". In accordance with CPC Policy, ADL's principal business has been to identify and evaluate assets or businesses with a view to consummating a "qualifying transaction" subject to acceptance by the Exchange.

In connection with the Transaction, the Company executed the Letter of Intent with Real on August 13, 2019.

See PART II - INFORMATION CONCERNING ADL.

Real Technology Broker Ltd.

Real Technology Broker Ltd. ("Real") was incorporated as Realtyka Tech Ltd. on June 29, 2014 pursuant to the laws of Israel. On August 27, 2015, it changed its name to Real Technology Broker Ltd.

Real and its subsidiaries operate a multi-state, technology-powered residential real estate brokerage. Through its network of over 1000 affiliated agents, Real assists home buyers, sellers and renters with closing real estate transactions and collects a real estate commission for the services rendered. Real's multi-state real estate brokerage platform offers real estate agents a better experience and features designed to maximize their earnings.

See PART III - INFORMATION CONCERNING REAL.

The Qualifying Transaction

On August 13, 2019, ADL entered into the Letter of Intent with Real, which provides for the acquisition by ADL of all of the issued and outstanding securities of Real in exchange for: (a) the issuance to Real Shareholders of ADL Common Shares on the basis of 1.0083 ADL Common Share for each Real Common Share (including Real Common Shares to be issued upon the conversion of Real Preferred Shares on a one-for-one basis immediately prior to the closing of the Transaction); and (b) convertible securities of ADL in exchange for outstanding convertible securities of Real, with appropriate adjustments.

On March 5, 2020, ADL, Real and the Real Shareholders entered into the Transaction Agreement. A copy of the Transaction Agreement is available on SEDAR at www.sedar.com.

The Transaction Agreement incorporates the principal terms for the Transaction (as specified in the Letter of Intent) and provides the basis upon which the parties will effect the Transaction in compliance with the Exchange Requirements.

Resulting Issuer

Following Closing, the Resulting Issuer will be named "Real Technology Brokerage Inc." and will carry on the business of Real.

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It is expected that the Resulting Issuer will meet the public distribution requirements of a Tier 1 issuer as set out in the Initial Listing Requirements.

See Part III - "Information Concerning Real - General Development of the Business" and Part IV - "Information Concerning the Resulting Issuer".

Interests of Insiders, Promoters and Control Persons

Except as otherwise stated herein, no Insider, Promoter or Control Person of ADL or any of their respective Associates and Affiliates (before and after giving effect to the Qualifying Transaction) has any interest in the Qualifying Transaction.

See Part IV - "Information Concerning the Resulting Issuer - Principal Securityholders".

Arm's Length Qualifying Transaction

The Transaction is an Arm's Length Qualifying Transaction.

Available Funds and Principal Purposes

The following table sets forth the funds anticipated to be available to the Resulting Issuer on a consolidated basis after giving effect to the Qualifying Transaction:

Source of Funds	Amount of Funds (CAD)
Estimated working capital of Real as at March 31, 2020	$180,000
Estimated working capital of ADL as at March 31, 2020	$450,000
Net proceeds from the ADL Private Placement	$2,200,000(1)
Projected gross profit of Real for 18 months following completion of the Qualifying Transaction	$7,002,820(2)
Total Estimated Funds Available	$9,832,820

(1) Assuming completion of the ADL Private Placement of approximately CDN $2,200,000.

(2) Based on management projections.

The following table sets forth the proposed use of the available funds upon completion of the Qualifying Transaction:

Use of Available Funds	Amount of Funds (CAD)
Research and Development	$1,980,750
Sales and Marketing	$2,310,180
General and Administrative	$3,384,650
Estimated costs incidental to the Qualifying Transaction	$350,000
Unallocated funds	$1,807,240
Total	$9,832,820(1)

(1) Real and ADL anticipate that these funds will be sufficient for these uses for an 18 month period following the date of completion of the Qualifying Transaction.

The above sources and uses of funds are estimates only. Notwithstanding the proposed uses of available funds as discussed above, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary. It is difficult at this time to definitively project the total funds necessary to execute the planned undertakings of the Resulting Issuer. For these reasons, management considers it to be in the best interests of the Resulting Issuer and its shareholders to permit management a reasonable degree of flexibility as to how the Resulting Issuer's funds are employed among the above uses or for other purposes, as the need may arise.

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For further details, see Part IV - "Information Concerning the Resulting Issuer - Available Funds and Principal Purposes" and Appendix "E" - "Pro Forma Financial Statements of the Resulting Issuer".

Selected Pro Forma Balance Sheet Information

The following table sets forth certain pro forma financial information of the Resulting Issuer after giving effect to the Transaction. Such unaudited pro forma balance sheet information is based on certain assumptions and adjustments and are not necessarily indicative of the Resulting Issuer's consolidated financial position if the events reflected therein were in effect for the periods presented, nor do they purport to project the Resulting Issuer's financial position or results from operations for any future period:

Balance Sheet	Pro Forma as at December 31, 2019 after giving effect to the Transaction ($USD)
Current Assets	2,509,000
Long-Term Assets	213,000
Current Liabilities	577,000
Shareholders' Equity	1,873,000

Market for Securities

The ADL Common Shares are listed on the TSXV under the trading symbol "AVI.P". As at the date of this Filing Statement, none of the Real Common Shares are listed or quoted on any stock exchange in Canada, the United States or internationally.

Sponsorship

The Exchange has granted ADL's request for an exemption from the sponsorship requirements of Policy 2.2. See Part V - "General Matters - Sponsorship and Agent Relationship".

Interests of Experts

There is no interest, direct or indirect, in any securities or property of ADL, Real or the Resulting Issuer, or of an Associate or Affiliate of ADL, Real or the Resulting Issuer, received or to be received by an expert.

For the purposes hereof, "expert" means any person or company whose profession or business gives authority to a statement made by that person or company and who is named as having prepared or certified a part of this Filing Statement, or prepared or certified a report or valuation described or included in this Filing Statement.

See Part V - "General Matters - Interests of Experts".

Conflicts of Interest

Certain of the individuals proposed for appointment as directors or officers of the Resulting Issuer upon Completion of the Qualifying Transaction are also directors, officers and/or Promoters of other reporting and non-reporting issuers.

Accordingly, conflicts of interest may arise which could influence these persons in evaluating possible acquisitions or in generally acting on behalf of the Resulting Issuer, notwithstanding that they will be bound by the provisions of the BCBCA to act at all times in good faith in the interests of the Resulting Issuer and to disclose such conflicts to the Resulting Issuer if and when they arise. To the best of their respective knowledge, neither ADL nor Real is aware of the existence of any conflicts of interest between ADL or Real and any of the individuals proposed for appointment as directors or officers of the Resulting Issuer upon Completion of the Qualifying Transaction, as of the date of this Filing Statement.

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Risk Factors

Real's business is subject to numerous risks and uncertainties, including those highlighted in the section titled Part VI - "Risk Factors". These risks include, but are not limited to, the following:

• Regulatory approval of the Qualifying Transaction may not be obtained;

• The Transaction Agreement may be terminated;

• The requirements of being a public company may strain the Resulting Issuer's resources, divert management's attention and affect its ability to attract and retain executive management and qualified board members;

• Real's financial performance is closely connected to the strength of the residential real estate market;

• Real may be unable to maintain its agent growth rate;

• Real may be unable to effectively manage rapid growth in its business;

• Real faces significant risk to its brand and revenue if it fails to maintain compliance with applicable laws or the regulations of private associations and governing boards;

• Unanticipated delays or problems associated with Real's products and improvements may cause customer dissatisfaction;

• Real may need to develop new products and services and rapid technological change could render its systems obsolete;

• Real's commercial and financial success depends on market acceptance, and, if not achieved will result in Real not being able to generate revenue to support its operations;

• If agents and brokers do not understand Real's value proposition, Real may not be able to attract, retain and incentivize agents and brokers;

• Real's operating results are subject to seasonality and vary significantly among quarters;

• Real may require additional capital to support its operations or growth, and, it cannot be certain that this capital will be available on reasonable terms when required, or at all;

• Real's growth strategy may not achieve the anticipated results;

• Real faces substantial competition in the future and may not be able to keep pace with rapid technological changes;

• Real depends on highly skilled personnel to grow and operate its business and if it is not able to hire, retain and motivate its key personnel, its business may be adversely affected;

• Internal control over financial reporting may not prevent or detect misstatements, and projections of any evaluation of effectiveness to future periods may be subject to changes in conditions or deterioration in compliance with procedures;

• Risks related to Israel's investment laws and tax laws;

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• Possible failure to realize anticipated benefits of future acquisitions;

• There is inherent technology and development risk in Real's business and industry;

• Real maintains data on cloud storage servers, which could be the subject of a security breach;

• Currency exchange rate fluctuations could adversely affect Real's operating results;

• Downturns in general economic and market conditions may reduce demand for Real's products;

• Emerging market risks;

• Catastrophic events and economic, political and market conditions may impact Real's business;

• Conditions in Israel may affect Real's business, results of operations and financial condition;

• Real's intellectual property rights are valuable and any failure or inability to protect them could adversely affect its business;

• Assertions by third parties of infringement or other violations of Real's intellectual property could result in significant costs and substantially harm Real's business and operating results;

• Intellectual property claims are expensive and time consuming to defend and, if resolved adversely, could have a significant impact on Real's business, financial condition and operating results;

• If Real is unable to protect the confidentiality of its proprietary information and know-how, the value of its technology and products could be adversely affected;

• Adverse litigation judgments or settlements resulting from legal proceedings in the normal course of business could reduce Real's profits or limit its ability to operate;

• There has been no prior public market for the Resulting Issuer Common Shares, and an active trading market may not develop;

• Risks related to a takeover of the Resulting Issuer;

• It may be difficult to enforce civil liabilities under Canadian securities laws;

• Significant sales of Resulting Issuer Shares after the expiry of lock-up or escrow restrictions could adversely affect the market price of Resulting Issuer Shares;

• The Resulting Issuer will not have any control over the research and reports that securities or industry analysts publish about the Resulting Issuer or its business;

Conditional Approval for Qualifying Transaction

The Exchange has conditionally accepted ADL's Qualifying Transaction subject to ADL fulfilling all of the requirements of the Exchange on or before August 11, 2020.

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PART II - INFORMATION CONCERNING ADL

Corporate Structure

Name and Incorporation

ADL Ventures Inc. was incorporated on February 27, 2018 pursuant to the BCBCA and has been extra-provincially registered in Ontario on March 12, 2018.

ADL's head office is located at 175 Bloor Street East, North Tower Suite 901, Toronto, Ontario M4W 3R8. The registered office of ADL is located at 1700 - 666 Burrard Street, Vancouver, British Columbia V6C 2X8.

General Development of the Business

History

ADL is a "capital pool company" under the CPC Policy. ADL has not conducted business of any kind since incorporation other than the business of identifying and evaluating properties or businesses with a view of completing a "qualifying transaction" in accordance with the CPC Policy. The Transaction shall constitute ADL's Qualifying Transaction and accordingly, the business of the Resulting Issuer after giving effect to the Completion of the Qualifying Transaction will consist of the business of Real. See PART III - "Information Concerning Real - General Development of the Business" and PART IV -"Information Concerning the Resulting Issuer - Narrative Description of the Business".

Selected Financial Information and Management's Discussion and Analysis

The following information has been derived from and should be read in conjunction with the financial statements and management's discussion and analysis attached to this Filing Statement as Appendix "A" - Financial Statements of ADL, and Appendix "B" - Management's Discussion and Analysis of ADL.

Total Expenses

Below is a summary of the total expenses for the most recently completed financial year. There have been no amounts deferred in connection with the Transaction.

Year ended	Total Expenses
December 31, 2019	$83,274

Management's Discussion & Analysis

See Appendix "B" - Management's Discussion and Analysis of ADL for the management's discussion and analysis of ADL for the year ended December 31, 2019.

Description of the Securities

ADL is authorized to issue an unlimited number of common shares without nominal or par value of which 9,100,000 ADL Common Shares are currently issued and outstanding. The following table sets forth the capitalization of ADL as at December 31, 2019:

Capital	Authorized	Outstanding as at December 31, 2019
Common Shares	Unlimited	9,100,000

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Stock Option Plan

The ADL Option Plan originally received approval from the Board on April 18, 2018. Under the ADL Option Plan, the Board is authorized to grant incentive stock options to certain directors, senior officers, employees and consultants of the ADL entitling them to purchase ADL Common Shares. The purpose of the ADL Option Plan is to attract and retain employees, consultants, officers or directors of ADL and to motivate them to advance the interests of ADL by affording them with the opportunity to acquire an equity interest in ADL through options granted under the ADL Option Plan to purchase shares. There are currently 900,000 options outstanding under the ADL Option Plan each of which is exercisable into an ADL Common Share at an exercise price of $0.10 until June 25 , 2028.

The Compensation Committee periodically reviews (such review to be performed at least annually) the status of ADL's equity incentive plans and is responsible for providing any proposals and recommendations to the Board concerning the setting and amendment of any equity incentive plan and individual grants, such as stock option grants, under any equity incentive plan. When proposing new stock option grants to directors, officers and consultants, the Compensation Committee takes into consideration previous grants made as well as the number of shares reserved for issuance under the ADL Option Plan.

ADL Compensation Options

On June 1, 2018, ADL issued to PI Financial Corp., as partial compensation for acting as agent to ADL on ADL's initial public offering, 300,000 irrevocable and non-transferable options to purchase ADL Common Shares, exercisable at a price of $0.10 per Common Share until June 28, 2020 (the "ADL Compensation Options").

ADL Private Placement

In connection with the Transaction, ADL will complete a private placement ("ADL Private Placement") of 20,758,170 subscription receipts ("ADL Subscription Receipts") at an issue price of US$0.0765 per ADL Subscription Receipt for aggregate gross proceeds of up to US$1,600,000. Each ADL Subscription Receipt is automatically exercisable, for no additional consideration, into one ADL Common Share (each an "Underlying Share") upon satisfaction of the Escrow Release Conditions (as herein defined).

The gross proceeds of the ADL Private Placement shall be deposited into an interest-bearing escrow account (the "Escrowed Funds") through an escrow agent (the "Subscription Receipt Agent") mutually acceptable to ADL and Real. The Escrowed Funds will be released from escrow to ADL upon satisfaction of all of the following conditions (collectively, the "Escrow Release Conditions"):

a) the completion, satisfaction or waiver of all conditions precedent to the Transaction other than the release of the Escrowed Funds;

b) the receipt of all shareholder and regulatory approvals required for the Transaction;

c) written confirmation from each of ADL and Real that all conditions of the Transaction have been satisfied or waived, other than release of the Escrowed Funds, and that the Transaction shall be completed forthwith upon release of the Escrowed Funds;

d) the distribution of the ADL Common Shares issuable upon exercise of the Underlying Shares being exempt from applicable prospectus and registration requirements of applicable securities laws;

e) the Underlying Shares being conditionally approved for listing on the Exchange and the completion, satisfaction or waiver of all conditions precedent to such listing, other than the release of the Escrow Funds; and

f) ADL and Real shall have delivered a release notice to the Subscription Receipt Agent.

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The date on which the Escrow Release Conditions are satisfied is hereinafter referred to as the "Escrow Release Date". In the event that the Escrow Release Date does not occur prior the date which is one hundred and twenty (120) days following the Closing (the "Escrow Deadline"), ADL shall refund the Escrowed Funds without penalty or deduction to the subscribers to the ADL Private Placement provided, however, that ADL shall have the right to extend the Escrow Deadline by up to 60 days upon receipt of written consent of holders of not less than 50% of the then outstanding Subscription Receipts. Furthermore, in the event that the Escrow Release Date does not occur prior to the Escrow Deadline and ADL elects either not to extend the Escrow Deadline by seeking the necessary approval of holders of Subscription Receipts as referred to above, or is unsuccessful in obtaining the necessary approval of holders of Subscription Receipts to extend the Escrow Deadline, it would be ADL's responsibility to contribute such amounts to return in full the aggregate issue price paid for the then issued and outstanding Subscription Receipts.

Prior Sales

Since the date of incorporation to the date of this Filing Statement, ADL Common Shares have been issued as follows:

Date	Number of Shares	Issue Price Per Share	Gross Aggregate Issue Price	Consideration Received
June 25, 2018	3,000,000	$0.10	$300,000	Cash
February 27, 2018	6,000,000	$0.05	$300,000	Cash
April 18, 2018	100,000	$0.05	$5,000	Cash
Total	9,100,000	-	$605,000	-

Stock Exchange Price

The following table sets out the trading price and volume of the ADL Common Shares on the Exchange since the date of initial listing for the periods indicated.

	Price Range of Shares(1)
	High($)	Low($)	Volume(#)
Month ended April 30, 2020	0.075	0.075	0
Month ended March 31, 2020	0.075	0.075	0
Month ended February 29, 2020	0.075	0.075	0
Month ended January 31, 2020	0.075	0.075	0
Month ended December 31, 2019	0.075	0.075	0
Month ended November 30, 2019	0.075	0.075	0
Month ended October 31, 2019	0.075	0.075	0
Quarter ended September 30, 2019	0.085	0.075	40,000
Quarter ended June 30, 2019	0.080	0.085	45,000
Quarter ended March 31, 2019	0.180	0.075	23,500
Quarter ended December 31, 2018	0.180	0.100	123,000
Quarter ended September 30, 2018	0.150	0.115	30,000
Quarter ended June 30, 2018	n/a	n/a	n/a
Quarter ended March 31, 2018	n/a	n/a	n/a

Notes:

(1) Trading of ADL Common Shares on the Exchange was halted on August 13, 2019, pending the announcement of the Qualifying Transaction. Trading in the ADL Common Shares is expected to be reinstated following Completion of the Qualifying Transaction.

Arm's Length Transaction

The Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction. As a result, no meeting of ADL Shareholders is required as a condition to complete the Transaction.

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Legal Proceedings

ADL is neither a party to, nor is any of its property the subject matter of, any legal proceedings, nor are any such proceedings known to ADL to be contemplated by any party.

Auditor, Transfer Agent and Registrar

The independent auditors of ADL is Smythe LLP, 1700 - 475 Howe Street, Vancouver, British Columbia, Canada V6C 2B3. Smythe LLP is independent of ADL, in accordance with the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

The transfer agent and registrar of ADL is Computershare Investor Services Inc., 510 Burrard Street, 3rd Floor, Vancouver, British Columbia, V6C 3B9.

Material Contracts

ADL has not entered into any material contracts, outside of the ordinary course of business, prior to the date hereof, other than:

(a) the Letter of Intent;

(b) the Transaction Agreement; and

(c) the agency agreement dated June 1, 2018, between ADL and PI Financial Corp., as described in the ADL CPC Prospectus.

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PART III - INFORMATION CONCERNING REAL

Corporate Structure

Name and Incorporation

Real Technology Broker Ltd. ("Real") was incorporated as Realtyka Tech Ltd. on June 29, 2014 pursuant to the laws of Israel. On August 27, 2015, Real changed its name to Real Technology Broker Ltd.

Real's registered office is located at 89 Medinat Hayehudim, Herzliya, Israel 4676672.

Intercorporate Relationships

Real is the parent company of Real Broker LLC ("Real LLC"), a Texas limited liability company. Real LLC holds real estate brokerage licenses in approximately 17 states in the United States and directly conducts most of Real's operations. Real LLC is the parent company of the following subsidiaries (together with Real LLC, the "Real Subsidiaries"):

• Real Broker MA, LLC (Delaware limited liability company) (100% owned) - This entity was originally established to obtain a real estate brokerage license in the state of Massachusetts. It engages in residential real estate brokerage operations.
  
  
• Real Broker Commercial LLC (Texas limited liability company) (75% owned) - This entity was established to engage in commercial real estate brokerage activities. It holds real estate brokerage licenses in several states, including Texas, New York and New Jersey.
  
  
• Real Broker NY, LLC (Delaware limited liability company) (100% owned) - This entity was originally established to obtain a real estate brokerage license in the state of New York. It engages in residential real estate brokerage operations.
  
  
• Real Broker CT, LLC (Delaware limited liability company) (100% owned) - This entity was originally established to obtain a real estate brokerage in the state of Connecticut. It engages in residential real estate brokerage operations.
  
  
• Real Brokerage Technologies Inc. (California corporation) (100% owned) - This entity was originally established to obtain a real estate brokerage in the state of California. It engages in residential real estate brokerage operations.

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The following is an organizational chart of REAL:

General Development of the Business

Overview & History

Real is a technology-powered real estate brokerage. Real's mission is to always find ways to make real estate agents' lives better.

Real has built a multi-state real estate brokerage platform that offers real estate agents a better experience and features designed to maximize their earnings.

Real and its subsidiaries operate a multi-state, technology-powered residential real estate brokerage. Through its network of over 1000 affiliated agents, Real assists home buyers, sellers and renters with closing real estate transactions and collects a real estate commission for the services rendered.

The total commission revenue generated yearly by real estate brokerages in the US is estimated at over $70B. In 2018, 5.34M existing homes and 667,000 new construction homes were sold in the US (https://www.nar.realtor/research-and-statistics/quick-real-estate-statistics) and it is estimated that approximately 90% of home buyers and sellers are assisted by a real estate agent.

Real estate agents provide consumers with valuable knowledge, expertise, assistance and value throughout the home buying, selling and leasing process. State regulation requires real estate agents in the US to affiliate their licenses with a single broker or a brokerage for compliance and oversight.

Real is built on the belief that an individual agent's service and expertise most directly impacts a consumer's experience and that the brokerage's brand is, in most cases, irrelevant in the consumer's process of choosing an agent. This belief is fundamental to Real's agent value proposition. Real is committed to offering its real estate agents across all markets, a better brokerage service for less. Through software product development and significant investment in process automation and technology infrastructure, Real has demonstrated that it is successful at building a brokerage that provides unique value to agents and a sustainable operational model.

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Real develops technology that automates back office operations of a real estate brokerage, replacing the need for brick-and-mortar offices and cutting staff overhead. Real also develops and integrates technology that agents use with consumers. The back-office automation enables Real to provide agents with a higher commission split than industry norms. In addition, the consumer-facing tools focus on the agent's brand and assists agents to be more productive and help them serve their consumers better.

Real estate agents are typically contract-employees. In addition to offering agents a platform to build their real estate business, Real offer agents the opportunity to build passive revenue streams through revenue-sharing and equity building programs. These programs enable agents to build a nest egg that would not otherwise be available to them.

Traditionally, real estate brokerages relied heavily on brick-and-mortar locations to distribute their services to their agents and for engaging with potential and existing clients. They also exclusively possessed and controlled valuable information that was not publicly available or was difficult to obtain by the average consumer.

The internet and technology made information publicly accessible and enabled consumers and agents to communicate directly, from anywhere, in a faster and more efficient way. Alongside those fundamental changes, another pattern emerged - the value of the brokerage's brand became less and less significant for consumers and the personal branding of the individual agent became more valuable as a decision criteria for consumers.

Unlike most real estate brokerages, we are focused on serving our agents rather than building a consumer brand as data shows that consumer choice of agent is rarely dependent on the agent's brokerage affiliation.

Real is committed to offering its real estate agents across all markets a better brokerage service, for less.

Through software product development and significant investment in process automation and technology infrastructure, Real has demonstrated that it is successful at building a brokerage that provides unique value to agents and a sustainable operational model.

Real's vision is based on a strong belief that real estate agents are a crucial component in the home buying and selling process and that individual agents deliver unparalleled value to consumers. As the single largest financial transaction in most people's lives, this transaction is a complicated journey that requires the assistance and support of an expert, who possesses the knowledge, experience and interpersonal skills to guide, advice and support throughout the process and bring the transaction to a successful and satisfactory closing. Real's value proposition to agents is better splits, flexibility, tools and support enabled by our use of technology and process automation, plus the ability to build a passive income stream and an equity position in Real.

Significant Acquisitions and Dispositions

Real has not completed any significant acquisitions or dispositions.

Narrative Description of the Business

Operations

Real launched its operations in the middle of 2014 in Texas. Real grew its presence to additional states, adding more agents and ended the fiscal year 2018 with a team of over 1000 real estate professionals, operating in 19 states (and the District of Columbia) of the United States. All of Real's real estate professionals are independent contractors.

Real uses its proprietary mobile app, as well as other technology platforms to distribute its services. Real's main website, used to recruit agents and teams is www.joinreal.com. Real does not maintain physical locations (unless required by state laws), and it delivers support, training, transaction management, marketing and other services to its agents and brokers through a combination of proprietary technology and integration with third party tools.

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Real believes that the future of the real estate brokerage industry relies upon brokerages adjusting their operations to cope with lower margins and to operate extremely efficiently. Real has built and integrated software tools that allow it to support a large number of agents and process a large volume of transactions, at a lower overhead compared to other brokerages. The technology and automated processes, plus the savings from not operating brick-and mortar locations, positions Real as a resilient company that will compete against other brokerages that operate with high overhead, inefficient cost structures and shaky business models.

Real operates over the internet, through a proprietary mobile application provided to its agents, through its website (www.joinreal.com), and agents' personal websites, to provide real estate brokerage services. Home buyers can use Real's website (and its agents' personal websites) to search real time property listings across geographies that Real serves. Sellers can use Real's websites to find an agent for the purpose of listing their homes. Home buyers and sellers have access to a large network of real estate agents, brokers and teams affiliated with Real. Those real estate professionals leverage the services and technology provided by Real to serve and represent home buyers and sellers and bring real estate transactions to a successful close.

Real's Opportunity

Traditional brick-and-mortar based real estate brokerages dominate over 95% of the market. However, this traditional business model has not dramatically changed for decades as brokerages were reluctant to implement changes and strived to maintain the status quo. While consumers are impacted by innovation in various industries, real estate has been slow to adopt new technologies. Consumer demand for better service, increasing competition over agents, and the high overhead costs of the traditional brokerage operational model, make traditional brokerage companies vulnerable and creates an opportunity for new players that are able to leverage technology to take over market share in this $70B industry.

Real is positioned to offer an alternative to traditional real estate brokerages.

Real believes the following trends are impacting the real estate brokerage industry which position Real to continue to grow its business:

• Democratization and availability of information - Traditionally, real estate brokerages relied heavily on brick-and-mortar locations to attract clients with listing information that was difficult to obtain otherwise. The internet and database technology made listing information publicly available through well-known listing search sites such as Zillow, thereby eliminating a consumer's need to visit street-front brokerages to discover homes for sale.

• Mobile technology - Traditional brick-and-mortar real estate brokerages also provided dedicated physical offices where agents and clients met and signed purchase agreements, closing documents and related paperwork. Mobile technology has since enabled consumers and agents to communicate directly and sign documents from anywhere, faster and more efficiently, thereby eliminating the need for a physical brokerage office.

• Desire for freedom and flexibility - Although agents are mainly independent contractors, traditional brokerages often require that agents perform unpaid "floor time" at the office and attend in-office meetings. So-called "desk fees" are also common. As the need for physical space diminishes, agents with their own book of business increasingly desired the flexibility to work their own hours, wherever suits them best, yet traditional brokerages often don't have the culture or the tools needed to fully support remote work.

• Consumer pressure on real estate commissions - In US home sales, sellers traditionally paid a 6% commission which was divided between the buyer's and the seller's managing broker and then further split among the agents involved in the sale. Buyers, who increasing research and find their homes online, still want an agent to help them open doors, write contracts and connect them to resources and the community.

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And sellers still want agents to prepare and price listings, attract buyers, write contracts coordinate a transaction to its closing. However, service commissions are dropping across industries and sellers increasingly expect to pay less than the traditional 6% commission. To support lower costs for consumers while keeping agents net pay sustainable, brokers need to reduce their portion of the split without dropping service levels.

• Younger generations of agents - According to Pew Research, millennials are expected to surpass baby boomers as the largest living generational group in the US in 2019. Millennials already comprise the largest segment of home buyers in the US. Millennials entering their real estate careers expect their brokerage to provide and use effective mobile technology and to allow the agents the freedom to express their personal brand in social media.

• Virtual communities - Much of the knowledge exchange and camaraderie that used to take place in the office now takes place in online communities, minus office politics and without geographical limits.

In summary, the business model and services provided by traditional brick-and-mortar brokerages is declining, thereby creating an opportunity for a new approach that takes advantage of these trends.

Industry Overview

The real estate brokerage industry is closely aligned with the health of the residential real estate market. According to the Federal Housing Finance Agency in the US, house prices in the US have risen for 32 consecutive quarters across the US and rose in all 100 of the largest metropolitan areas in the US over the last four quarters (https://www.fhfa.gov/AboutUs/Reports/Pages/US-House-Price-Index-Report-2019Q2.aspx). In 2019 to date, prices and transaction volumes remain strong, boosted by low mortgage rates and a strong labour market, thereby heightening demand for real estate brokerage services.

While the overall real estate market is strong, some traditional brokerage industry leaders are in trouble. Reology is the largest residential real estate company in the US with franchise brands including Better Homes and Gardens Real Estate, Coldwell Banker, Corcoran, Century 21, Sotheby's International Realty, ERA, Citi Habitats, Climb Real Estate and ZipRealty. Reology's stock price has plunged from a high near $50 a share to an August 2019 low below $5 per share.

New business models and competition, extensive use of technology, and changing consumer expectations are reworking the industry. Real believes the most nimble real estate brokerages will win away customers, agents and investors to gain market share.

Among the new brokerages are national brick-and-mortar brokerages that use investment dollars to offer agents expensive signing packages to gain market share, and brokerages that generate leads hire in-house agents as staff rather than as commissioned contractors, enabling them to increase per agent transaction volumes. Real does not believe either of these models serve the long-term interests of consumers or investors best. Instead of purchasing market share or squeezing agent revenue, Real seeks to compete for market share based on providing a higher value, lower cost offer to agents.

Another industry dynamic is the emergence of "instant buyers" (iBuyers) such as Zillow Offers and Opendoor. iBuyers use industry data to make instant offers on listings in some markets, then seek to resell or "flip" the homes they buy for a profit. iBuyers provide sellers speed and certainty in exchange for a sales price that's lower on average than the market rate. iBuyers use agents to close the original transaction and the resale transaction, and we don't anticipate the iBuyer trend substantially affecting the demand for real estate brokerage services.

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Product

Real has developed, integrated and adopted various mobile and desktop focused technologies to create a comprehensive offering to its agents and to assist Real with its brokerage operations. The implementation and utilization of technology enables Real to operate multi-state operations, quickly expand to additional markets and serve its agents more efficiently. These factors disrupt the market and minimize the need for traditional brick-and- mortar locations. Real's technology product offering is focused on the following segments and includes the following features:

• Productivity - Customer Relationship Management platform, broker support, technical support, interactive training, education platform (https://www.real.academy/), transaction management platform, transaction support, documents library, contract templates, paperless file sharing, virtual signature tools, business dashboard and weekly educational webinars and conference calls.

• Marketing - Each agent joining Real receives a personal branded mobile app, personal branded website, access to Real's print portal enabling ordering of business cards, yard signs and other marketing materials, designer assistance, access to marketing webinars focused on lead generation and personal marketing. Real also offers its agents buyer and seller leads through a cooperation with Opcity.

• Community - Real's agents have access to Real's app-based community which enhances the sense of agent belonging, creates synergy and collaboration in local markets and propels information sharing. Real's community is designed as a feed and contains posts from agents across the country as well as from Real's staff. Real's agents use the community to socialize, celebrate success, ask questions, cooperate, market properties, exchange leads, transact business with colleagues, general information sharing and get updated in various company announcements.

• Brokerage Operations - A key component in building a sustainable brokerage is the ability to operate extremely efficiently to ensure a competitive advantage. Over the years, Real has invested substantial resources in building proprietary software and implementing automation and technology that assists it in serving agents, processing transactions, overseeing agents' activity, measuring Real's performance, facilitating contract reviews, providing fast payments to agents, streamlining communications and eliminating redundant staffing costs.

Business Model

Real believes that its agents' success is its success. Therefore, Real's business model is tied to its agents' revenue. Apart from a small number of legacy arrangements, Real does not generally charge monthly fees and uses a commission split revenue model with its agents.

Operating a non-brick-and-mortar multi state brokerage operation, allows Real to offer its agents, teams and brokers a higher split of the gross commissions generated from real estate transactions compared to traditional real estate brokerages. The extensive use of software to automate Real's brokerage operations enable Real to operate efficiently. Real leverages this efficiency to offer attractive business terms to its agents. Real's high commission splits are one of the attractive attributes of Real's product and service offerings and one of the drivers of Real's growth.

The efficiency of Real's technology helps Real to provide excellent, timely and highly professional support to its agents without the need to employ a large number of employees and bear the overhead associated with such magnitude of an operation.

Real believes that: (a) the attractive commission split that Real offers; (b) the freedom and flexibility provided to its agents to run their business the way they want to; and (c) the excellent delivery of services to its agents have contributed to Real's growth in recent years.

Markets

To date, Real has only operated in the United States. Real currently operates in the following states: New York,  New Jersey, North Carolina, South Carolina, Texas, Georgia, Florida, Washington, Virginia, Pennsylvania, California, Colorado, Connecticut, Illinois, Louisiana, Massachusetts, Maryland, Missouri, Rhode Island and Tennessee as well as the District of Columbia.

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Real is planning to expand to additional markets in the next few years, including most US states and Canada.

Marketing and Growth

Real's market growth strategy is built on a proven method of cost-effective digital agent acquisition:

1. Real's primary agent acquisition method is through digital channels, including search engine marketing (SEM) and search engine optimization (SEM). As of August 2019, Real's digital advertising reached 120 thousand impressions or ad views a month, driving agents to its website where they apply to join Real. SEM and SEO account for over 50% of agents who joined Real in 2019. This channel can scale cost- effectively with additional advertising spending.

2. A second and growing source of agent growth is through revenue-sharing incentivized referrals. Agents who have their license with Real can earn a share of Real's portion of commission revenue for agents they refer into the company. Real believes there is opportunity to rapidly scale and grow its revenue sharing referral acquisitions with new programs in 2020.

3. Real's third largest acquisition channel is organic social media and content partnerships that drive agent traffic to the joinreal.com website. These channels are low cost but labour intensive in terms of providing social media content and developing partnerships and will not likely scale significantly in the short term.

Employee recruiters vet and convert an average of 19 percent of agent applicants who sign independent contractor agreements and transfer their license to Real with their state real estate commissions. The 2019 average cost of acquisition payback using these channels is four months.

In addition, in two markets, Real is testing a direct sales model using employee "regional growth leaders" tasked with developing relationships and hosting local events to attract higher performing agents.

Competition

As a licensed real estate brokerage, Real competes with other local, regional and nationwide brokerages over agents, teams of agents, brokers and consumers. Real believes that its offering is superior to its competition and that its vast technology and software usage enables it to operate in a more efficient way, thus improving its competitive advantage.

Intellectual Property

Real's material owned intellectual property consists of unpatented proprietary technology, processes, trade secrets, and know-how, as well as inherent copyright of authorship in the source code developed by Real, and unregistered trademarks. Real does not have any material licensed intellectual property. While Real's commercial success generally depends on its ability to maintain the confidentiality of its proprietary technology, processes, trade secrets, and know-how, it is not substantially dependent on any specific and identifiable intellectual property.

To protect its intellectual property, Real relies on a combination of trade secret, copyright, trademark, passing-off laws, and other statutory and common law protections in Israel, the United States, and international markets. Real also protects its intellectual property through the use of non-disclosure agreements and other contracts, disclosure and invention assignment agreements, confidentiality procedures, and technical measures. Much of the technology used by Real and its competitors is unprotected by intellectual property registrations, and Real does not have any registrations in respect of its material owned intellectual property.

"Join Real" is one of Real's registered trademarks in the United States. Real also owns the rights to the following domain names: www.joinreal.com, poweredbyreal.com, mlsreal.com, findmeagents.com, findmeagent.com, joinreal.info, real.academy, realtyka.com, realbroker.io, realbrokerllc.com, realapis.com, homesbyreal.com and realbrokercommercial.com.

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If necessary, Real will aggressively assert its rights under trade secret, unfair competition, trademark and copyright laws to protect its intellectual property, including product design, product research and concepts and registered trademarks. These rights are protected through the acquisition of patents and trademark registrations, the maintenance of trade secrets, the development of trade dress, and, where appropriate, litigation against those who are, in Real's opinion, infringing these rights.

While there can be no assurance that registered trademarks will protect our proprietary information, Real intends to assert its intellectual property rights against any infringement. Although any assertion of Real's rights could result in a substantial cost and diversion of management effort, Real believes the protection and defense against infringement of our intellectual property rights are essential to its business.

Government Regulation

Real serves the residential real estate industry which is regulated by federal, state and local authorities as well as private associations or state sponsored associations or organizations. Real is required to comply with federal, state, provincial, and local laws, as well as private governing bodies' regulations, which combined results in a highly- regulated industry.

Real is also subject to federal and state regulations relating to employment, contractor, and compensation practices. Except for certain employees who have an active real estate license, virtually all real estate professionals in its brokerage operations have been retained as independent contractors, either directly or indirectly through third-party entities formed by these independent contractors for their business purposes. With respect to these independent contractors, like most brokerage firms, Real is subject to the Internal Revenue Service regulations and applicable state law guidelines regarding independent contractor classification. These regulations and guidelines are subject to judicial and agency interpretation.

Real Estate Regulation - Federal

The Real Estate Settlement Procedures Act of 1974, as amended, ("RESPA") became effective on June 20, 1975. RESPA requires lenders, mortgage brokers, or servicers of home loans to provide borrowers with pertinent and timely disclosures regarding the nature and costs of the real estate settlement process. RESPA also protects borrowers against certain abusive practices, such as kickbacks, and places limitations upon the use of escrow accounts. RESPA also requires detailed disclosures concerning the transfer, sale, or assignment of mortgage servicing, as well as disclosures for mortgage escrow accounts.

The Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act") moved authority to administer RESPA from the Department of Housing and Urban Development to the new Consumer Financial Protection Bureau ("CFPB"). At present, leadership at the CFPB is in transition, with a new acting director. The CFPB released a five-year strategic plan in February 2018 indicating that it intends to continue to focus on protecting consumer rights while engaging in rulemaking to address unwarranted regulatory burdens. As a result, the regulatory framework of RESPA applicable to our business may be subject to change. The Dodd-Frank Act also increased regulation of the mortgage industry, including: (i) generally prohibiting lenders from making residential mortgage loans unless a good faith determination is made of a borrower's creditworthiness based on verified and documented information;(ii) requiring the CFPB to enact regulations, to help assure that consumers are provided with timely and understandable information about residential mortgage loans that protect them against unfair, deceptive and abusive practices; and (iii) requiring federal regulators to establish minimum national underwriting guidelines for residential mortgages that lenders will be allowed to securitize without retaining any of the loans' default risk. In addition, federal fair housing laws generally make it illegal to discriminate against protected classes of individuals in housing or brokerage services. Other federal laws and regulations applicable to our business include (i) the Federal Truth in Lending Act of 1969; (ii) the Federal Equal Credit Opportunity; (iii) the Federal Fair Credit Reporting Act; (iv) the Fair Housing Act; (v) the Home Mortgage Disclosure Act; (vi) the Gramm-Leach- Bliley Act; (vii) the Consumer Financial Protection Act; (viii) the Fair and Accurate Credit Transactions Act; and (ix) the Do Not Call/Do Not Fax Act and other state and federal laws pertaining to the privacy rights of consumers, which affects our opportunities to solicit new clients.

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Real Estate Regulation - State and Local Level

Real estate and brokerage licensing laws and requirements vary from state to state and city to city. In general, all individuals and entities lawfully conducting businesses as real estate brokers, agents or sales associates performing activities which are licensed under such laws, statutes, rules and regulations must be licensed in the state in which they carry on business and must at all times be in compliance were performed and/or the jurisdiction for which such licensed person or entity received any form of compensation from with respect to such licensed activities. Such licensed activities, include, without limitation, the advertising of the sale, purchase, licensing, managing and leasing of real estate.

States will require a real estate broker to be employed by the brokerage firm or permit an independent contractor classification, and the broker may work for another broker conducting business on behalf of the sponsoring broker.

States may require a person licensed as a real estate broker (who is not a managing broker), agent, sales associate, or salesperson or leasing agent, to be affiliated with a "managing broker" or a licensed brokerage entity in order to engage in licensed real estate brokerage activities or allow the agent, sales associate or salesperson to work for another agent, sales associate or salesperson conducting business on behalf of the sponsoring agent, sales associate or salesperson. Agents, sales associates, or salespersons or leasing agents are generally classified as independent contractors; however, subject to the applicable laws, rules and regulations, real estate firms can also offer employment.

Engaging in the real estate brokerage business requires obtaining a real estate broker license (although in some states the licenses are personal to individual brokers). In order to obtain this license, most jurisdictions require that a broker entity shall have a member, or manager, officer or independent contractorbe licensed individually as a real estate "managing broker" in that jurisdiction. If applicable, this member, or manager, officer or independent contractor is responsible for supervising the licensees and the entity's real estate brokerage activities within the state.

Real estate licensees, whether they are brokers, salespersons, individuals, agents or entities, must follow the state's real estate licensing laws and regulations. These laws and regulations generally specify minimum duties and obligations of these licensees to their clients and the public, as well as standards for the conduct of business, including contract and disclosure requirements, record keeping requirements, requirements for local offices, escrow trust fund management, agency representation, advertising regulations and fair housing requirements.

In each of the states where Real has operations, Real assigns appropriate licensed personnel to manage and comply with applicable laws and regulations.

Most states have local regulations (city or county government) that govern the conduct of the real estate brokerage business. Local regulations generally require additional disclosures by the parties to a real estate transaction or their agents or brokers, or the receipt of reports or certifications, often from the local governmental authority, prior to the closing or settlement of a real estate transaction as well as prescribed review and approval periods for documentation and broker conditions for review and approval.

Third-Party Rules

Beyond federal, state and local governmental regulations, the real estate industry is subject to rules established by private real estate groups and/or trade organizations, including, among others, state Associations of REALTORS® (AOR), and local Associations of REALTORS® (AOR), the National Association of Realtors® (NAR), and local Multiple Listing Services (MLSs). "REALTOR" and "REALTORS" are registered trademarks of the National Association of REALTORS®. Generally, licensed brokers, salespersons, individuals, agents and brokerage entities join these groups and organizations thereby becoming subject to such rules.

Each third-party organization generally has prescribed policies, bylaws, codes of ethics or conduct, and fees and rules governing the actions of members in dealings with other members, clients and the public, as well as how the third-party organization's brand and services may or may not be deployed or displayed.

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Real assigns appropriate personnel to manage and comply with third party organization policies and bylaws.

Employees

As of March 31, 2020, Real and its subsidiaries had 8 full-time employees, three independent contractors, 11 contracted state brokers and over 1,000 agents and brokers whom Real also classifies as independent contractors.

Selected Consolidated Financial Information and Management's Discussion and Analysis

Selected Financial Information

The following table sets forth: (i) selected financial information for Real for the years ended December 31, 2019 and December 31, 2018 and should be read in conjunction with Real's audited financial statements and related notes for such periods, copies of which is attached to the Filing Statement as Appendix "C"; and (ii) selected financial information for Real for the nine-months ended September 30, 2019 and should be read in conjunction with Real's financial statements and related notes for such periods, copies of which is attached to the Filing Statement as Appendix "D".

The following information has been prepared in accordance with IFRS and is expressed in U.S. dollars.

Income Statement	Year ended	Year ended
Data	December 31, 2019 ($)	December 31, 2018 ($)
Total revenues	15,751,000	8,444,000
Net loss from	(1,668,000)	(2,373,000)
continuing operations
Net loss and	(2,251,000)	(2,524,000)
comprehensive loss
Cash dividends	Nil	Nil
declared
	As at December 31,	As at December 31,
Balance Sheet Data	2019 ($)	2018 ($)
Total assets	408,000	1,357,000
Total liabilities	12,348,000	11,534,000
Total equity	(11,940,000)	(10,177,000)

Management's Discussion and Analysis

Real's MD&A for the years ended December 31, 2019 and 2018 is attached hereto as Appendix "D".

The MD&A herein should be read in conjunction with the audited and unaudited financial statements of Real and the notes thereto for the years ended December 31, 2019 and December 31, 2018 attached as Appendix "C" to this Filing Statement.

Description of Securities

General

Real's authorized share capital currently consists of 75,600 New Israeli Shekels ("NIS") divided into 123 million ordinary shares, par value NIS 0.0004 per share ("Real Ordinary Shares") and 66 million Series A preferred shares, par value NIS 0.0004 each ("Real Preferred Shares"), of which 41,838,646 Real Ordinary Shares are issued and outstanding, and 64,921,029 Real Preferred Shares are issued and outstanding, as of the date hereof.

All of the outstanding Real Ordinary Shares and Real Preferred Shares are validly issued, fully paid and non- assessable.

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Conversion of Real Preferred Shares into Real Ordinary Shares

Each Real Preferred Share is convertible at the option of the holder of such share into such number of Real Ordinary Shares as is determined by dividing the applicable original issue price for such preferred share by the conversion price at the time in effect for such share. The initial conversion price per each Preferred Share is the original issue price for that share (the "Conversion Price"), subject to adjustment for any share combination or subdivision, share split, share dividend, distribution of bonus shares or any other reclassification, reorganization or recapitalization of the Company's share capital. There are no economic anti-dilution adjustments to the Conversion Price.

In addition, the Real Preferred Shares automatically convert into Real Ordinary Shares upon (i) a qualified IPO (an initial public offering in which Real raises net proceeds of at least US$30 million at a pre-money Real valuation of US$150 million) (a "QIPO"); or (ii) the written consent to such conversion of the holders of the majority of the issued and outstanding Preferred Shares.

It is expected that written consent of the holders of the majority of the issued and outstanding Preferred Shares will be obtained prior to Closing of the Transaction. In this connection, it is expected that the Real Preferred Shares will convert into Real Ordinary Shares (based on the foregoing consent of holders of Real Preferred Shares) on a one- for-one basis immediately prior to the surrender by Real Shareholders of their Real shares for ADL Common Shares at a rate of 1.0083 ADL Common Share per Real share at the Closing of the Transaction.

Preferred Liquidation and Distribution Preference

In the event of a liquidation or deemed liquidation event for Real, or a distribution by Real, the dividends, assets or proceeds available for distribution or payment to the Real Shareholders are to be distributed among the shareholders according to the following order of preference: (i) the holders of the Real Preferred Shares are entitled to receive, on a pari passu basis, for each Real Preferred Share held by them, prior and in preference to any other securities of the Company, the higher of: (i) an amount equal to the respective original issue price of that preferred share in US$ (in cash, cash equivalents or, if applicable, securities), less any amount previously paid in preference over any other securities of Real prior to the date of that distribution on account of the Preferred Share preference, or (ii) their pro- rata portion of any proceeds in connection thereto, calculated on an as-converted basis (the "Preferred Preference"). After payment in full of the Preferred Preference for all Real Preferred Shares, the remaining distributable proceeds available for distribution, if any, are to be distributed pro-rata only Among all of the holders of Real Ordinary Shares, on a pro-rata, pari passu basis, based on the number of Ordinary Shares held by those holders.

All Real Preferred Shares and Real Ordinary Shares will be entitled to receive the same number of ADL Common Shares (1.0083) pursuant to the Transaction (in the case of Real Preferred Shares, following conversion into Real Ordinary Shares on a one-for-one basis immediately prior to the Closing of the Transaction).

Voting Rights

All Real Ordinary Shares have identical voting and other rights in all respects. Real Preferred Shares vote together with the Ordinary Shares, and not as a separate class, in all shareholders meetings, with each Real Preferred Share voting on an as-converted basis. Until the earlier of: (i) a QIPO; and (ii) the point at which the Real Preferred Shares constitute less than 5% of Real's issued and outstanding share capital, any action or resolution of the Real shareholders, or of the Real board, as applicable, regarding any of a number of key matters requires the consent of a majority of the Real Preferred Shares or, if applicable, the affirmative vote of the Real director elected by the holders of the Real Preferred Shares.

The same voting requirement applies to a corresponding action taken by any of Real's subsidiaries in which Real holds above 50% of such subsidiary's voting rights, on an issued and outstanding basis.

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Preemptive Rights

Until a QIPO, holders of 5% or more of the issued and outstanding shares of Real possess preemptive rights on new issuances by Real of any class of shares, options, warrants, convertible deeds, convertible debts or any other security or right exercisable or convertible into shares of the Company, subject to exceptions for (i) securities issued to employees, directors or consultants of Real or any subsidiary thereof, pursuant to a share option plan approved by the Real board of directors; (ii) securities issued pursuant to any event of share combination or subdivision, stock split, stock dividend, distribution of shares for no consideration to all shareholders on a pro rata basis or any other reclassification, reorganization or recapitalization of Real's share capital, (iii) Real Ordinary Shares issued upon conversion of the Real Preferred Shares; (iv) securities issued to the public in an initial public offering; and (v) any other securities excluded from the preemptive rights by Real's board of directors.

Restrictions on Transfer of Shares

Real's fully paid shares have been issued in registered form and may not be transferred unless the transfer has been approved by the Real board of directors, which consent may not be unreasonably withheld or delayed. The board may refuse to register a transfer in the event that such a transfer is to a competitor of Real or in the event that such a transfer would result in Real having more than 50 shareholders. The approval of the Real board is not required for a transfer to certain permitted transferees made in compliance with the provisions of Real's articles.

Right of First Refusal, Co-Sale Rights and Bring-Along Rights

Until a QIPO, holders of 5% or more of the issued and outstanding shares of Real possess a right of first refusal with respect to any transfer of all or any of the securities of Real held by any other shareholder, in accordance with customary procedures. These rights do not apply in the case of a deemed liquidation event involving Real.

Holders of 5% or more of the issued and outstanding shares of Real furthermore have the option, exercisable in accordance with certain procedures, to participate in a transfer of Real Ordinary Shares by a selling shareholder. This co-sale right allows a 5% Real shareholder to transfer such number of shares as is determined by multiplying the total number of shares being transferred by the selling shareholder in the proposed transaction by a fraction, the numerator of which is the number of Real Ordinary Shares, calculated on an as-converted basis, owned by the 5% shareholder and the denominator of which is the total number of issued and outstanding Real Ordinary Shares, calculated on an as-converted basis, held by the selling shareholder and all other shareholders joining in the co-sale transaction.

Until an QIPO, in the event that the holders of at least 60% of Real's issued and outstanding shares, on an as- converted basis, including a majority of the outstanding Real Preferred Shares, approve a bona fide offer from any third party for a sale of all of Real's issued and outstanding shares, the remaining shareholders are required to vote all Real shares over which they possess voting power in favor of approval of the transaction and any other matter facilitating the transaction, and against any proposal for any other transaction with any other party and against any other matter that could result in any of the conditions to Real's obligations under the agreement for the first transaction not being fulfilled.

Restrictions on Ownership by Foreigners

The ownership or voting of Real's shares by non-residents of Israel is not restricted in any way by Real's articles or the laws of the State of Israel, except for ownership by nationals of some countries that are, or have been, in a state of war with Israel.

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Consolidated Capitalization

Designation of Security	Amount Authorized	Amount Outstanding as of December 31, 2019(1)	Amount Outstanding as at the date of the Filing Statement(2)
Real Ordinary Shares	123,000,000	41,797,000	44,474,484
Real Preferred Shares	66,000,000	61,921,029	64,921,029

(1) As of December 31, 2019, Real had an accumulated deficit of US $11.94 million.

(2) Immediately prior to Transaction and following conversion of the US$200,000 principal amount of convertible loans (see "Prior Sales"). Excluding 6,216,474 Real Ordinary Shares reserved for issuance under Real's 2016 Incentive Option Plan.

Prior Sales

The following table sets forth details of the number and price at which securities of Real have been sold within the 12 months prior to the date of this Filing Statement:

Date	Number of Shares	Issue Price	Aggregate Issue Price	Consideration
September 22, 2019	2,936,859 Preferred Shares	US$0.1362	US$400,000	Cash
February 17, 2020	US$150,000 principal amount of convertible loans(1)	-	US$150,000	Cash
March 31, 2020	US$50,000 principal amount of convertible loans(1)	-	US$50,000	Cash
April 3, 2020	41,396 Ordinary Shares	US$0.133	US$5,505	Cash(2)

(1) Convertible into Real Ordinary Shares immediately prior to the Closing at a conversion price per share of US $0.07587 which will in turn be exchanged for Resulting Issuer Common Shares upon completion of the Transaction.

(2) On exercise of various stock options.

Executive Compensation

Compensation Discussion and Analysis

Executive Compensation is required to be disclosed for the (i) Chief Executive Officer (or individual who served in a similar capacity during the most recently completed financial year); (ii) Chief Financial Officer (or individual who served in a similar capacity during the most recently completed financial year); (iii) most highly compensated executive officer (other than the Chief Executive Officer and the Chief Financial Officer) who were serving as executive officers at the end of the most recently completed fiscal year whose total compensation was more than

$150,000; and (iv) each individual who would meet the definition set forth in (iii) but for the fact that the individual was neither an executive officer of Real, nor acting in a similar capacity, at the end of that financial year (the "Named Executive Officers").

The Named Executive Officers of Real during the most recently completed financial year are Tamir Poleg, Chief Executive Officer, Gal Weiss, Chief Technology Officer and Lynda Radosevich, Chief Marketing Officer. Real did not have a Chief Financial Officer during the most recently completed financial year.

The compensation program of Real is designed to attract, motivate, reward and retain knowledgeable and skilled executives required to achieve Real's business objectives and increase shareholder value. The main objective of the compensation program is to recognize the contribution of the Named Executive Officers to the overall success and strategic growth of Real. The compensation program is designed to reward management performance by aligning a component of the compensation with Real's business performance and share value. The philosophy of Real is to pay management a total compensation amount that is competitive with other companies in a similar industry and is consistent with the experience and responsibility level of management. The purpose of executive compensation is to reward the executives for their contributions to the achievements of Real on both an annual and long-term basis.

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Summary Compensation Table

The following table sets forth information concerning the total compensation paid to Named Executive Officers during the financial year ended December 31, 2019.

Summary Compensation Table
Name and Principal Position	Year end	Salary ($)	Share- Based Awards ($)(1)	Option- Based Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)		Pension Value ($)	All Other Compensation ($)	Total Compensation ($)
					Annual Incentive Plans	Long-Term Incentive Plans
Tamir Poleg Chief Executive Officer	Dec 31, 2019 Dec 31, 2018	US$159,739 (3) US $173,786	-	-	-	-	-	-	US$159,739 US $173,786
Gus Patel Chief Financial Officer	Dec 31, 2019 Dec 31, 2018	US$18,825 -	-	-	-	-	-	-	US$18,825 -
Lynda Radosevich Chief Marketing Officer	Dec 31, 2019 Dec 31, 2018	US$150,000 US$192,250	-	-	-	-	-	-	US$150,000 US$192,250
Gal Weiss Chief Technology Officer	Dec 31, 2019 Dec 31, 2018	US$119,169 (4) US$116,832	-	-	-	-	-	-	US$119,169 US$116,832

(1) "Share-Based Award" means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units and stock.

(2) "Option-Based Award" means an award under an equity incentive plan of options, including, for greater certainty, stock options, stock appreciation rights and similar instruments that have option-like features.

(3) Represents the US dollar amount (including, in part, US dollar equivalent amount, based on the US dollar- New Israeli Shekel ("NIS") annual average representative exchange rate of US $1.00= NIS 3.5949 published by the Bank of Israel with respect to the 2018 year) of gross salary paid by Real and/or its subsidiaries to Mr. Poleg, and to a limited liability company wholly-owned by him, for the 2018 year.

(4) Represents the US dollar equivalent amount (based on the average US dollar-NIS annual average representative exchange rate of US $1.00= NIS 3.5645 published by the Bank of Israel with respect to the 2019 year) of gross salary paid by Real to Mr. Weiss in NIS for the 2019 year.

Incentive Plans or Option Plans

Real 2016 Incentive Option Plan

Real's 2016 Incentive Option Plan (the "Real 2016 Plan"), which was adopted by Real's board of directors in January 2016, provides for the grant of options to Real's and Real's parent's or subsidiaries' respective directors, employees, officers and service providers, and to any person or entity to which options may be donated for charitable purposes.

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The Real 2016 Plan is administered by Real's board of directors or by a committee designated by the board, which determines, subject to Israeli law, the grantees of awards and the terms of the grant, including, exercise prices, vesting schedules, acceleration of vesting and the other matters necessary in the administration of the Real 2016 Plan. The Real 2016 Plan enables Real to potentially grant awards under various tax regimes; currently, all awards are granted under the Israeli tax regime, pursuant to Sections 102 and 3(9) of the Israeli Tax Ordinance.

Section 102 of the Israeli Tax Ordinance allows employees, directors and officers who are not controlling shareholders and are considered Israeli residents to receive favorable tax treatment for compensation in the form of shares or options. Israeli non-employee service providers and controlling shareholders may only be granted options under Section 3(9) of the Tax Ordinance, which does not provide for similar tax benefits. Section 102 of the Tax Ordinance includes two alternatives for tax treatment involving the issuance of options to a trustee for the benefit of the grantees and also includes an additional alternative for the issuance of options directly to the grantee. Section 102(b)(2) of the Tax Ordinance, the most favorable tax treatment for grantees, permits the issuance to a trustee  under the "capital gains track." However, under this track Real will not be allowed to deduct an expense with respect to the issuance of the options.

Under the Real 2016 Plan, Real may grant options to its employees, directors and officers who are not controlling shareholders and are considered Israeli residents, under the capital gains track. In order to comply with the terms of the capital gains track, all options granted under the 2016 Plan pursuant and subject to the provisions of Section 102 of the Israeli Tax Ordinance, as well as the ordinary shares to be issued upon exercise of these options and other shares received subsequently following any realization of rights with respect to such options, such as share dividends and share splits, must be granted to a trustee for the benefit of the relevant employee, director or officer and should be held by the trustee for at least two years after the date of the grant.

Awards under the Real 2016 Plan may be granted until January 2026, ten years from the date on which the Real 2016 Plan was approved by Real's shareholders.

Options granted under the Real 2016 Plan generally vest over four years commencing on the date of grant such that 25% vest after one year and an additional 1/12th vests at the end of each subsequent three-month period thereafter. Options that are not exercised within ten years from the grant date expire, unless otherwise determined by the board or its designated committee, as applicable. In case of termination for reasons of death or disability, the grantee or his legal successor may exercise options that have vested prior to termination within a period of six months from the date of disability or death, or within three months following retirement. If Real terminates a grantee's employment or service for cause, all of the grantee's vested and unvested options will expire on the date of termination. If a grantee's employment or service is terminated for any other reason, the grantee may exercise his or her vested options within 90 days of the date of termination.

In the event of a merger or consolidation of our company, or a sale of all, or substantially all, of Real's shares or assets or other transaction having a similar effect, then without the consent of the option holder, the board or its designated committee, as applicable, may but is not required to (i) cause any outstanding award to be assumed or an equivalent award to be substituted by such successor corporation or (ii) in case the successor corporation refuses to assume or substitute the award provide the grantee with the option to exercise the award as to all or part of the shares.

Pension Plan Benefits

Real does not have in place any defined benefits or defined compensation pension plans for Named Executive Officers that provides for payments or benefits at, following or in connection with retirement.

Termination and Change of Control Benefits

There are no contacts with any Named Executive Officer that provides for a severance payment or that contains change of control provisions or non-competition/non-solicitation obligations

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Director Compensation

The directors of Real did not receive any compensation, share based awards, option based awards, incentive plan rewards or other benefits or perquisites during the financial year ended December 31, 2019.

Management Contracts

No management functions of Real or any of its subsidiaries are performed to any substantial degree by a person other than the directors or senior officers of Real or its subsidiaries.

Non-Arm's Length Party Transaction

Other than as set out below, Real has not obtained assets or services from any of its directors, officers or promoters, any securityholder disclosed herein as a principal securityholder, either before or after giving effect to the Transaction, or any Associate or Affiliate of any of the foregoing persons or companies within the five years prior to the filing of this filing statement.

Financings with Officers, Directors and Principal Securityholders

During the years 2015-2019, Real entered into various financing transactions with investors that included certain current officers, directors and principal securityholders of Real. The terms offered to the officers, directors and principal securityholders for purchases of Real's securities were not more favorable than the terms offered to all investors. All numbers of Real Ordinary Shares and Real Preferred Shares described in these financing rounds reflect a 25-for-1 stock split that was effected by Real in June 2018.

Upon the incorporation of Real on June 26, 2014, Real issued, for nominal consideration, to (i) each of Tamir Poleg (a current officer, director and principal securityholder) and Yuval Niv (a current director) 9.5 million ordinary shares, (ii) Gal Weiss (a current officer) 2.375 million Real Ordinary Shares, and (iii) Guy Gamzu (a current director) 1.25 million Real Ordinary Shares.

On June 30, 2014, in its pre-seed investment round, Real issued and sold to each of Cubit Investments Ltd., Roy Oron and Anfield Ltd. (each, a principal securityholder) 2.5 million Real Ordinary Shares, at a price of US$0.04 per share.

In March 2015, in its next financing round, Real sold 1,902,575 additional Real Ordinary Shares at a price of US$0.0876 per share to each of Cubit Investments Ltd., Roy Oron and Anfield Ltd. (each, a current principal securityholder).

In November 2015, Real sold 856,600 Real Preferred Shares at a price of US$0.281 per share to each of Cubit Investments Ltd., Roy Oron and Anfield Ltd. (each, a current principal securityholder), along with 17,303,250 and 487,650 Real Preferred Shares, also at a price of US$0.281 per share, to Magma Venture Capital IV L.P. (a current principal securityholder) and its affiliate Magma Venture Capital CEO Fund L.P., respectively.

As a follow-up/joinder to its November 2015 financing round, Real sold additional Real Preferred Shares to certain current principal securityholders-- Roy Oron and Anfield Ltd. (1,245,350 shares each), Cubit Investments Ltd. (711,625 shares) and Northern Lights LP (8,895,450 shares), in each case at a price of US$0.281 per share.

In August 2018, Real sold additional Real Preferred Shares, once again at a price of US$0.281 per share, to certain current principal securityholders, consisting of: Cubit Investments Ltd. (421,708 shares); Roy Oron and Anfield Ltd. (459,075 shares each); and Magma Venture Capital IV L.P. and its affiliate Magma Venture Capital CEO Fund L.P. (1,222,644 shares and 34,719 shares, respectively).

On April 16, 2019, Real sold additional Real Preferred Shares, at a price of US$0.0253 per share, to certain current principal securityholders, consisting of: Anfield Ltd. and Cubit Investments Ltd. (4,996,838 shares each); Roy Oron (4,996,758 shares); Magma Venture Capital IV L.P. and its affiliate Magma Venture Capital CEO Fund L.P. (3,844,229 shares and 108,340 shares, respectively); and Northern Lights LP (2,826,442 shares).

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On September 22, 2019, Real sold 436,667 additional Real Preferred Shares, at a price of US$0.1362 per share, to each of the following current principal securityholders: Anfield Ltd.; Roy Oron; and Cubit Investments Ltd.

On February 17, 2020 and on March 31, 2020, Real raised an aggregate of US$200,000 by way of convertible loan with the following current principal securityholders: Anfield Ltd.; Roy Oron; and Cubit Investments Ltd. The principal amounts invested under such agreement will convert into Real Ordinary Shares immediately prior to the Closing at a conversion price per share of US $0.07587 which will in turn be exchanged for Resulting Issuer Common Shares upon completion of the Transaction.

Services Agreement with Yuval Niv

On April 1, 2018, Real entered into a services agreement with its former founder, Yuval Niv, for a four-month period, during which Mr. Niv provided day-to-day consultancy and advisory services pertaining to technological issues and/or other services requested by Real. Mr. Niv was entitled to a fixed monthly fee of NIS 10,000 under the agreement. The agreement was entered into in connection with the termination of Mr. Niv's employment at Real. In connection with his services under the agreement, Mr. Niv was subject to customary undertakings concerning confidentiality, non-competition and the assignment of his intellectual property rights.

Legal Proceedings

Other than certain ordinary course legal proceedings in connection with Real's multi-state real estate brokerage business (none of which are expected to have a material impact on the business or operations of Real), Real is neither a party to, nor is any of its property the subject matter of, any legal proceedings, nor are any such proceedings known to Real to be contemplated by any party.

Material Contracts

Real has not entered into any material contracts, outside of the ordinary course of business, prior to the date hereof, other than:

1. the Transaction Agreement.

Copies of material contracts will be available for inspection without charge at the business office of  Real's solicitors, Gowling WLG (Canada) LLP, 1 First Canadian Place, 100 King Street West, Suite 1600, Toronto, Ontario, during ordinary business hours from the date hereof until the completion of the Transaction.

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PART IV - INFORMATION CONCERNING THE RESULTING ISSUER

Corporate Structure

Name and Incorporation

It is expected that, following the Completion of the Qualifying Transaction, the Resulting Issuer's head and registered office will be located at Suite 2300, Bentall 5, 550 Burrard Street, Vancouver British Columbia, V6C 2B5.

Intercorporate Relationships

Following the Completion of the Qualifying Transaction, Real will be a wholly-owned subsidiary of the Resulting Issuer. The chart below represents the corporate structure of the Resulting Issuer.

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Narrative Description of the Business

Stated Business Objectives

The Resulting Issuer will carry on the business of Real and use the funds available to it as stated in this Filing Statement. The Resulting Issuer plans to continue with Real's business plan. See "- Available Funds and Principal Purposes" below and Part III - "Information Concerning Real - Narrative Description of the Business".

Milestones

For a summary of the timing and costs related to the Resulting Issuer's business plan, see "- Available Funds and Principal Purposes" below and Part III - "Information Concerning Real - Narrative Description of the Business".

Description of the Securities

Upon Completion of the Qualifying Transaction and the ADL Private Placement, it is expected that the following securities will be issued and outstanding in the capital of the Resulting Issuer (assuming completion of the ADL Private Placement): 140,098,047 Resulting Issuer Shares, 8,120,963 Resulting Issuer Options entitling the holders thereof to purchase up to an aggregate of 8,120,963 Resulting Issuer Shares and 300,000 Resulting Issuer Compensation Options entitling the holders thereof to purchase up to an aggregate of 300,000 Resulting Issuer Shares. See "- Pro Forma Consolidated Capitalization - Fully-Diluted Share Capital" below.

Subject to the approval of the Resulting Issuer Board, the Resulting Issuer may also issue additional incentive stock options to its directors, officers, employees and consultants following the Completion of the Qualifying Transaction. See "- Options to Purchase Securities" below.

The holders of Resulting Issuer Common Shares will be entitled to receive notice of and attend any meeting of the shareholders of the Resulting Issuer and be entitled to cast one vote for each Resulting Issuer Common Share held. The holders of Resulting Issuer Common Shares will be entitled to receive dividends if, as and when declared by the Resulting Issuer Board and to receive a proportionate share, on a per share basis, of the assets of the Resulting Issuer available for distribution in the event of a liquidation, dissolution or winding-up of the Resulting Issuer.

Selected Pro Forma Balance Sheet Information

The following table sets forth certain pro forma financial information of the Resulting Issuer after giving effect to the Transaction. Such unaudited pro forma balance sheet information is based on certain assumptions and adjustments and are not necessarily indicative of the Resulting Issuer's consolidated financial position if the events reflected therein were in effect for the periods presented, nor do they purport to project the Resulting Issuer's financial position or results from operations for any future period:

Balance Sheet	Pro Forma as at December 31, 2019 after giving effect to the Transaction ($USD)
Current Assets	2,509,000
Long-Term Assets	213,000
Current Liabilities	577,000
Shareholders' Equity	1,873,000

Such information is derived from the unaudited pro forma balance sheet of the Resulting Issuer as at December 31, 2019, which is attached hereto as Appendix "E" - Pro Forma Financial Statements of the Resulting Issuer, and should be read in conjunction herewith.

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Pro Forma Consolidated Capitalization

The following table sets forth the pro forma share capital of the Resulting Issuer following Completion of the Qualifying Transaction.

Designation of Security	Authorized	Amount outstanding following Completion of the Qualifying Transaction
Resulting Issuer Common Shares	Unlimited	140,098,047
Resulting Issuer Options		8,120,963 (1)
Resulting Issuer Compensation Options		300,000 (2)
Total Fully Diluted Share Capital		148,519,010

(1) Comprised of 900,000 options granted to existing option holders of ADL, in aggregate, 6,098,411 options granted to existing option holders of Real on the closing of the Transaction and 1,122,552 options granted to the directors of the Resulting Issuer upon closing of the Transaction.

(2) See "Information Concerning ADL - ADL Compensation Options".

Fully-Diluted Share Capital

The following table summarizes the securities of ADL and Real currently issued and outstanding and the securities of the Resulting Issuer to be issued and outstanding following the Completion of the Qualifying Transaction:

	Number of Securities	% of total number of Resulting Issuer Common Shares outstanding following Completion of the Qualifying Transaction
		(Non-Diluted)	(Fully-Diluted)
ADL Common Shares outstanding as of the date of this Filing Statement	9,100,000	6.5	6.1
Resulting Issuer Shares to be issued as consideration for the Real Shares including Real Shares issuable upon the conversion of the US $200,000 principal amount of Real convertible loans	110,239,877	78.7	74.2
Number of Resulting Issuer Shares to be issued upon exercise of the ADL Subscription Receipts issued pursuant to the ADL Private Placement	20,758,170	14.8	14.1
Total Resulting Issuer Shares	140,098,047	-	-

Available Funds and Principal Purposes

The following table sets forth the funds anticipated to be available to the Resulting Issuer on a consolidated basis after giving effect to the Qualifying Transaction:

Source of Funds	Amount of Funds (CAD)
Estimated working capital of Real as at March 31, 2020	$180,000
Estimated working capital of ADL as at March 31, 2020	$450,000
Net proceeds from the ADL Private Placement	$2,200,000(1)
Projected gross profit of Real for 18 months following completion of the Qualifying Transaction	$7,002,820(2)
Total Estimated Funds Available	$9,832,820

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(1) Assuming completion of the ADL Private Placement of approximately CDN $2,200,000.

(2) Based on management projections.

The following table sets forth the proposed use of the available funds upon completion of the Qualifying Transaction:

Use of Available Funds	Amount of Funds (CAD)
Research and Development	$1,980,750
Sales and Marketing	$2,310,180
General and Administrative	$3,384,650
Estimated costs incidental to the Qualifying Transaction	$350,000
Unallocated funds	$1,807,240
Total	$9,832,820(1)

(1) Real and ADL anticipate that these funds will be sufficient for these uses for an 18 month period following the date of completion of the Qualifying Transaction.

The above sources and uses of funds are estimates only. Notwithstanding the proposed uses of available funds as discussed above, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary. It is difficult at this time to definitively project the total funds necessary to execute the planned undertakings of the Resulting Issuer. For these reasons, management considers it to be in the best interests of the Resulting Issuer and its shareholders to permit management a reasonable degree of flexibility as to how the Resulting Issuer's funds are employed among the above uses or for other purposes, as the need may arise.

Dividends

There are no restrictions in the Resulting Issuer's articles or elsewhere which could prevent the Resulting Issuer from paying dividends subsequent to Completion of the Qualifying Transaction. The Resulting Issuer does not contemplate paying any dividends on any Resulting Issuer Common Shares in the immediate future subsequent to the Completion of the Qualifying Transaction, as it anticipates investing all available funds to finance the growth of the Resulting Issuer's business. The Resulting Issuer Board will determine if, and when, to declare and pay dividends in the future from funds properly applicable to the payment of dividends based on the Resulting Issuer's financial position at the relevant time. All of the Resulting Issuer Common Shares will be entitled to an equal share in any dividends declared and paid on a per share basis.

Principal Securityholders

To the best of the knowledge of management and the directors of ADL and Real, other than as set out in the following table, there is no Person who will own of record or beneficially, directly or indirectly, or exercise control or direction over, more than 10% of the voting rights attached to all of the outstanding Resulting Issuer Common Shares after the Completion of the Qualifying Transaction.

Name and Municipality of Residence	Resulting Issuer Common Shares upon Completion of the Qualifying Transaction	Common Shares owned of Record and/or Beneficially
Magma Venture Capital Funds(1) Tel Aviv, Israel	24,498,928 (2)	Of Record

(1) Upon completion of the Qualifying Transaction and the ADL Private Placement, it is expected that 23,827,154 Resulting Issuer Common Shares will be held by Magma Venture Capital IV L.P. and 671,774 Resulting Issuer Common Shares will be held by Magma Venture Capital CEO Fund L.P. (collectively, the "Magma Funds"). The general partners of the Magma Funds are owned and controlled by Yahal Zilka (50%) and Modi Rosen (50%).

(2) 17.5% Resulting Issuer Shares on a non-diluted basis and 16.5% Resulting Issuer Shares on a fully diluted basis assuming completion of the ADL Private Placement.

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Directors, Officers and Promoters

Name, Municipality of Residence, Occupation and Security Holdings

It is expected that, upon Completion of the Qualifying Transaction, the following individuals will be the directors and officers of the Resulting Issuer, with the term of office of the directors to expire on the date of the next annual general meeting of the shareholders of the Resulting Issuer.

Tamir Poleg - Chairman, Chief Executive Officer and Director

Tamir Poleg is the Co-Founder and CEO of Real since Real was founded in 2014. Prior to founding Real, Mr. Poleg founded and served as the Chief Executive Officer of Optimum RE Investments - a real estate company focused on multi-family investments and operations. Prior to shifting to real estate, Mr. Poleg served in executive sales and business development positions with several technology companies, focusing on wireless infrastructure development and deployment across multiple continents. With over 15 years of real estate experience, including serving as a construction manager, and 9 years of technology company experience, Mr. Poleg is considered an expert in real estate technology and a member of Forbes Real Estate Council. Mr. Poleg holds a bachelor's degree in economics and several real estate related accreditations. Mr. Poleg is the sole director and officer of each of the Real Subsidiaries.

Gus Patel CPA, CA, EET, LPA - Chief Financial Officer and Corporate Secretary

Gus Patel serves as Chief Financial Officer of Real. He also serves as a Founding Partner of Abacus Group, a public accounting and advisory firm, since October 2017. Mr. Patel was formally Controller of Urbanfund Corp. (TSX-V: UFC) and Westdale Construction Co. Limited, and was responsible for financial reporting, strategy and corporate tax compliance (Oct. 2017 - Jun. 2019). Previously he was a Manager at Collins Barrow Toronto LLP in the assurance and advisory practice with a focus on public market transactions (Nov. 2014 - Oct. 2017). Mr. Patel is a Chartered Professional Accountant and Chartered Accountant, and has a Bachelor of Commerce in Accounting and Finance from the Ted Rogers School of Management at Ryerson University.

Lynda Radosevich - Chief Marketing Officer

Lynda Radosevich serves as Real's Chief Marketing Officer (CMO). Ms. Radosevich has two decades experience building early stage, high-growth, venture-backed technology companies as a marketing officer and business consultant. She has contributed to multiple IPOs and acquisitions. Prior to joining Real, she was head of corporate marketing for Directly, a support automation leader backed by Microsoft M12 Ventures and True Ventures. Early in her career, she was a technology industry reporter. As CMO, Ms. Radosevich oversees positioning and messaging and directs the planning, development and execution of marketing, advertising and growth initiatives.

Guy Gamzu -Director

Guy Gamzu founded and has served as the Chairman of Cubit Investments Ltd., a privately owned investment company specializing in early stage venture finance since 1998 and serves as a director and chairman of a number of private technology companies.

Larry Klane -Director

Larry Klane is an independent director, co-founder of an investment firm and prior CEO and business leader of an array of wholesale and retail financial services businesses globally. In addition to his executive experience, Mr. Klane has served on nine corporate boards-four public boards (two in the United States and two in Asia) and five private boards (two in the United States, two in Europe and one in Canada). Mr. Klane currently serves on the boards of Goldman Sachs Bank USA and Navient Corporation (Nasdaq: NAVI). Previously, Mr. Klane served as Chairman of the Board and CEO of Korea Exchange Bank and as a Director of Aozora Bank, publicly traded banks in Korea and Japan respectively. Prior to leading Korea Exchange Bank, Mr. Klane served as President  of the Global Financial Services division of Capital One Financial Corporation. Mr. Klane joined Capital One in 2000 to help lead the company's transformation to a diversified financial services business. His responsibilities during his tenure included a broad range of consumer and business finance activities in the United States, Europe and Canada. He oversaw all merger and acquisition activities. Prior to Capital One, Mr. Klane was a Managing Director at Deutsche Bank and ran the Corporate Trust and Agency Services business acquired from Bankers Trust. Earlier in his career, Larry spent a decade in a variety of US and overseas consulting and strategy roles. Mr. Klane qualifies as a Qualified Financial Expert under SEC guidelines. In January 2014, Larry co-founded Pivot Investment Partners, a private investment firm focused on investing in a select set of high potential financial technology companies. Mr. Klane received his MBA from the Stanford Graduate School of Business and earned his undergraduate degree from Harvard College. In 2007, Mr. Klane was nominated by the President of the United States to sit on the Federal Reserve Board of Governors.

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Laurence Rose - Director

Laurence Rose serves as Chairman of Omega ATS Inc. and is President of private investment firm Matchpoint Financial Corp. Mr. Rose spent over eleven years at global investment bank Cantor Fitzgerald where his responsibilities included executive oversight of a number of business units, joint ventures, and investments. He served as Chairman, President and Chief Executive Officer of Cantor Fitzgerald Canada Corporation and Senior Managing Director of Cantor Fitzgerald & Co. Prior to joining Cantor Fitzgerald, Mr. Rose was founder and CEO of CollectiveBid Systems Inc. and its wholly-owned investment dealer subsidiary, CBID Markets Inc., which launched Canada's first Alternative Trading System (ATS). With over twenty-five years' experience in the capital markets and technology sectors, his professional experience also includes positions with RBC Dominion Securities Inc., Dow Jones Markets Inc. and Bridge Information Systems. Mr. Rose serves on a number of Boards of both corporate and non-profit organizations.

The following table lists the name, municipality of residence, proposed office, principal occupation and anticipated shareholdings of each proposed director and officer of the Resulting Issuer.

Name and Municipality of Residence	Positions and Offices to be Held	Principal Occupation During the Past Five Years	Resulting Issuer Common Shares owned, beneficially held or controlled, assuming Completion of the Qualifying Transaction (1)	Director or Officer of ADL or Real Since
Tamir Poleg Tel Aviv, Israel	Chairman, Chief Executive Officer and Director	Chief Executive Officer of Real	9,578,850 6.8%	2014
Gus Patel Toronto, Ontario	Chief Financial Officer and Corporate Secretary	Partner of Abacus Group from November 2017 to the present; Manager at Collins Barrow from November 2014 to October 2017	Nil	September, 2019
Lynda Radosevich New York, New York	Chief Marketing Officer	Chief Marketing Officer of Real	Nil	January, 2017
Guy Gamzu(2) (5) Tel Aviv, Israel	Director	Investor	17,910,835 12.7%	2014
Larry Klane (3) (5) New York, New York	Director	Partner of Pivot Investment Partners	4,575,164 3.3%	On closing of Qualifying Transaction
Laurence Rose(4) (5) Toronto, Ontario	Director	Chairman, Omega ATS Inc.	2,493,542 1.8%	February 28, 2018

(1) Assuming completion of the ADL Private Placement.

(2) Comprised of: 15,353,271 Common Shares to be held by Cubit Investments Ltd., a company beneficially owned by Mr. Gamzu; 1,307,189 Common Shares issued on the exercise of subscription receipts purchased on the ADL Private Placement by Cubit Investments Ltd.; and 1,250,375 Common Shares to be owned by Mr. Gamzu personally.

(3) Shares to be held by Poom Holdings LLC, a company beneficially owned by Mr. Klane upon completion of the ADL Private Placement.

(4) Shares to be held by Matchpoint Capital Inc., a company beneficially owned by Mr. Rose.

(5) Member of the audit committee.

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Upon Completion of the Qualifying Transaction, the Resulting Issuer Common Shares beneficially owned, directly or indirectly, by all Promoters, Insiders, directors and executive officers of the Resulting Issuer, as a group, will be 59,051,319 Resulting Issuer Common Shares, or approximately 42.1% on a non-diluted basis or 39.8% on a fully- diluted basis assuming completion of the ADL Private Placement.

Cease Trade Orders or Bankruptcies

None of the proposed directors, officers, Insiders or Promoters of the Resulting Issuer or a shareholder holding a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer is, or within 10 years before the date of this Filing Statement has been, a director, officer, Insider or Promoter of any other issuer that, while that person was acting in that capacity:

(a) was the subject of a cease trade or similar order, or an order that denied the other issuer access to any exemptions under applicable securities legislation for a period of more than 30 consecutive days; or

(b) 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.

Penalties or Sanctions

None of the proposed directors, officers, Insiders or the Promoters of the Resulting Issuer or a shareholder holding a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by any securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or has been subject to any other penalties or sanctions imposed by a court or regulatory body or self-regulatory authority that would be likely to be considered important to a reasonable investor making an investment decision.

Personal Bankruptcies

None of the proposed directors, officers, Insiders or the Promoters of the Resulting Issuer or a shareholder holding a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer is, or within the 10 years before the date of this Filing Statement, has been declared bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or has been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold their assets.

Conflicts of Interest

There may from time to time be potential conflicts of interest to which some of the directors, officers, Insiders and Promoters of the Resulting Issuer will be subject in connection with the operations of the Resulting Issuer. Some of the individuals who will be appointed as directors or officers of the Resulting Issuer are also directors and/or officers of other reporting and non-reporting issuers. Conflicts, if any, will be subject to the procedures and remedies provided for under the BCBCA.

Other Reporting Issuer Experience

The following table sets out the proposed directors, officers and Promoters of the Resulting Issuer that are, or have been within the last five years, directors, officers or Promoters of other reporting issuers:

Name	Name of Reporting Issuer	Trading Market	Position	From	To
Guy Gamzu	MediaMind Inc.	NASDAQ	Director	August 2010	March 2011
Larry Klane	Navient Corporation	NASDAQ	Director	May 2019	Present
	Verifone Systems	NYSE	Director	December 2017	August 2018
Laurence Rose	iLOOKABOUT Corp.	TSXV	CEO, Director	September 2016	December 2017
	ADL Ventures Inc.	TSXV	CEO, Director	February 2018	Present

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Executive Compensation

See Part III - "Information Concerning Real - Executive Compensation".

Indebtedness of Directors and Officers

Other than as disclosed in this Filing Statement, no director or officer of ADL or Real, or any Associate or Affiliate of any of them was or ever has been indebted to ADL or Real nor has any indebtedness of any such person been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by ADL or Real.

Investor Relations Arrangements

The Resulting Issuer has not entered into, and does not presently intend to enter into, any written or oral agreement or understanding with any person to provide promotional or investor relations services to either of them, or to engage in activities for the purposes of stabilizing the market, either now or in the future.

Options to Purchase Securities

Options to Purchase Securities

Assuming Completion of the Qualifying Transaction there will be 8,120,963 Resulting Issuer Options outstanding (excluding the Resulting Issuer Compensation Options). The following table illustrates the number of options of the Resulting Issuer that will be held by the officers, directors, employees and consultants of the  Resulting Issuer upon completion of the Qualifying Transaction. The Resulting Issuer does not anticipate granting any other options on or before the Closing of the Qualifying Transaction.

Name and Category	# of Holders	Resulting Issuer Options # options	Exercise Price ($/Resulting Issuer Share)	Expiration Date
Officers of the Resulting Issuer, as a group	2	4,488,263	3,552,734 at US $0.0253; 151,245 at US $0.133; 503,646 at US$0.132; 280,638 at $0.0765	January 20, 2026
Directors of the Resulting Issuer who are not officers, as a group(2)	3	1 x 225,000 3 x 280,638	$0.10 $0.0765	April 18, 2028
Employees of the Resulting Issuer, as a group	7	208,719	58,481 at US$0.132; 150,238 at US$0.133	January 20, 2026
Consultants of the Resulting Issuer, as a group	567	1,851,727	220,118 at US $0.132; 220,092 at US $0.14; 1,411,517 at US $0.133	January 20, 2026
Former Directors, Officers and Employees of the Resulting Issuer, as a group	3	675,000	$0.10	April 18, 2028
TOTAL		8,290,623

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Stock Option Plan

Upon Completion of the Qualifying Transaction, the Resulting Issuer will maintain the current stock option plan of ADL. See Part II - Information Concerning ADL - Stock Option Plan.

Escrowed Securities and Securities Subject to Contractual Restrictions on Transfer

An aggregate of 6,100,000 Common Shares are held in escrow as CPC Escrow Shares with the Escrow Agent. Pursuant to the Proposed Qualifying Transaction 6,100,000 Resulting Issuer Shares will remain in escrow pursuant to the CPC Escrow Agreement.

ADL and Real expect that 29,139,288 Resulting Issuer Shares to be issued to former Real Shareholders, and 5,330,173 Resulting Issuer Options issued to certain former holders of Real Options pursuant to the Proposed Qualifying Transaction will be held by persons who are Principals of the Resulting Issuer, and will accordingly be subject to escrow in accordance with Exchange policies.

CPC Escrow

The following table sets out, as of the date of this Prospectus, the Resulting Issuer Shares that will be held in escrow with the Escrow Agent pursuant to the CPC Escrow Agreement..

Designation of class		Number of escrowed securities			Percentage of class prior to giving effect to the Proposed Qualifying Transaction and ADL Private Placement			Percentage of class after giving effect to the Proposed Qualifying Transaction and ADL Private Placement
Resulting Issuer Shares		6,100,000			67%			4.3%

Upon completion of the Proposed Qualifying Transaction, it is expected that the Resulting Issuer will be listed on the Exchange as a Tier 1 technology issuer. Accordingly, 25% of the Resulting Issuer Shares held subject to the CPC Escrow Agreement will be released from escrow upon the issuance of the Final Exchange Bulletin, and an additional 25% will be released on the dates that are 6 months, 12 months, and 18 months following the date of the Final Exchange Bulletin.

Qualifying Transaction Escrow

Resulting Issuer securities to be issued pursuant to the Proposed Qualifying Transaction to Principals of the Resulting Issuer will be subject to escrow in accordance with Exchange policies. Upon completion of the Proposed Qualifying Transaction, such persons will be required to place their Resulting Issuer securities into escrow pursuant to a Tier 1 Value Escrow Agreement (the "QT Escrow Agreement"). Escrowed Resulting Issuer securities may not be sold, assigned, hypothecated, transferred within escrow or otherwise dealt with in any manner without the written consent of the Exchange. An entity, controlled by one or more persons, that holds escrowed Resulting Issuer securities may not participate in a transaction that results in a change of its control or a change in the economic exposure of the persons to the risks of holding escrowed Resulting Issuer securities.

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The following table lists the names of beneficial owners of the securities that will be subject to escrow pursuant to the QT Escrow Agreement, and the number of securities held by each:

Name and Municipality of Residence of Securityholder		Designation of class			Number of escrowed securities			Percentage of class after giving effect to the Proposed Qualifying Transaction and ADL Private Placement
Tamir Poleg		Resulting Issuer Shares			9,578,850			6.8
Tel Aviv, Israel		Resulting Issuer Options			3,833,372			46.2
Guy Gamzu		Resulting Issuer Shares			17,910,835			12.7
Tel Aviv, Israel		Resulting Issuer Options			280,637			3.4
Gus Patel		Resulting Issuer Shares			Nil			Nil
Toronto, Ontario		Resulting Issuer Options			Nil			Nil
Lynda Radosevich		Resulting Issuer Shares			Nil			Nil
New York, New York		Resulting Issuer Options			654,889			7.9
Larry Klane		Resulting Issuer Shares			4,575,164			3.2
New York, New York		Resulting Issuer Options			280,637			3.4
Laurence Rose		Resulting Issuer Shares			493,542			0.3
Toronto, Ontario		Resulting Issuer Options			280,637			3.4
Total		Resulting Issuer Shares			32,558,491			23.0
		Resulting Issuer Options			5,330,172			64.3

The QT Escrow Agreement provides that 25% of the escrowed securities will be released from escrow upon issuance of the Final Exchange Bulletin, an additional 25% will be released on the dates that are 6 months, 12 months, and 18 months following the date of the Final Exchange Bulletin.

Seed Share Resale Restrictions

An aggregate of 28,246,597 Resulting Issuer Shares will be subject to the seed share resale restrictions of the Exchange whereby 25% shall be released from escrow on the issuance of the Final Exchange Bulletin and 25% will be released on the dates that are 6 months, 12 months, and 18 months following the date of the Final Exchange Bulletin.

Transfers of Escrowed Securities

Where escrowed Resulting Issuer Shares are to be held by a person that is not an individual, such person will be required to agree not engage in any transaction that would result in the change of control of such person while its securities of the Resulting Issuer are held in escrow. Any such person will be required to further undertake to the Exchange that, to the extent reasonably possible, it will not permit or authorize any issuance of securities or transfer of securities which could reasonably result in a change of control of the person.

All holders of escrowed securities must obtain Exchange consent to transfer securities held in escrow, other than in specified circumstances set out in the applicable escrow agreement.

Lock-Up Agreements

In addition to the Resulting Issuer Shares that are subject to the CPC Escrow Agreement and the QT Escrow Agreement, all the shareholders of Real immediately prior to the completion of the Proposed Qualifying Transaction will enter into a lock-up agreements with the Resulting Issuer whereby such shareholders will agree not to transfer their shares for a period of 6 months from the completion of the Proposed Qualifying Transaction.

Auditors, Transfer Agent and Registrar

Auditor

The Resulting Issuer's auditors will be Real's current auditors, Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, whose principal office is located at Azrieli Center, Derech Menachem Begin 132, Tel Aviv, Israel, 6701101.

Transfer Agent and Registrar

The registrar and transfer agent for Resulting Issuer Common Shares subsequent to the Completion of the Qualifying Transaction will be Computershare Investor Services Inc., located at 510 Burrard Street, 3^rd Floor, Vancouver, British Columbia, V6C 3B9.

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 PART V - GENERAL MATTERS

Sponsorship and Agent Relationship

The Exchange has granted ADL's request for an exemption from the sponsorship requirements of Policy 2.2.

Experts

There is no interest, direct or indirect, in any securities or property of ADL, Real or the Resulting Issuer, or of an Associate or Affiliate of ADL, Real or the Resulting Issuer, received or to be received by an expert.

For the purposes hereof, "expert" means any person or company whose profession or business gives authority to a statement made by that person or company and who is named as having prepared or certified a part of this Filing Statement, or prepared or certified a report or valuation described or included in this Filing Statement.

Other Material Facts

There are no other material facts about ADL, Real, the Resulting Issuer or the Transaction that are not elsewhere disclosed herein and which are necessary in order for this Filing Statement to contain full, true and plain disclosure of all material facts relating to ADL, Real and the Resulting Issuer, assuming Completion of the Qualifying Transaction.

Board Approval

The contents and the filing of this Filing Statement have been approved by the board of directors of each of ADL and Real. Where information contained in this Filing Statement rests particularly within the knowledge of a person other than ADL, ADL has relied upon information furnished by such person.

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PART VI - RISK FACTORS

The current business of Real will be the business of the Resulting Issuer following Completion of the Qualifying Transaction. Accordingly, risk factors relating to Real's current business will be risk factors relating to the Resulting Issuer's business. Due to the nature of Real's business, the legal and economic climate in which it operates and its present stage of development and proposed operations, the Resulting Issuer will be subject to significant risks. The Resulting Issuer's future development and actual operating results may be very different from those expected as at the date of this Filing Statement. Readers should carefully consider all such risks, which include but are not limited to the following.

The following is a summary of certain risk factors relating to the Transaction and to the business of the Resulting Issuer and is qualified in its entirety by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in this Filing Statement.

Risks Related to the Qualifying Transaction

Regulatory Approval of the Qualifying Transaction may not be obtained.

The Completion of the Qualifying Transaction is subject to the satisfaction of a number of conditions, including final acceptance of the TSXV. There can be no assurance that all of the necessary regulatory approvals will be obtained. If the Qualifying Transaction, as contemplated by the Transaction Agreement is not completed for these reasons or for any others, Real and ADL will have incurred significant costs associated with the failed implementation of the Qualifying Transaction.

The Transaction Agreement may be terminated.

The Transaction Agreement specifies that the parties' obligation to effect the Qualifying Transaction is conditional upon the satisfaction of a number of conditions. If any of the conditions are not satisfied or waived, the Qualifying Transaction may not be completed. Each of ADL and Real have the right, in certain circumstances, to terminate the Transaction Agreement. Accordingly, there can be no certainty that the Transaction Agreement will not be terminated by either party prior to the Completion of the Qualifying Transaction.

The requirements of being a public company may strain the Resulting Issuer's resources, divert management's attention and affect its ability to attract and retain executive management and qualified board members.

As a reporting issuer, the Resulting Issuer will be subject to the reporting requirements of applicable securities legislation of the jurisdiction in which it is a reporting issuer, the listing requirements of the TSXV and other applicable securities rules and regulations. Compliance with those rules and regulations will increase the Resulting Issuer's legal and financial costs, make some activities more difficult, time consuming or costly and increase demand on its systems and resources.

Risk Related to the Resulting Issuer

Real's financial performance is closely connected to the strength of the residential real estate market, which is subject to a number of general business and macroeconomic conditions beyond Real's control.

Real's financial performance is closely tied to the strength of the US residential real estate market which is cyclical in nature and typically is affected by changes in national, state and local economic conditions which are beyond Real's control. Macroeconomic conditions that could adversely impact the growth of the real estate market and have a material adverse effect on our business include, but are not limited to, economic slowdown or recession, increased unemployment, increased energy costs, reductions in the availability of credit or higher interest rates, increased costs of obtaining mortgages, an increase in foreclosure activity, inflation, disruptions in capital markets, declines in the stock market, adverse tax policies or changes in other regulations, lower consumer confidence, lower wage and salary levels, war or terrorist attacks, natural disasters or adverse weather events, or the public perception that any of these events may occur. Unfavorable general economic conditions, such as a recession or economic slowdown, in the United States, Canada or other markets Real enters and operates within could negatively affect the affordability of, and consumer demand for, our services which could have a material adverse effect on our business and profitability. In addition, federal and state governments, agencies and government-sponsored entities could take actions that result in unforeseen consequences to the real estate market or that otherwise could negatively impact Real's business.

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The real estate market is substantially reliant on the monetary policies of the federal government and its agencies and is particularly affected by the policies of the Federal Reserve Board, which regulates the supply of money and credit in the US, which in turn impacts interest rates. Real's business could be negatively impacted by any rising interest rate environment. As mortgage rates rise, the number of home sale transactions may decrease as potential home sellers choose to stay with their lower mortgage rate rather than sell their home and pay a higher mortgage rate with the purchase of another home. Similarly, in higher interest rate environments, potential home buyers may choose to rent rather than pay higher mortgage rates. Changes in the interest rate environment and mortgage market are beyond Real's control, are difficult to predict and could have a material adverse effect on our business and profitability.

Real may be unable to maintain its agent growth rate, which would adversely affect its revenue growth and results of operations.

Real has experienced rapid and accelerating growth in our real estate broker and agent base. Because Real derives revenue from real estate transactions in which its brokers and agents receive commissions, increases in Real's agent and broker base correlate to increases in revenues, and the rate of growth of our revenue correlates to the rate of growth of Real's agent and broker base. The rate of growth of Real's agent and broker base cannot be predicted and is subject to many factors outside of Real's control, including actions taken by Real's competitors and macroeconomic factors affecting the real estate industry generally. There is no assurance that Real will be able to maintain its recent agent growth rate or that Real's agent and broker base will continue to expand in future periods. A slowdown in Real's agent growth rate would have a material adverse effect on revenue growth and could adversely affect Real's results of operations.

Real may be unable to effectively manage rapid growth in its business.

Real may not be able to scale its business quickly enough to meet the growing needs of its affiliated real estate professionals and if Real is not able to grow efficiently, its operating results could be harmed. As Real adds new real estate professionals, Real will need to devote additional financial and human resources to improving its internal systems, integrating with third-party systems, and maintaining infrastructure performance. In addition, Real will need to appropriately scale its internal business systems and our services organization, including support of our affiliated real estate professionals as its demographics expand over time. Any failure of or delay in these efforts could cause impaired system performance and reduced real estate professional satisfaction. These issues could reduce the attractiveness of Real to existing real estate professionals who might leave Real as well as resulting in decreased attraction of new real estate professionals. Even if Real is able to upgrade our systems and expand its staff, such expansion may be expensive, complex, and place increasing demands on its management. Real could also face inefficiencies or operational failures as a result of its efforts to scale its infrastructure and Real may not be successful in maintaining adequate financial and operating systems and controls as it expands. Moreover, there are inherent risks associated with upgrading, improving and expanding its information technology systems. Real cannot be sure that the expansion and improvements to our infrastructure and systems will be fully or effectively implemented on a timely basis, if at all. These efforts may reduce Real's revenue and margins and adversely impact its financial results.

Real faces significant risk to its brand and revenue if it fails to maintain compliance with the law and regulations of federal, state, county and foreign governmental authorities, or private associations and governing boards.

Real operates in the real estate industry which is a heavily regulated industry subject to complex, federal, state, provincial and local laws and regulations and third-party organizations' regulations, policies and bylaws.

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In general, the laws, rules and regulations that apply to Real's business practices include, without limitation, RESPA, the federal Fair Housing Act, the Dodd-Frank Act, and federal advertising and other laws, as well as comparable state statutes; rules of trade organizations such as NAR, local MLSs, and state and local AORs; licensing requirements and related obligations that could arise from our business practices relating to the provision of services other than real estate brokerage services; privacy regulations relating to our use of personal information collected from the registered users of our websites; laws relating to the use and publication of information through the Internet; and state real estate brokerage licensing requirements, as well as statutory due diligence, disclosure, record keeping and standard-of-care obligations relating to these licenses.

Additionally, the Dodd-Frank Act contains the Mortgage Reform and Anti-Predatory Lending Act ("Mortgage Act"), which imposes a number of additional requirements on lenders and servicers of residential mortgage loans, by amending certain existing provisions and adding new sections to RESPA and other federal laws. It also broadly prohibits unfair, deceptive or abusive acts or practices, and knowingly or recklessly providing substantial assistance to a covered person in violation of that prohibition. The penalties for noncompliance with these laws are also significantly increased by the Mortgage Act, which could lead to an increase in lawsuits against mortgage lenders and servicers.

Maintaining legal compliance is challenging and increases business costs due to resources required to continually monitor business practices for compliance with applicable laws, rules and regulations, and to monitor changes in the applicable laws themselves.

Real may not become aware of all the laws, rules and regulations that govern its business, or be able to comply with all of them, given the rate of regulatory changes, ambiguities in regulations, contradictions in regulations between jurisdictions, and the difficulties in achieving both company-wide and region-specific knowledge and compliance.

If Real fails, or is alleged to have failed, to comply with any existing or future applicable laws, rules and regulations, Real could be subject to lawsuits and administrative complaints and proceedings, as well as criminal proceedings. Non-compliance could result in significant defense costs, settlement costs, damages and penalties.

Real's business licenses could be suspended or revoked, business practices enjoined, or it could be required to modify its business practices, which could materially impair, or even prevent, Real's ability to conduct all or any portion of its business. Any such events could also damage Real's reputation and impair Real's ability to attract and service home buyers, home sellers and agents, as well its ability to attract brokerages, brokers, teams of agents and agents to Real, without increasing its costs.

Further, if Real loses its ability to obtain and maintain all of the regulatory approvals and licenses necessary to conduct business as we currently operate, Real's ability to conduct its business may be harmed. Lastly, any lobbying or related activities Real undertakes in response to mitigate liability of current or new regulations could substantially increase Real's operating expenses.

Real may suffer financial harm and loss of reputation if it does not or cannot comply with applicable laws, rules and regulations concerning the classification and compensation practices for the agents.

Except for employed state brokers, all real estate professionals in Real's brokerage operations have been retained as independent contractors, either directly or indirectly through third-party entities formed by these independent contractors for their business purposes. With respect to these independent contractors, like most brokerage firms, Real is subject to the Internal Revenue Service regulations and applicable state law guidelines regarding independent contractor classification. These regulations and guidelines are subject to judicial and agency interpretation, and it might be determined that the independent contractor classification is inapplicable to any of Real's affiliated real estate professionals. Further, if legal standards for classification of real estate professionals as independent contractors change or appear to be changing, it may be necessary to modify Real's compensation and benefits structure for its affiliated real estate professionals in some or all of its markets, including by paying additional compensation or reimbursing expenses.

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In the future, Real could incur substantial costs, penalties and damages, including back pay, unpaid benefits, taxes, expense reimbursement and attorneys' fees, in defending future challenges by its affiliated real estate professionals to our employment classification or compensation practices.

Unanticipated delays or problems associated with Real's products and improvements may cause customer dissatisfaction.

Real's future success is dependent on its ability to continue to develop and expand its products and technologies and to address the needs of its customers. There may be delays in releasing new Real products or technologies in the future - any material delays may cause customers to forego purchases of Real's products to purchase competitors' offerings instead.

Real may need to develop new products and services and rapid technological change could render its systems obsolete.

The industry in which Real operates is characterized by rapid technological change, frequent new product and service introductions and enhancements, uncertain product life cycles, changes in customer requirements, and evolving industry standards. The introduction of new products and new technologies, the emergence of new industry standards, or improvements to existing technologies could render Real's platform obsolete or relatively less competitive.

Real's commercial and financial success depends on market acceptance, and if not achieved will result in Real not being able to generate revenue to support its operations.

The commercial success of Real depends, among other things, on market acceptance. The success of Real's products and any new products and services that it may launch is dependent upon its ability to attract and retain a critical mass of merchants in potentially diverse geographic locations. Competitive pricing and market acceptance also depends on the future pricing and availability of competing products and the perceived comparative efficacy of its products. If Real cannot reach this market, or cannot offer competitive pricing packages, its operating results and revenues will be adversely affected.

If agents and brokers do not understand Real's value proposition Real may not be able to attract, retain and incentivize agents.

Participation in the Resulting Issuer's stock option plan and other incentive plans represents a key component of Real's agent and broker value proposition. Agents and brokers may not understand or appreciate the value of these incentive programs. In addition, agents may not appreciate other components of Real's value proposition including the technology platform, the mobility it affords, the systems and tools that it provide to agents and brokers, among other benefits. If agents and brokers do not understand the elements of Real's service offering, or do not perceive it to be more valuable than the models used by most competitors, Real may not be able to attract, retain and incentivize new and existing agents and brokers to grow its revenues.

Real's operating results are subject to seasonality and vary significantly among quarters during each calendar year, making meaningful comparisons of successive quarters difficult.

Seasons and weather traditionally impact the real estate industry in the jurisdictions where Real operates. Continuous poor weather or natural disasters negatively impact listings and sales. Spring and summer seasons historically reflect greater sales periods in comparison to fall and winter seasons. Real has historically experienced lower revenues during the fall and winter seasons, as well as during periods of unseasonable weather, which reduces Real's operating income, net income, operating margins and cash flow.

Real estate listings precede sales and a period of poor listings activity will negatively impact revenue. Past performance in similar seasons or during similar weather events can provide no assurance of future or current performance, and macroeconomic shifts in the markets Real serves can conceal the impact of poor weather or seasonality.

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Real may require additional capital to support its operations or the growth of its business, and it cannot be certain that this capital will be available on reasonable terms when required, or at all.

From time to time, Real may need additional financing to operate or grow its business. The ability to continue as a going concern may be dependent upon raising additional capital from time-to-time to fund operations. Real's ability to obtain additional financing, if and when required, will depend on investor and lender willingness, its operating performance, the condition of the capital markets and other facts, and Real cannot assure anyone that additional financing will be available to it on favorable terms when required, or at all. If Real raises additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of its current stock, and its existing stockholders may experience dilution. If Real is unable to obtain adequate financing or financing on terms satisfactory to it when it requires it, its ability to continue to support the operation or growth of its business could be significantly impaired and its operating results may be harmed.

Real's growth strategy may not achieve the anticipated results.

Real's future success will depend on its ability to grow its business, including through commercialization  of its products. Growth and innovation strategies require significant commitments of management resources and capital investments and Real may not grow its revenues at the rate it expects or at all. As a result, Real may not be able to recover the costs incurred in developing new projects and initiatives or to realize their intended or projected benefits, which could materially adversely affect its business, financial condition or results of operations.

Real faces substantial competition in the future and may not be able to keep pace with the rapid technological changes which may result from others discovering, developing or commercializing products before or more successfully than Real. The activities of competing companies, or others, may limit Real's revenues.

In general the development and commercialization of new SaaS products is highly competitive and is characterized by extensive research and development and rapid technological change. Market share can shift as a result of technological innovation and other business factors. Commercial opportunities for Real's products may be reduced if Real's competitors develop or market products or novel technologies that are more effective, are better tolerated, are more accepted by the market, have better distribution channels, or are less costly than that offered by Real. If those products gain market acceptance, Real's revenue and financial results could be adversely affected. If Real fails to develop new products or enhance existing products, its leadership in the current markets served could erode, and its business, financial condition and results of operations may be adversely affected.

While Real's products are unique and novel technologies, there are a number of indirect competitors in the market. Such competitors include large and small companies that may have significant access to capital resources, competitive product pipelines, substantial research and development staffs and facilities, and substantial experience in the market. Real recognizes the need to invest in research and development to continue to add high-value, differentiated capabilities to expand both the depth and breadth of Real's product offering. Management also recognizes the need to ensure customer satisfaction through all phases of the sales cycle and intends to invest in competitive intelligence and analysis as it relates to the dynamics of the market, as well as in trends in technology and in products as they are introduced into the market. However, Real may not be able to compete with competitors that are more established in the market.

Real depends on highly skilled personnel to grow and operate its business. If Real is not able to hire, retain, and motivate its key personnel, its business may be adversely affected.

Real's success depends in part upon a number of key employees, including members of senior management who have extensive experience in the industry. Competition for talented senior management is intense and Real's ability to successfully develop and maintain a competitive market position will depend in part on its ability to attract and retain highly qualified and experienced management. The loss of the services of key personnel could have a materially adverse effect on Real's business.

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Internal control over financial reporting may not prevent or detect misstatements, and projections of any evaluation of effectiveness to future periods may be subject to changes in conditions or deterioration in compliance with procedures.

Real has a limited administrative staff, meaning internal controls which rely on segregation of duties in many cases are not possible. The Resulting Issuer does not have the resources, size and scale to hire additional staff to address this potential weakness at this time. To help mitigate the impact of this, Real relies on the performance of compensating procedures and senior management's review and approval.

As a venture issuer, the Resulting Issuer will not be required to certify the design and evaluation of its disclosure controls and procedure ("DC&P") and internal controls over financial reporting ("ICFR"), and as such Real has not completed such an evaluation. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in National Instrument 52-109 Certification of Disclosure In Issuers' Annual and Interim Filings may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Israeli preferred technological plant status and related benefits could change.

In January 1, 2017 a new section was issued to the Israeli Investments Law relating to preferred technological income. The section is applicable to industrial companies, including Real that apply further preferred enterprise criteria. Accordingly, the Company is entitled to the benefit and therefore is subjected to a corporate tax rate of 12%. Investors should be aware that changes in the preferred enterprise criteria could result in Real being re- classified as a non-preferred technological plant, which would result in a higher percentage of corporate tax being applied to Real (23% for the years ended December 31, 2019 and 2018).

Statute of Limitations on Real's tax reports for the years ended December 31, 2019 and 2018.

The general statute of limitations on tax reports in Israel is four years, and therefore Real's tax reports for the years ended December 31, 2019 and 2018 can still be assessed by the Israeli Tax Authority, which could result in, among other things, determining that Real is not a preferred technological plant and by such is subject to a higher percentage of corporate tax (23% for the years ended December 31, 2019 and 2018).

If Real fails to develop widespread brand awareness cost-effectively, its business may suffer.

Real believes that developing and maintaining widespread awareness of its brand in a cost-effective manner is critical to achieving widespread acceptance of its products. Real's marketing efforts are directed at growing brand awareness. Brand promotion activities, although they have been successful in the past, may not generate customer awareness or increase revenues, and even if they do, any increase in revenues may not offset the expenses incurred in brand building. If Real fails to successfully promote and maintain its brand, or incur substantial expenses in doing so, Real may fail to attract or retain customers necessary to realize a sufficient return on its brand building efforts, or to achieve the widespread brand awareness that is critical for broad adoption of its products.

Possible failure to realize anticipated benefits of future acquisitions could impact Real's business.

Real may in the future complete acquisitions to strengthen its position in the point-of sale industry and to create the opportunity to realize certain benefits including, among other things, potential cost savings. Achieving the benefits of any future acquisitions depends, in part, on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as Real's ability to realize the anticipated growth opportunities and synergies from combining the acquired businesses and operations with its own. The integration of acquired businesses requires the dedication of substantial management effort, time and resources which may divert management's focus and resources from other strategic opportunities and from operational matters during this process. The integration process may result in the loss of key employees and the disruption of ongoing business, customer and employee relationships that may adversely affect Real's ability to achieve the anticipated benefits of these and future acquisitions.

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There is intense competition in the SaaS and real estate brokerage industry.

The SaaS industry is highly competitive and rapidly changing. Real may be significantly affected by new product introductions and geographic expansion by existing competition and expects that competition will intensify in the future. Specific factors upon which Real competes include, but are not limited to, functionality of its applications, ease of use, timing for implementation, quality of support and services, and price. Real's potential competitors include other companies selling SaaS services and technology in the search engine marketing and advertising space. Many of these potential competitors have significantly greater financial, technical, marketing and other resources than Real has. Many of them also have longer operating histories, greater name recognition and stronger relationships with merchants and consumers who use or might use a low-value-payment service. Real may not be able to compete successfully with these competitors.

There is inherent technology and development risk in Real's business and industry.

The Real approach utilizes technology principally architected and developed by the company. There can be no assurances that Real will meet its targeted development or integration timelines such that it will be able to offer solutions at competitive pricing, or that Real can continue to enhance and improve the responsiveness, functionality and features of its technology and enable the solutions to scale at a reasonable cost. In addition, there is a risk that third parties may have applied for or been granted patents for certain processes or technology which Real has already deployed or intends to deploy, in which case Real may incur additional costs or be prohibited from using or implementing certain product features or processes in one or more countries. Real solutions incorporate complex technology and software. Accordingly, they may contain errors, or "bugs", that could be detected at any point. Such errors could materially and adversely affect Real's reputation, resulting in claims and/or significant costs to Real, and/or cause consumers, merchants, licensees and other parties to abandon Real's solutions and impair Real's ability to market and sell solutions and services in the future. The costs incurred in correcting any errors and satisfying any such claims may be substantial and could adversely affect Real's operating margins. While Real plans to continually test its solutions for errors and work with customers and merchants through its maintenance support services to identify and correct bugs, errors may be found in the future.

Real maintains data on cloud storage servers, which could be the target of a security breach.

Real's business faces certain security risks. Real's products and services involve storage using cloud-based hosting service and also physical storage. Although data is stored in specialized security groups and are externally encrypted, storage hardware and networking infrastructure is provided by a third party, and security breaches and cyberattacks expose it to a risk of loss of this information, litigation and potential liability. If an actual or perceived breach of security and/or cyberattack occurs, the market perception of the effectiveness of Real's security measures could be harmed, Real could lose users and it may incur significant legal and financial exposure, including legal claims and regulatory fines and penalties. Computer viruses, break-ins, cyberattacks or other security problems could lead to misappropriation of proprietary information and interruptions, delays, or cessation in service to clients. Any failure to adequately address these risks could have an adverse effect on the business and reputation of the Resulting Issuer.

There could be interruptions or delays from cloud servers that could affect Real's products or services.

Real's products and services involve storage using a third-party cloud-based hosting service. Any damage to, or failure of, the hosting service's systems generally could result in interruptions in the use of Real's products or services. Such interruptions may reduce our revenue, cause customers to terminate their subscriptions and adversely our ability to attract new customers. Real's business will also be harmed if its customers and potential customers believe its products or services are unreliable.

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Risks Related to Worldwide Economic Conditions

Currency exchange rates fluctuations could adversely affect Real's operating results.

Real is exposed to the effects of fluctuations in currency exchange rates. Since Real conducts some of its business in currencies other than US dollars but reports its operating results in US dollars, it faces exposure to fluctuations in currency exchange rates. Consequently, exchange rate fluctuations between the US dollar and other currencies could have a material impact on Real's operating results.

Downturns in general economic and market conditions may reduce demand for Real's products and could negatively affect Real's revenue, operating results and cash flow.

Recent events in the financial markets have demonstrated that businesses and industries throughout the world are very tightly connected to each other. Thus, financial developments seemingly unrelated to Real or to Real's industry could materially adversely affect Real over the course of time. Volatility in the market could hurt Real's ability to raise capital. Potential price inflation caused by an excess of liquidity in countries where Real conducts business may increase the costs incurred to sell Real's products and may reduce Real's profit margins. As a result of downturns in general economic and market conditions, potential customers may not be interested in purchasing Real products. Any of these events, or other events caused by turmoil in world financial markets may have a material adverse effect on Real's business, operating results and financial conditions.

Real has operations in an emerging market, which carries potential risks to its business.

Emerging market investment generally poses a greater degree of risk than investment in more mature market economies because the economies in the developing world are more susceptible to destabilization resulting from domestic and international developments.

Real's head office operations are in Israel, which has a history of military instability. While there is no current instability, this is subject to change in the future and could adversely affect Real's business, financial condition and results of operations.

In particular, fluctuations in the Israeli economy and actions adopted by the government of Israel may have a significant impact on companies operating in Israel, including Real. Specifically, Real may be affected by inflation, foreign currency fluctuations, regulatory policies, business and tax regulations and in general, by the political, social and economic scenarios in Israel and in other countries that may affect Israel.

Catastrophic events and economic, political and market conditions may impact Real's business.

Real maintains servers at its facility in Oregon, US. Any of its existing and future facilities may be harmed or rendered inoperable by attack or security intrusion by a computer hacker, natural or man-made disasters, including earthquakes, tornadoes, hurricanes, wildfires, floods, nuclear disasters, war, acts of terrorism or other criminal activities, infectious disease outbreaks (including the COVID-19 coronavirus) and power outages, any of which may render it difficult or impossible for Real to operate its business for some period of time. If Real were to lose the data stored in its Oregon facility, it could take days or weeks to recover data from multiple sources, and such delay could result in significant negative impact on its business operations, and potential damage to its advertiser and advertising agency relationships. Any disruptions in Real's operations could negatively impact its business and results of operations, and harm its reputation. In addition, Real may not carry sufficient business interruption insurance to compensate for the losses that may occur. Any such losses or damages could have a material adverse effect on the Resulting Issuer's business, financial condition and results of operations.

Infectious disease outbreaks (including COVID-19, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, BSE, avian influenza, or other material outbreaks of disease) could result in restrictions adversely effecting Real's business operations. These restrictions could include prohibitions by REALTOR and MLS on home showings and open houses, limiting face-to-face meetings, and general transportation or isolation orders from government authorities. Such outbreaks may negatively impact the general economy and job markets. The economy and job markets directly affect demand for housing and therefore Real could suffer harm to its business, including, but not limited to, significant revenue decreases, should there be a sustained negative impact on economic conditions as a result of disease outbreak.

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Conditions in Israel may affect Real's business, results of operations and financial condition.

Real's head office operations are in Tel Aviv, Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries. As a result, Real is vulnerable to the political, economic, legal, regulatory and military conditions affecting Israel and the Middle East. Armed conflicts between Israel and its neighbouring countries and territories occur periodically and a protracted state of hostility has, in the past, resulted in security and economic difficulties for Israel. Any such hostilities or escalation thereof, armed conflicts or violence in the region could adversely affect Real's business, results of operations and financial condition. To date, such conflicts have not had a material effect on business, results of operations or financial condition. In addition, Real may be adversely affected by other events or factors affecting Israel such as the interruption or curtailment of trade between Israel and its trading partners, a significant downturn in the economic or financial condition of Israel, a significant downgrading of Israel's internal credit rating, labour disputes and political instability, including riots and uprisings.

Furthermore, there are a number of countries, primarily in the Middle East, as well as some Muslim countries, including Malaysia and Indonesia that restrict business with Israel or Israeli companies. There may also  be certain countries or businesses that may exert pressure on Real's partners, customers or others not to do business with Israel or Israeli companies. Restrictive laws or policies directed towards Israel or Israeli businesses could have a material adverse effect on Real's business, results of operations and financial condition.

Generally, under Israeli law, citizens and permanent residents of Israel are obligated to perform military reserve duty for extended periods of time through the age of 45 (or older for citizens with certain occupations) and are subject to being called to active duty at any time under emergency circumstances. In response to increased hostilities, there have been periods of significant call-ups of military reservists. It is possible that there will be additional call-ups in the future, which may include officers and key personnel of Real, which could disrupt business operations for a significant period of time.

Real must hold various approvals authorizing its activities in Israel. In order for Real to carry on business operations in Israel, it must: (i) be registered with the Registrar of Companies; (ii) be registered with the Israel Tax Authorities; and (iii) hold a business license which is issued by the local municipality in which the business operates. Furthermore, in order to carry on operations in accordance with the International Organization for Standardization ("ISO") standards, Real is also required to hold ISO certificates. Although Real believes that all such required registrations, certificates and licenses are in good standing as of the date of this Filing Statement, if renewals or new permits, business licenses, or approvals are required in connection with Real's activities and are not granted or are delayed, or if existing permits, business licenses or approvals are revoked or substantially modified, Real may suffer a material adverse effect. If new standards are applied to renewals or new applications, it could prove costly to Real to meet any new level of compliance.

Risks Related to Intellectual Property

Real's intellectual property rights are valuable, and any failure or inability to protect them could adversely affect its business.

Real's success depends substantially upon the intellectual property that forms the basis of its products, primarily consisting of unpatented proprietary technology, processes, trade secrets, and know-how, as well as inherent copyright of authorship in the source code developed by Real, and unregistered trademarks. To protect its intellectual property rights, Real relies upon trade secret, copyright, trademark, passing-off laws, and other statutory and common law protections in Israel, the United States, and international markets. Real also protects its intellectual property through the use of non-disclosure agreements and other contracts, disclosure and invention assignment agreements, confidentiality procedures, and technical measures. There can be no assurance that these measures will be successful in any given case, particularly in those countries where the laws do not afford Real protection for its intellectual property rights as robust as those available under Israeli, Canadian, and United States laws. Real may be unable to prevent the misappropriation, infringement or violation of its intellectual property rights, breaching any contractual obligations, or independently developing intellectual property that is similar to its own, any of which could reduce or eliminate Real's competitive advantages, adversely affect Real's revenues, or otherwise harm its business.

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Assertions by third parties of infringement or other violations of Real's intellectual property rights could result in significant costs and substantially harm Real's business and operating results.

Third parties may in the future assert claims of infringement, misappropriation or other violations of intellectual property rights against Real. Any such claim against Real, even those without merit could cause Real to incur substantial costs defending against the claim and could distract its management. An adverse outcome of a dispute may require Real to pay substantial damages, cease making, licensing or using solutions that are alleged to infringe or misappropriate the intellectual property of others, expend additional development resources to attempt to redesign its services or otherwise develop non-infringing technology, which may not be successful, or enter into potentially unfavourable royalty or license agreements in order to obtain the right to use technologies or intellectual property rights.

Intellectual property claims are expensive and time consuming to defend and if resolved adversely, could have a significant impact on Real's business, financial condition, and operating results.

Real is actively engaged in enforcement and other activities to protect its intellectual property rights. If it became necessary to resort to litigation to protect these rights, any proceedings could be burdensome, costly and divert the attention of management, and Real may not prevail. Any repeal or weakening of intellectual property laws or diminishment of procedures available for the enforcement of intellectual property rights in Israel, Canada, the United States, or internationally could make it more difficult for Real to adequately protect its intellectual property rights, negatively impacting their value and increasing the cost of enforcing its rights.

If Real is unable to protect the confidentiality of its proprietary information and know-how, the value of its technology and products could be adversely affected.

Real relies upon unpatented proprietary technology, processes, trade secrets and know-how. Any disclosure to or misappropriation by third-parties of its confidential or proprietary information could enable Real's competitors to duplicate or surpass Real's technological achievements, potentially eroding its competitive position in the market, and negatively impacting Real's business and operating results.

Real protects its confidential and proprietary information in part through non-disclosure agreements and other contracts, disclosure and invention assignment agreements, with all employees, consultants, advisors and any third-parties, who have access to its confidential and proprietary information, and employs confidentiality procedures and technical measures, there can be no certainty that these measures or procedures will be sufficient to prevent improper disclosure of such confidential and proprietary information, or to prevent it from falling into the hands of Real's competitors and other third parties. There can be no certainty that parties to contracts used by Real to protect its confidential and proprietary information will not be terminated or breached, and Real may not have adequate remedies for any such termination or breach. Legal remedies may be insufficient or ineffective to meaningfully protect Real's confidential and proprietary information or compensate Real for losses that may occur in the event of unauthorized use or disclosure.

Adverse litigation judgments or settlements resulting from legal proceedings in the normal course of business could reduce Real's profits or limit its ability to operate.

Real is subject to allegations, claims and legal actions arising in the ordinary course of its business, which may include claims by third parties, including employees or regulators. The outcome of many of these proceedings cannot be predicted. If any of these proceedings were to be determined adversely to us, a judgment, a fine or a settlement involving a payment of a material sum of money were to occur, or injunctive relief were issued against Real, its business, financial condition and results of operations could be materially adversely affected.

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Risk Related to the Resulting Issuer's Shares

There has been no prior public market for the Resulting Issuer Shares, and an active trading market may not develop.

Prior to the Qualifying Transaction, there has been no active public market for the Resulting Issuer's shares. An active trading market may not develop following Completion of the Qualifying Transaction or, if developed, may not be sustained. The lack of an active market may impair an investor's ability to sell its shares at the time he or she wishes to sell them or at a price that he or she considers reasonable. The lack of an active market may also reduce the fair market value of the Resulting Issuer's Shares. An inactive market may also impair an investor's ability to raise capital by selling its Resulting Issuer Shares and may impair the Resulting Issuer's ability to acquire other companies by using its Resulting Issuer Shares as consideration.

Takeover of the Resulting Issuer

While ADL has not formally adopted a shareholder rights plan, the Resulting Issuer may introduce such a plan at any time, including in the event a takeover bid is made for the Resulting Issuer. The provisions of such a plan could make it more difficult for a third party to acquire a majority of the Common Shares, the effect of which may be to deprive shareholders of a control premium that might otherwise be realized in connection with an acquisition of the Resulting Issuer. Conversely, in the event a shareholder rights plan is not adopted, the Resulting Issuer may be acquired by a third party for a lower price per Common Share than if a shareholder rights plan been in place, as such a plan could allow the Resulting Issuer more time to interest other or competing buyers and thereby realize a higher price per Common Share.

It may be difficult to enforce civil liabilities under Canadian securities laws.

The majority of the directors and officers of the Resulting Issuer and the promoter of the Resulting Issuer will be based in Israel, and most of the Resulting Issuer's assets, and assets of the directors, officers, and the promoter of the Resulting Issuer will be located outside of Canada. Therefore, a judgment obtained against the Resulting Issuer, or any of these persons, including a judgment based on the civil liability provisions of the Canadian securities laws, may not be collectible in Canada and may not be enforced by an Israeli court. It also may be difficult to effect service of process on these persons in Canada or to assert Canadian securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of Canadian securities laws reasoning that Israel is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not Canadian law is applicable to the claim. If the Canadian law is found to be applicable, the content of applicable Canadian law must be proven as a fact by expert witnesses, which can be a time consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the matters described above. As a result of the difficulty associated with enforcing a judgment against the Resulting Issuer or the Resulting Issuer in Israel, it may be difficult to collect any damages awarded by either a Canadian or a foreign court.

Significant sales of Resulting Issuer Shares after the expiry of lock-up or escrow restrictions could adversely affect the market price of the Resulting Issuer Shares.

Although Common Shares held by existing shareholders and Resulting Issuer Shares issued in connection with the Completion of the Qualifying Transaction will be freely tradable, the Resulting Issuer Shares held by certain directors, executive officers and Control Persons of the Resulting Issuer will be subject to escrow pursuant to the policies of the Exchange. Sales of a substantial number of the Resulting Issuer Shares in the public market after the expiry of lock-up or escrow restrictions, or the perception that these sales could occur, could adversely affect the market price of the Resulting Issuer Shares, and may make it more difficult for investors to sell Resulting Issuer at a favourable time and price.

The Resulting Issuer will not have any control over the research and reports that securities or industry analysts publish about the Resulting Issuer or its business.

The trading market for the Resulting Issuer Shares will, to some extent, depend on the research and reports that securities or industry analysts publish about the Resulting Issuer or its business. The Resulting Issuer will not have any control over these analysts. If one or more of the analysts who covers the Resulting Issuer should downgrade the Resulting Issuer Shares or change their opinion of the Resulting Issuer's business prospects, the Resulting Issuer's share price would likely decline. If one or more of these analysts ceases coverage of the Resulting Issuer or fails to regularly publish reports on the Resulting Issuer, the Resulting Issuer could lose visibility in the financial markets, which could cause the Resulting Issuer's share price or trading volume to decline.

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The foregoing document constitutes full, true and plain disclosure of all material facts relating to the securities of ADL Ventures Inc. ("ADL"), assuming Completion of the Qualifying Transaction.

DATED May 26, 2020.

(signed) “Laurence Rose”		(signed) “Philip Porat”
Laurence Rose		Philip Porat
Chief Executive Officer		Chief Financial Officer
On behalf of the Board of Directors
(signed) “Alan Simpson”		(signed) “Daniel Goodman”
Alan Simpson		Daniel Goodman
Director		Director

 

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CERTIFICATE OF REAL TECHNOLOGY BROKER LTD.

The foregoing, as it relates to Real Technology Broker Ltd. ("Real"), constitutes full, true and plain disclosure of all material facts relating to the securities of Real.

DATED May 26, 2020.

(signed) "Tamir Poleg"		(signed) "Gus Patel"
Tamir Poleg		Gus Patel
Title: Chief Executive Officer		Title: Chief Financial Officer
On behalf of the Board of Directors
(signed) "Tamir Poleg"		(signed) "Guy Gamzu"
Tamir Poleg		Guy Gamzu
Title: Director		Title: Director

 

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APPENDIX “A” – FINANCIAL STATEMENTS OF ADL

 

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ADL VENTURES INC.

Financial Statements

For the year ended December 31, 2019 and the 307-day period ended December 31, 2018

(Expressed in Canadian Dollars)

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INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF ADL VENTURES INC.

Opinion

We have audited the financial statements of ADL Ventures Inc. (the "Company"), which comprise:

• the statements of financial position as at December 31, 2019 and 2018;
• the statements of comprehensive loss for the year ended December 31, 2019 and the 307-day period ended December 31, 2018;
• the statements of changes in shareholders' equity for the year ended December 31, 2019 and the 307- day period ended December 31, 2018;
• the statements of cash flows for the year ended December 31, 2019 and the 307-day period ended December 31, 2018; and
• the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2019 and 2018, and its financial performance and its cash flows for the year ended December 31, 2019 and the 307-day period ended December 31, 2018 in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which indicates that the Company incurred a net loss of $74,133 during the year ended December 31, 2019 and, as of that date, the Company has a deficit of $221,599. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises of Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audits of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, and remain alert for indications that the other information appears to be materially misstated.

We obtained the Management's Discussion and Analysis prior to the date of this auditors' report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditors' report. We have nothing to report in this regard.

 

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Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control
  
  
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
  
  
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  
  
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  
  
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  
  

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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditors' report is Michelle Chi Wai So.

Chartered Professional Accountants

Vancouver, British Columbia
February 18, 2020

 

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ADL VENTURES INC. Statements of Financial Position (Expressed in Canadian Dollars)

 

As at December 31		2019			2018
Assets
Current
Cash and cash equivalents	$	460,592		$	488,398
Liabilities and Shareholders' Equity
Liabilities
Current
Accounts payable	$	65,565		$	13,543
Accrued liabilities		-			5,695
		65,565			19,238
Shareholders' Equity
Share capital (note 4)		519,973			519,973
Reserves		96,653			96,653
Deficit		(221,599	)		(147,466	)
		395,027			469,160
Total Liabilities and Shareholders' Equity	$	460,592		$	488,398

Approved on behalf of the Board on February 18, 2020 by:

Laurence Rose (signed)
Laurence Rose, Director

Alan Simpson (signed)

Alan Simpson, Director

 

The accompanying notes are an integral part of these financial statements.

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		Year Ended, December 31,			307-Day Period Ended December 31,
		2019			2018
Operating Expenses
Regulatory and filing fees	$	13,019		$	29,881
Professional fees (note 1)		69,951			36,694
General and administrative		304			107
Share-based compensation (note 4)		-			80,784
	$	(83,274	)	$	(147,466	)
Other Item
Interest income		9,141			-
Net Loss and Comprehensive Loss	$	(74,133	)	$	(147,466	)
Basic and diluted loss per share	$	(0.01	)	$	(0.02	)
Weighted average number of shares outstanding		9,100,000			7,930,619

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		Number of Outstanding Shares			Share Capital			Deficit			Reserves			Total Shareholders' Equity
Balance, February 27, 2018 (incorporation)		1		$	-		$	-		$	-		$	-
Common share cancelled		(1)			-			-			-			-
Shares issued for cash		9,100,000			605,000			-			-			605,000
Share issuance costs		-			(85,027	)		-			15,869			(69,158	)
Share-based compensation		-			-			-			80,784			80,784
Net loss for the period		-			-			(147,466	)		-			(147,466	)
Balance, December 31, 2018		9,100,000		$	519,973		$	(147,466	)	$	96,653		$	469,160
Net loss for the year		-			-			(74,133	)		-			(74,133	)
Balance, December 31, 2019		9,100,000		$	519,973		$	(221,599	)	$	96,653		$	395,027

The accompanying notes are an integral part of these financial statements.

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		Year Ended December 31,			307-Day Period Ended December 31,
		2019			2018
Cash Provided by (Used in)
Operating Activities
Net loss	$	(74,133	)	$	(147,466	)
Item not affecting cash:
Share-based compensation		-			80,784
Changes to non-cash working capital
Accounts payable and accrued liabilities		46,327			19,238
Net cash used in operating activities		(27,806	)		(47,444	)
Financing Activities
Proceeds from the issuance of common shares		-			605,000
Share issuance costs		-			(69,158	)
Net cash provided by financing activities		-			535,842
Increase (decrease) in cash		(27,806	)		488,398
Cash balance, beginning of period		488,398			-
Cash balance, end of period	$	460,592		$	488,398
Supplemental disclosure of non-cash transactions
Agent options included in share issuance costs	$	-		$	15,869
Amounts paid for interest	$	-		$	-
Amounts paid for taxes	$	-		$	-
Cash and cash equivalents consist of:
Cash	$	1,451		$	488,398
Guaranteed investment certificate		459,141			-
	$	460,592		$	488,398

There were no cash investing activities during the year ended December 31, 2019 and the 307-day period ended December 31, 2018.

The accompanying notes are an integral part of these financial statements.

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1. Nature of Operations and Going Concern

ADL Ventures Inc. (the "Company") was incorporated under the Business Corporations Act (British Columbia) on February 27, 2018 and is a capital pool company ("CPC"), as defined in TSX Venture Exchange ("TSX-V") Policy 2.4 ("Policy 2.4"). The Company's objective is to identify and evaluate companies, businesses, properties, or assets for acquisition and once identified and evaluated, to negotiate an acquisition or participation subject to receipt of shareholder and regulatory approval (the "Qualifying Transaction").

The Company's registered office address is Suite 1700 - 666 Burrard Street, Vancouver, British Columbia V6C 2X8 and its principal place of business is Suite 901 - 175 Bloor Street East, North Tower, Toronto, Ontario, M4W 3R8.

These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at December 31, 2019, the Company has a deficit of $221,599 (2018 - $147,466). For the year ended December 31, 2019, the Company incurred a net loss of $74,133 (307-day period ended December 31, 2018 - $147,466). There are material uncertainties that may cast significant doubt about the appropriateness of the going concern assumption as the Company has not generated any revenues. The Company's continuing operations as intended are dependent upon the Company's ability to complete a Qualifying Transaction within 24 months of being listed on the TSX-V. Such an acquisition will be subject to shareholder and regulatory approval. In the case of a non- arm's length transaction (as defined in Policy 2.4) a majority of the minority shareholder approval must also be obtained. Should the Company fail to complete a Qualifying Transaction, its ability to raise sufficient financing to maintain operations may be impaired, and accordingly, the Company may be unable to realize the carrying value of its net assets. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

On August 13, 2019, the Company announced that it entered into a binding letter of intent with Real Technology Broker Ltd. ("Real") a private company incorporated under the laws of Israel, whereby the Company will acquire all of the issued and outstanding securities of Real by way of a share exchange, arrangement, amalgamation or similar transaction to ultimately form the resulting issuer who will continue on the business of Real. The Company intends that the transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the TSX-V. During the year ended December 31, 2019, the Company incurred $34,746 (307-day period ended December 31, 2018 - $nil) in legal fees relating to the proposed Qualifying Transaction.

2. Basis of Presentation

(a) Statement of compliance

These financial statements are prepared in accordance with International Financial Reporting Standards

("IFRS") as issued by the International Accounting Standards Board ("IASB").

The financial statements of the Company for the year ended December 31, 2019 were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on February 18, 2020.

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2. Basis of Presentation (Continued)

(b) Basis of presentation

These financial statements have been prepared on a historical cost basis, except for certain financial instruments classified as financial instruments at fair value through profit or loss, which are stated at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information. These financial statements are presented in Canadian dollars, which is the Company's functional currency.

3. Significant Accounting Policies

(a) Financial instruments

(i) Financial assets

Initial recognition and measurement

On initial recognition, a financial asset is classified as measured at amortized cost or fair value through profit or loss. A financial asset is measured initially at fair value less, for an item not at fair value through profit or loss, transaction costs that are directly attributable to its acquisition or issue. A financial asset is measured at amortized cost if it meets the conditions that:

i) the asset is held within a business model whose objective is to hold assets to collect contractual cash flows;

ii) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding; and

iii) is not designated as fair value through profit or loss.

Subsequent measurement

The subsequent measurement of financial assets depends on their classification as follows:

Financial assets at fair value through profit or loss

Financial assets measured at fair value through profit or loss are carried in the statement of financial position at fair value with changes in fair value therein, recognized in profit or loss. The Company classifies cash and cash equivalents as fair value through profit or loss.

Financial assets measured at amortized cost

A financial asset is subsequently measured at amortized cost, using the effective interest method and net of any impairment allowance.

There are no financial assets classified as measured at amortized cost.

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3. Significant Accounting Policies (Continued)

(a) Financial instruments (Continued)

(ii) Derecognition

A financial asset or, where applicable, a part of a financial asset or part of a group of similar financial assets is derecognized when:

• the contractual rights to receive cash flows from the asset have expired; or
• the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset; or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

(iii) Financial liabilities

Financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. A financial liability is derecognized when it is extinguished, discharged, cancelled or when it expires. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities subsequently measured at amortized cost. All interest- related charges are reported in profit or loss within interest expense, if applicable. The Company's financial liabilities included accounts payable and accrued liabilities.

(iv) Fair value hierarchy

Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The levels of the fair value hierarchy are defined as follows:

• Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
• Level 3 - Inputs for assets or liabilities that are not based on observable market data.

The carrying value of cash and cash equivalents and accounts payable and accrued liabilities approximates their fair value due to the short-term maturity of these instruments.

(b) Cash and cash equivalents

Cash and cash equivalents consist of cash and guaranteed investments certificates that are readily convertible to known amounts of cash with original maturities of 12 months or less.

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3. Significant Accounting Policies (Continued)

(c) Common shares

Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's common shares are classified as equity instruments. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

(d) Earnings (loss) per share

The Company presents basic and diluted earnings (loss) per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is antidilutive.

Shares held in escrow, other than where their release is subject to the passage of time, are not included in the calculation of the weighted average number of common shares outstanding.

(e) Income taxes

Tax provisions are recognized when it is considered probable that there will be a future outflow of funds to a taxing authority. In such cases, a provision is made for the amount that is expected to be settled, where this can be reasonably estimated. This requires the application of judgment as to the ultimate outcome, which can change over time depending on facts and circumstances. A change in estimate of the likelihood of a future outflow and/or in the expected amount to be settled would be recognized in income in the period in which the change occurs.

Deferred tax assets or liabilities, arising from temporary differences between the tax and accounting values of assets and liabilities, are recorded based on tax rates expected to be enacted when these differences are reversed. Deferred tax assets are recognized only to the extent it is considered probable that those assets will be recovered. This involves an assessment of when those deferred tax assets are likely to be realized, and a judgment as to whether there will be sufficient taxable profits available to offset the tax assets when they do reverse. This requires assumptions regarding future profitability and is therefore inherently uncertain. To the extent assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognized in respect of deferred tax assets, as well as in the amounts recognized in income in the period in which the change occurs.

Tax provisions are based on enacted or substantively enacted laws. Changes in those laws could affect amounts recognized in income both in the period of change, which would include any impact on cumulative provisions, and in future periods.

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3. Significant Accounting Policies (Continued)

(f) Share-based compensation

The Company records all share-based compensation at fair value. Where equity instruments are granted to employees, they are recorded at the fair value of the equity instrument granted at the grant date. The grant date fair value is recognized through profit or loss over the vesting period, described as the period during which all the vesting conditions are to be satisfied.

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received. When the value of goods or services received in exchange for the share-based compensation cannot be reliably estimated, the fair value is measured by use of a valuation model.

Options and warrants issued as consideration in connection with common share placements are recorded at their fair value on the date of issuance as share issuance costs. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of stock options expected to vest. On the exercise of stock options, agent options and warrants, share capital is recorded for the consideration received and for the fair value amounts previously recorded to share-based compensation reserve. The Company uses the Black-Scholes option pricing model to estimate the fair value of share- based compensation.

(g) Use of estimates and judgments

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may vary from these estimates.

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future years affected.

Critical accounting estimates

Critical accounting estimates are estimates and assumptions made by management that may result in material adjustments to the carrying amounts of assets and liabilities within the next financial year. Critical accounting estimates include, but are not limited to, the following:

Income tax

The measurement of income taxes payable and deferred income tax assets and liabilities requires management to make estimates in the interpretation and application of the relevant tax laws. The actual amount of income taxes only becomes final upon filing and acceptance of the tax return by the relevant tax authorities, which occurs subsequent to the issuance of the financial statements.

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3. Significant Accounting Policies (Continued)

(g) Use of estimates and judgments (continued) Share-based compensation

The fair value of stock options granted and compensatory warrants is measured using the  Black-Scholes

option pricing model. Measurement inputs include share price on measurement date, exercise price of the option, expected volatility, expected life of the options, expected dividends and the risk-free rate. The Company estimates volatility based on historical share price of comparable companies, excluding specific time frames in which volatility was affected by specific transactions that are not considered to be indicative of the entities' expected share price volatility. The expected life of the options is based on historical experience and general option holder behavior. Dividends were not taken into consideration as the Company does not expect to pay dividends. Management also makes an estimate of the number of options that will forfeit and the rate is adjusted to reflect the actual number of options that actually vest.

Critical accounting judgments

Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments. Critical accounting judgments include, but are not limited to, the following:

Going concern

The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties exist related to events or conditions that may cast significant doubt upon the Company's ability to continue as a going concern.

Changes in accounting policies - Leases

The Company adopted the requirements of IFRS 16 effective January 1, 2019. This new standard replaces IAS 17 Leases and the related interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset being leased. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to the current accounting for finance leases, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting will be substantially changed. As at January 1, 2019, the Company held no leases and therefore no adjustment was required.

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4. Share Capital

(a) Authorized - Unlimited number of common shares without par value.

(b) Issued and outstanding

The Company issued 6,100,000 founders' common shares which are held in escrow following the Company's initial public offering. The escrowed shares were issued for $0.05 per share to officers and directors of the Company for total proceeds of $305,000. These shares will be released pro rata to the shareholders as to 10% upon issuance of the Final Exchange Bulletin in accordance with Policy 2.4, with the remainder being released in six equal tranches of 15% every six months thereafter for a period of 36 months.

On June 25, 2018, the Company successfully completed its initial public offering of 3,000,000 common shares at a price of $0.10 resulting in gross proceeds of $300,000 and received Final Exchange Bulletin. The Company incurred $85,027 of share issuance costs, including agent options valued at  $15,869  (note 4c). Pursuant to the polices of the TSX-V, the proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than the lesser of 30% of the gross proceeds from the issuance of shares or $210,000 may be used to cover prescribed costs of issuing the common shares or administrative and general expenses of the Company. These restrictions apply until completion of the Qualifying Transaction by the Company as defined under the policies of the TSX-V. Upon completion of the Offering, the Company had 9,100,000 common shares issued and outstanding, which common shares commenced trading on the TSX-V under the symbol "AVI.P".

No shares were issued during the year ended December 31, 2019.

(c) Agents' options

The following table summarizes the Company's agent options activity:

Pursuant to an Agency Agreement between the Company and PI Financial Corp. (the "Agent"), the Agent was granted non-transferable agent options to purchase up to 300,000 common shares at a price of $0.10 per common share, exercisable for a period of 24 months from June 25, 2018. As at December 31, 2019, the weighted average remaining life of the outstanding agent options is 0.48 years (2018 - 1.48 years).

The weighted average fair value of the agent options was estimated at approximately $0.05 per option at the grant date using the Black-Scholes Pricing Model using the following assumptions: no expected dividends to be paid; volatility of 100% based on industry standard for comparable companies without a historical volatility; risk-free interest rate of 1.77%; and expected life of 2 years.

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4. Share Capital (Continued)

(d) Stock options

The Incentive Stock Option Plan provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with TSX-V requirements, grant to directors, officers and technical consultants to the Company, non-transferable options to purchase common shares, exercisable for a period of up to ten years from the date of grant, provided that, until the completion of the Qualifying Transaction the number of common shares reserved for issuance shall not exceed 900,000. Options granted to any optionee that does not continue as a director, officer, technical consultant or employee of the Company may be exercised the greater of 12 months after the completion of the Qualifying Transaction and 90 days following the cessation of the optionee's position with the Company, provided that if the cessation of office, directorship or technical consulting arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option.

Pursuant to Policy 2.4 of the TSX-V, prior to the completion of the Qualifying Transaction, certain additional restrictions respecting the grant of stock options apply to the Company:

• The total number of common shares reserved under option for issuance may not exceed 10% of the common shares outstanding as at the closing of the Initial Public Offering ("IPO"). The number of common shares reserved under option for issuance to any individual director or officer may not exceed 5% of the common shares outstanding after closing of the IPO.
• Other than directors and officers, options may only be issued to technical consultants required to assist the Company in reviewing potential Qualifying Transactions. The number of common shares reserved under option for issuance to all technical consultants may not exceed 2% of the common shares to be outstanding after closing of the IPO.
• Options may not be issued to any persons providing investor relations, promotion or market making services.

The following is a summary of changes in stock options from February 27, 2018 (incorporation) to December 31, 2019:

On June 25, 2018, the Company granted 900,000 stock options with an exercise price of $0.10 per share and expiry date of June 25, 2028. These stock options were vested immediately. As at December 31, 2019, the weighted average remaining life of the outstanding agent options is 8.49 years (2018 - 9.49 years).

The weighted average fair value of the options was estimated at approximately $0.09 per option at the grant date using the Black-Scholes Pricing Model using the following assumptions: no expected dividends to be paid; volatility of 100% based on industry standard for comparable companies without a historical volatility; risk- free interest rate of 2.09%; and expected life of 10 years.

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4. Share Capital (Continued)

Total share-based compensation recorded during the year ended December 31, 2019 was $nil (307-day period ended December 31, 2018 - $80,784).

5. Financial Instruments

Fair value

As at December 31, 2019, the Company's financial instruments consist of cash and cash equivalents and accounts payable and accrued liabilities. The fair values of these financial instruments approximate their carrying values because of their current nature.

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. IFRS 13 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities.

Level 2 - Inputs that are observable, either directly or indirectly, but do not qualify as Level 1 inputs (i.e. quoted prices for similar assets or liabilities).

Level 3 - Prices or valuation techniques that are not based on observable market data and require inputs that are both significant to the fair value measurement and unobservable.

The Company is exposed to varying degrees to a variety of financial instrument related risks:

(a) Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Credit risk for the Company is associated with its cash and cash equivalents. The Company is not exposed to significant credit risk as its cash and cash equivalents is placed with a major Canadian financial institution.

(b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. At December 31, 2019, the Company has sufficient funds to meet its obligations of $65,565 (2018 - $19,238). The Company's accounts payable have contractual maturities of less than 30 days and are subject to normal trade terms.

(c) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and other price risk. The Company is not exposed to significant market risk.

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6. Capital Management

The Company is actively looking to acquire an interest in a business or assets and this involves a high degree of risk. The Company has not determined whether it will be successful in its endeavours and does not generate cash flows from operations. The Company's primary source of funds comes from the issuance of common shares. The Company does not use other sources of financing that require fixed payments of interest and principal due to lack of cash flow from current operations and is not subject to any externally imposed capital requirements.

The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern.

The Company defines its capital as shareholders' equity. Capital requirements are driven by the Company's general operations. To effectively manage the Company's capital requirements, the Company monitors expenses and overhead to ensure costs and commitments are being paid.

7. Related Party Transactions

Related parties include the Board of Directors, close family members and enterprises which are controlled by these individuals as well as persons performing similar functions.

During the year ended December 31, 2019, share-based compensation for stock options of $nil (307-day period ended December 31, 2018 - $80,784) was granted to officers and directors of the Company. There was no other remuneration paid to key management personnel during the period.

8. Income Taxes

The following table reconciles the amount of income tax expense on application of the combined statutory Canadian federal and provincial income tax rates:

The Company recognizes tax benefits on losses or other deductible amounts generated where it is probable the Company will generate future taxable income to be able to utilize those tax assets. The Company's unused tax losses for which no deferred tax asset is recognized is approximately $209,000.

The Company has non-capital losses for Canadian tax purposes of approximately $168,000 available for carry- forward to reduce future years' taxable income and will expire in 2038 and 2039. The Company also has deductible share issuance costs of approximately $41,000.

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APPENDIX "B" - MANAGEMENT'S DISCUSSION AND ANALYSIS OF ADL

 

 

 B - 1

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ADL VENTURES INC.

MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2019

This management discussion and analysis ("MD&A") of ADL Ventures Inc. ("ADL", the "Company", "we", "our") is for the year ended December 31, 2019 and is prepared by management using information available as of February 18, 2020. We have prepared this MD&A with reference to National Instrument 51-102 - Continuous Disclosure Obligations of the Canadian Securities Administrators. This MD&A should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2019, and the related notes thereto. The Company's financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). This MD&A complements and supplements, but does not form part of, the Company's financial statements. All amounts are expressed in Canadian dollars unless otherwise indicated.

Forward-Looking Statements

Certain statements contained in this MD&A may constitute forward-looking statements. These statements relate to future events or the Company's future performance. All statements, other than statements of historical fact, may be forward-looking statements and are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "propose", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward- looking statements. The Company believes that the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon by investors as actual results may vary. These statements speak only as of the date of this MD&A and are expressly qualified, in their entirety, by this cautionary statement. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of various risk factors.

The Company

ADL Ventures Inc. was incorporated under the Business Corporations Act (British Columbia) on February 27, 2018 and is a capital pool company ("CPC"), as defined in TSX Venture Exchange ("TSX-V") Policy 2.4 ("Policy 2.4"). The Company proposes to identify and evaluate companies, businesses, properties, or assets for acquisition and once identified and evaluated, to negotiate an acquisition or participation subject to receipt of shareholder and regulatory approval (the "Qualifying Transaction").

The Company's registered office address is Suite 1700 - 666 Burrard Street, Vancouver, British Columbia V6C 2X8 and its principal place of business is Suite 901 - 175 Bloor Street East, North Tower, Toronto, Ontario, M4W 3R8.

On June 25, 2018, the Company successfully completed its initial public offering ("IPO") of 3,000,000 common shares at a price of $0.10 resulting in gross proceeds of $300,000. Pursuant to the polices of the TSX-V, the proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than the lesser of 30% of the gross proceeds from the issuance of shares, or $210,000, may be used to cover prescribed costs of issuing the common shares or administrative and general expenses of the Company. These restrictions apply until completion of the Qualifying Transaction by the Company as defined under the policies of the TSX-V. Upon completion of the Offering, the Company had 9,100,000 common shares issued and outstanding.

The Company's common shares commenced trading on the TSX-V under the symbol "AVI.P" on July 6, 2018.

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Significant Event

On August 13, 2019, the Company announced that it entered into a binding letter of intent with Real Technology Broker Ltd. ("Real") a private company incorporated under the laws of Israel, whereby ADL will acquire all of the issued and outstanding securities of Real by way of a share exchange, arrangement, amalgamation or similar transaction to ultimately form the resulting issuer who will continue on the business of Real. ADL intends that the transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the TSX-V.

Real is a technology driven national real estate brokerage platform primarily operating in the United States through a network of approximately 1,100 agents. Real has a unique operational model providing teams and agents' freedom, flexibility, success tools, long term security and a sense of community to build their reputations and professional assets with the help of a leading-edge digital platform built from the ground up for their success.

Results of Operations

At December 31, 2019, the Company had no continuing source of operating revenues and related expenditures.

Results for year ended December 31, 2019

For the year ended December 31, 2019, the Company recorded a net loss of $74,133 (307-day period ended December 31, 2018 - $147,466). The decrease in the net loss of $73,333 is mainly due to the following changes:

• Share-based compensation decreased from $80,784 in the comparative period to $nil in the year ended December 31, 2019 due to the 900,000 stock options being granted and vested in the prior year.
• Professional fees increased by $33,257 from the prior year to $69,951 in the year ended December 31, 2019 due to activity related to the binding letter of intent with Real.
• Regulatory and filing fees decreased by $16,862 from the prior year to $13,019 in the year ended December 31, 2019 due to costs related to SEDAR and the TSX-V in the prior year as a result of the Company completing its prospectus and IPO.

Results for three months ended December 31, 2019

For the three months ended December 31, 2019, the Company recorded a net loss of $9,307 (2018 - $21,995). The decrease in the net loss of $12,688 is mainly due to the following changes:

• Regulatory and filing fees decreased by $18,353 from the comparative period to $nil in the three months ended December 31, 2019 due costs related to registering the Company on SEDAR and the Toronto Stock Exchange in the prior year. There were no comparable expenses in the three months ended December 31, 2019.
• Professional fees increased by $7,946 from the comparative period to $11,556 in the three months ended December 31, 2019 due to activity related to the binding letter of intent with Real.

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Annual Financial Information

The following table sets forth selected financial information for the year ended December 31, 2019 ("Fiscal 2019") and the 307-day period ended December 31, 2018 ("Fiscal 2018"). The selected financial information set out below has been derived from the audited annual financial statements and accompanying notes, in each case prepared in accordance with IFRS. The selected financial information set out below may not be indicative of the Company's future performance. The following discussion should be read in conjunction with the financial statements.

			Fiscal 2019			Fiscal 2018
Total revenue		$	-		$	-
Net loss for the fiscal year			(74,133	)		(147,466	)
Loss per share, basic and fully diluted			(0.01	)		(0.02	)
Total assets			460,592			488,398
Total non-current financial liabilities			-			-
Cash dividends declared per common share			-			-

Due the limited operating history of the Company, only two fiscal years have been reported.

Summary of Quarterly Financial Results

The following is a summary of selected financial information compiled from the eight recent quarterly interim unaudited financial statements ended December 31, 2019:

Period		Net loss for the period $			Loss per share $
March 31, 2018		-			-
June 30, 2018		(110,450	)		(0.01	)
September 30, 2018		(15,021	)		(0.00	)
December 31, 2018		(21,995	)		(0.00	)
March 31, 2019		(18,269	)		(0.00	)
June 30, 2019		(13,548	)		(0.00	)
September 30, 2019		(33,009	)		(0.00	)
December 31, 2019		(9,307	)		(0.00	)

The variability of the net loss during the seven most recent quarters is mainly due to significant expenses related to activities and services utilized in connection to the Company's completion of the prospectus and completion of the IPO during the quarter ended June 30, 2018. During the three months ended September 30, 2019, there was an increase in the net loss of $19,461 from the quarter ended June 30, 2019 due to increased legal expenses related to the binding letter of intent with Real. During the three months ended December 31, 2019, the net loss decreased by $23,702 when compared to the three months ended September 30, 2019 due to a decrease in legal fees related to the binding letter of intent.

Due to limited historical activity in the Company, no trends have been noted in reviewing the summary of selected financial information for the eight quarters ended December 31, 2019.

The Company has not earned any revenue since inception.

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Liquidity and Capital Resources

The Company has financed its operations to date through the issuance of common shares. The Company continues to seek capital through various means including the issuance of equity and/or debt.

At December 31, 2019, the Company had cash and cash equivalents on hand of $460,592 (December 31, 2018 -

$488,398) to meets is obligations of $65,565 (December 31, 2018 - $19,238).

The Company estimates that $450,000 of the cash and cash equivalents on hand will be used for evaluating and acquiring assets. The Company estimates that the remaining cash and cash equivalents will be used for general and administrative expenses until the completion of a Qualifying Transaction.

Outstanding Share Data

As of the date of this MD&A, 9,100,000 common shares were issued and outstanding (December 31, 2019 - 9,100,000). The outstanding securities and options have been summarized in the following table:

	As at the	As at
	date of this MD&A	December 31, 2019
Common shares issued and outstanding	9,100,000	9,100,000
Agents' options	300,000	300,000
Stock options	900,000	900,000

The Company also granted the directors' and officers' stock options at closing of the Offering, which will entitle the holders to purchase an aggregate of up to 900,000 Common Shares at a price of $0.10 per common share for a period of 10 years from the date of grant, in accordance with the policies of the TSX-V. As at December 31, 2019, the 900,000 stock options are still outstanding.

Pursuant to an Agency Agreement between the Company and PI Financial Corp. (the "Agent"), the Agent was granted non-transferable agent options to purchase up to 300,000 common shares at a price of $0.10 per common share, exercisable for a period of 24 months from the date the common shares commenced trading on the TSX-V. As at December 31, 2019, the 300,000 agent options are still outstanding.

Related Party Transactions

During the year ended December 31, 2019, no related party transactions occurred.

During the 307-day period ended December 31, 2018, the following related party transactions occurred:

• The Chief Executive Officer/Chairman was granted 225,000 stock options with a fair value of $20,196.
• The Chief Financial Officer/Corporate Secretary was granted 225,000 stock options with a fair value of $20,196.
• A Director of the Company was granted 225,000 stock options with a fair value of $20,196.
• A Director of the Company was granted 225,000 stock options with a fair value of $20,196.

Off-Balance Sheet Arrangements

The Company has not had any off-balance sheet arrangements from the date of its incorporation to the date of this MD&A.

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Proposed Transactions

Other than the above noted Significant Event, there are at present no transactions outstanding that have been proposed but not approved by either the Company or regulatory authorities.

Capital Management

The Company's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Company includes equity, comprised of share capital, reserves and deficit, in the definition of capital.

The Company's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than the lesser of 30% of the gross proceeds from the issuance of shares, or $210,000, may be used to cover prescribed costs of issuing the common shares or administrative and general expenses of the Company. These restrictions apply until completion of a Qualifying Transaction by the Company as defined under the Exchange policy 2.4.

Financial Instruments

The Company's financial instruments, consisting of cash and cash equivalents and accounts payable and accrued liabilities, approximate fair value due to the relatively short-term maturities of the instruments. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Risks and Uncertainties

The Company's sole objective is to identify a satisfactory Qualifying Transaction. The closing of any proposed Qualifying Transaction is subject to several terms and conditions, including completion of due diligence procedures by parties to the transaction and receipt of all required regulatory approvals, and there is no assurance that a transaction will be completed. If the Company does not complete a Qualifying Transaction within the time permitted by the Exchange, its common shares could be delisted.

The proposed business of the Company and the completion of a Qualifying Transaction involves a high degree of risk and there is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition or investment within the requisite time period. Additional funds will be required to enable the Company to pursue such an initiative and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the business will be profitable. These factors indicate the existence of a material uncertainty that may cast doubt about the Company's ability to continue as a going concern. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statement of financial position.

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Conflicts of Interest

The Company's directors and officers may serve as directors or officers, or may be associated with other reporting companies, or have significant shareholdings in other public companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which the Company may participate, the directors and officers of the Company may have a conflict of interest in negotiating and concluding on terms with respect to the transaction. If a conflict of interest arises, the Company will follow the provisions of the Business Corporations Act (British Columbia) (the "BCBCA") in dealing with conflicts of interest. These provisions state that where a director has such a conflict, that director must, at a meeting of the Company's directors, disclose his or her interest and refrain from voting on the matter unless otherwise permitted by the BCBCA. In accordance with the laws of the Province of British Columbia, the directors and officers of the Company are required to act honestly, in good faith, and in the best interest of the Company.

Significant Accounting Policies

The Company's significant accounting policies are summarized in Note 3 to the audited financial statements for the year ended December 31, 2019.

Changes in Accounting Policies

Leases - IFRS 16

The Company adopted the requirements of IFRS 16 effective January 1, 2019. This new standard replaces IAS 17 Leases and the related interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset being leased. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to the current accounting for finance leases, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting will be substantially changed.

As at January 1, 2019, the Company held no leases and therefore no adjustment was required.

Additional Information

For further detail, see the Company's audited financial statements for the year ended December 31, 2019. Additional information about the Company can also be found on SEDAR at www.sedar.com.

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APPENDIX "C" - FINANCIAL STATEMENTS OF REAL

 

C - 1

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Real Technology Broker Ltd

Consolidated Financial Statements

December 31, 2019

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Real Technology Broker Ltd

December 31, 2019

Table of Contents
Independent Auditor's Report	3-5
Consolidated Statements of Financial Position	6
Consolidated Statements of Loss and Comprehensive Loss	7
Consolidated Statements of Changes in Equity	8
Consolidated Statements of Cash Flows	9
Notes to the Consolidated Financial Statements	10-34

 Page 2

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Real Technology Broker Ltd Consolidated Statement of Financial Position As at December 31, 2019 and 2018

 

 

The notes on pages 9 to 34 are an integral part of these consolidated financial statements.
	Page 6

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Real Technology Broker Ltd Consolidated Statements of Loss and Comprehensive Loss As at December 31, 2019 and 2018

 

In thousands of U.S. dollars		Note			2019			2018
Revenue		8(A)			15,751			8,444
Cost of sales		9			13,785			7,133
Gross profit					1,966			1,311
Selling expenses		9			555			744
Administrative expenses		9			2,845			2,333
Research and development expenses		9			234			607
Operating loss					(1,668	)		(2,373	)
Finance costs					583			151
Loss before tax					(2,251	)		(2,524	)
Income taxes		12
Total loss and comprehensive loss					(2,251	)		(2,524	)
Earnings per share
Basic loss per share		10(A)			(0.05	)		(0.06	)
Diluted loss per share		10(B)			(0.05	)		(0.06	)

 

The notes on pages 9 to 34 are an integral part of these consolidated financial statements.
	Page 7

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Real Technology Broker Ltd Consolidated Statements of Changes in Equity As at December 31, 2019 and 2018

 

								Stock-based
		Share			Share			compensation						Total
In thousands of US dollars		capital			premium			reserve			Deficit			equity
Balance, at January 1, 2018		1,180			5			1,159			(10,052	)		(7,708	)
Total loss and comprehensive loss for the period		-			-			-			(2,524	)		(2,524	)
Issue of common shares		7			73			-			-			80
Equity-settled share-based payment		-			-			(25	)		-			(25	)
Balance, at December 31, 2018		1,187			78			1,134			(12,576	)		(10,177	)
Total loss and comprehensive loss for the period		-			-			-			(2,251	)		(2,251	)
Issue of common shares		-			-			-			-			-
Equity-settled share-based payment		-			-			488			-			488
Balance, at December 31, 2019		1,187			78			1,622			(14,827	)		(11,940	)

 

The notes on pages 9 to 34 are an integral part of these consolidated financial statements.
	Page 8

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Real Technology Broker Ltd Consolidated Statements of Cash Flows As at December 31, 2019 and 2018

In thousands of US dollars		Note			2019			2018
Cash flows from operating activities
Loss for the period					(2,251	)		(2,524	)
Adjustments for:
– Depreciation					137			147
– Equity-settled share-based payment transactions					488			(25	)
– Finance costs and other					(15	)		(42	)
					(1,641	)		(2,444	)
Changes in:
– Trade receivables					220			(257	)
– Other receivables					(1	)		6
– Related parties					178			100
– Prepaid expenses and deposits					(14	)		10
– Accounts payable and accrued liabilities					(16	)		149
– Other payables					(50	)		(113	)
Net cash used in operating activities					(1,324	)		(2,549	)
Cash flows from investing activities
Change in restricted cash					(3	)		(3	)
Acquisition of property and equipment					-			2
Net cash provided by (used in) investing activities					(3	)		(1	)
Cash flows from financing activities
Proceeds from issuance of common shares					-			80
Proceeds from the issuance of preferred shares					1,000			1,250
Payment of lease liabilities					(120	)		(120	)
Net cash from financing activities					880			1,210
Net decrease in cash and cash equivalents					(447	)		(1,340	)
Cash, January 1					485			1,784
Effect of movements in exchange rates on cash held					15			41
Cash, December 31					53			485

 

The notes on pages 9 to 34 are an integral part of these consolidated financial statements.
	Page 9

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Real Technology Broker Ltd Notes to the Consolidated Financial Statements As at December 31, 2019 and 2018

1. General information

Real Technology Broker Ltd ("Real" or the "Company") is a technology-powered real estate brokerage firm, licensed in over 20 states with over 1,100 agents. Real offers agents a mobile focused tech-platform to run their business, as well as attractive business terms and wealth building opportunities. The consolidated operations of Real include the subsidiaries of Real Broker MA, LLC incorporated on July 11, 2018 under the law of the state of Delaware, Real Broker CT, LLC incorporated on July 11, 2018 under the law of the state of Delaware, Real Broker, LLC (formerly Realtyka, LLC) incorporated on October 17, 2014 under the law of the state of Texas, and Real Brokerage Technologies Inc. (formerly Realtyka Tech Ltd.) incorporated on June 29, 2014 in the state of Israel. The Company's registered head office is 89 Medinat Hayehudim, Herzliya, Israel, 4676672.

2. Basis of accounting

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"). They were authorized for issue by the Company's board of directors on May 20, 2020.

3. Functional and presentation currency

These consolidated financial statements are presented in U.S. dollars, which is the Company's functional currency. All amounts have been rounded to the nearest thousand dollars, unless otherwise indicated.

4. Significant accounting policies

The Company has consistently applied the following accounting policies to all periods presented in these consolidated financial statements.

A. Basis of consolidation

i. Subsidiaries

Subsidiaries are entities controlled by the Company. The Company 'controls' an entity when it is exposed to, or has the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

ii. Transactions eliminated on consolidation

Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated. Unrealized losses are eliminated in the same way unrealized gains, but only to the extent there is no evidence of impairment.

	Page 10

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4. Significant accounting policies (Cont.)

B. Foreign currency

i. Foreign currency transactions

Transactions in foreign currencies are translated into respective functional currencies of the Company at the exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the report date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognized in profit or loss presented within finance costs.

ii. Foreign operations

The assets and liabilities of foreign operations are translated into U.S. dollars at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into U.S. dollars at exchange rates at the date of the transactions. When a foreign operation is disposed of in its entirety or partially such that control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal.

C. Revenue from contracts with customers

The Company generates substantially all its revenue from commissions from the sale of real estate properties. Other sources of revenue include subscription income from the brokerage-platform and other revenues relating to auxiliary services.

The Company is contractually obligated to provide services for the fulfillment of transfer of real estate between agents, buyers and sellers. The Company satisfies its obligations through closing of a transaction and provides services between the agents and buyers and sellers as a principal. Accordingly, the Company will recognize revenues in the gross amount of consideration, to which it expects to be entitled to.

Please see Note 8(B) for more Information about the Company's revenues from contracts with customers.

D. Employee benefits

i. Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

ii. Share-based payment arrangements

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

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4. Significant accounting policies (Cont.)

E. Finance income and finance costs

The Company's finance income and finance costs include:

- interest income;

- interest expense;

- the foreign currency gain or loss on financial assets and financial liabilities; Interest income or expense is recognized using the effective interest method.

In calculating interest expect, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit impaired) or to the amortized cost of the liability.

F. Income tax

Income tax expense comprise of current and deferred tax. It is recognized in profit or loss, or recognized or items recognized directly in equity or in other comprehensive income.

The Company has determined that interest and penalties related to income taxes, including uncertain tax treatments, do not meet the definition of income taxes, and therefore accounted for them under IAS 37 Provisions, Contingent Liabilities and Contingent Assets.

i. Current tax

Current tax comprises from expected payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using the tax rates enacted or substantively enacted at the reporting date.

Current tax assets and liabilities are offset only if certain criteria are met.

ii. Deferred tax

Deferred tax are recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are not recognized for:

- Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; and

- Temporary differences related to investments in subsidiaries to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.

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4. Significant accounting policies (Cont.)

F. Income tax (Cont.)

ii. Deferred tax (Cont.)

Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Company. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date, and reflects uncertainty related to income taxes, if any.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset only if certain criteria are met.

G. Property and equipment

i. Recognition and measurement

Items of property and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses. If significant parts of an item of property and equipment have different useful lives, then they are accounted for as separate items (major components) of property and equipment.

Any gain or loss on disposal of an item of property and equipment is recognized in profit or loss.

ii. Subsequent expenditures

Subsequent expenditures are capitalized only if it is probable that future economic benefits with the expenditure will flow to the Company.

iii. Depreciation

Depreciation is calculated to write off the cost of items of property and equipment less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognized in profit or loss.

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4. Significant accounting policies (Cont.)

G. Property and equipment (Cont.)

iii. Depreciation (Cont.)

The estimated useful lives of property and equipment for current and comparative periods are as follows:

- Computer equipment: 3 years

- Furniture and fixtures: 5-10 years.

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted, if appropriate.

H. Financial instruments

i. Recognition and initial measurement

Financial assets and financial liabilities are recognized on the Company's consolidated statements of financial position when Real becomes party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

ii. Classification and subsequent measurement

Financial assets - Policy

On initial recognition, a financial asset is classified as measured at: amortized cost; FVOCI - debt investment; FVOCI - equity investment; or FVTPL.

Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortized cost if it meets both of the following conditions as is not designated as FVTPL:

- it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as FVTPL:

- it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

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4. Significant accounting policies (Cont.)

H. Financial instruments (Cont.)

ii. Classification and subsequent measurement (Cont.)

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis.

All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets – Business model assessment

The Company assesses the objective of the business model in which a financial asset is held at a portfolio level, because this best reflects the way the business is managed, and information is provided to management. The information considered includes:

- the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management's strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows;

- how the performance of the portfolio is evaluated and reported to the Company's management;

- the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

- how managers of the business are compensated - e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and

- the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and the expectations of future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for the purpose, consistent with the Company's continuing recognition of the assets.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

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4. Significant accounting policies (Cont.)

H. Financial instruments (Cont.)

ii. Classification and subsequent measurement (Cont.)

Financial assets - Subsequent measurement and gains and losses

Financial assets at FVTPL	These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.
Financial assets at amortized cost	These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss
Debt investments at FVOCI	These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Equity investments at FVOCI	These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.

Financial liabilities - Classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

iii. Derecognition

Financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows or the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

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4. Significant accounting policies (Cont.)

H. Financial instruments (Cont.)

iii. Derecognition (Cont.)

Financial liabilities (Cont.)

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

iv. Offsetting

Financial assets and financial liabilities are offset and the net amount presented on the consolidated statements of financial position, only when the Company has a legally enforceable right to offset the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

I. Share capital

i. Ordinary shares

Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity. Income tax relating to transactions costs of an equity transaction are accounted for in accordance with IAS 12.

ii. Preference shares

The Company's preference shares are classified as liability, due to the rights of the holders to require a cash settlement not with in the control of the Company. Discretionary dividends thereon are recognized as equity distributions on approval by the Company's shareholders.

J. Impairment

i. Non-derivative financial assets

Financial instruments and contract assets

The Company recognizes loss allowances for expected credit losses ("ECL") on:

- Financial assets measured at amortized cost; and

- Contract assets

Loss allowances for trade receivables and contract assets are always measured at an amount equal to the lifetime ECLs.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company's historical experience and informed credit assessment and including forward-looking information.

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4. Significant accounting policies (Cont.)

J. Impairment

i. Non-derivative financial assets (cont.)

Financial instruments and contract assets (cont.)

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.

The Company considers a financial asset to be in default when:

- the borrower is unlikely to pay its credit obligations to the Company in full, without recourse by the Company; or

- the financial asset is more than 90 days past due.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

Write-off

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For individual customers, the Company has a policy of writing off the gross carrying amount when the financial asset is 180 days past due based on historical experience of recoveries of similar assets. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company's procedures for recovery of amounts due.

K. Provisions

Provisions are recognized when present (legal or constructive) obligations as a result of a past event will lead to a probable outflow of economic resources and amounts can be estimated reliably. Provisions are measured at management's best estimate of the expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation.

The Company performs evaluations to identify onerous contracts and, where applicable, records provisions for such contracts. All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. In those cases where the possible outflow of economic resources as a result of present obligations is considered remote, no liability is recognized.

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4. Significant accounting policies (Cont.)

L. Leases

At the inception of a contract, the Company assess whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

- the contract involves the use of an identified asset - this may be specified explicitly or implicitly, should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified;

- the Company has the right to obtain substantially all of the economic benefits from the use of the asset throughout the period of use; and

- the Company has the right to direct the use of the asset. The Company has this right when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purposes the asset is used is predetermined, the Company has the right to direct the use of the asset if either:

- the Group has the right to operate the asset; or

- the Group designed the asset in a way that predetermines how and for what purpose it will be used.

i. Real as a lessee

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right- of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

- fixed payments, including in-substance fixed payments;

- variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

- amounts expected to be payable under a residual value guarantee; and

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4. Significant accounting policies (Cont.)

L. Leases (Cont.)

i. Real as a lessee (Cont.)

- the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Company presents right-of-use assets in 'property and equipment' in the consolidated statements of financial position.

Short-term leases and leases of low-value assets

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases of machinery that have a least term of 12 months or less and leases of low-value assets, including IT equipment. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

M. Fair value measurement

'Fair value' is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has access at that date. The fair value of a liability reflects its non-performance risk.

A number of the Company's accounting policies and disclosures require the measurement of fair values, both for financial and non-financial assets and liabilities.

When one is available, the Company measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as 'active' if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

If there is no quoted price in an active market, then the Company uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.

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4. Significant accounting policies (Cont.)

M. Fair value measurement (Cont.)

If an asset or a liability measured at fair value has a bid price and an ask price, then the Company measures assets and long positions at a bid price and liabilities and short positions at an ask price.

The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price - i.e. the fair value of the consideration given or received. If the Group determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which any unobservable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognized in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.

5. Use of judgments and estimates

In preparing these consolidated financial statements, management has made judgments and estimates that affect the application of the Company's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively.

A. Judgements

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognized in the financial statements is included in the following notes:

- Note 11 - measurement of share-based payment arrangements: measurement techniques used to determine whether cash payments received is sufficiently linked to the price or value of equity instruments.

- Note 16(A)(ii) - measurement of preferred shares: measurement techniques used to determine whether cash payments received is sufficiently linked to the price or value of equity instruments.

B. Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have significant result of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year is included in the following notes:

- Note 12(C) - recognition of deferred tax assets: availability of future taxable profit against which deductible temporary differences and tax losses carried forward can be utilized;

- Note 4(K) - recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources; and

- Note 11 - valuation of share-based payment arrangements: key assumptions used to measure the fair value of the Company's share-based payment arrangements.

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5. Use of judgments and estimates (Cont.)

B. Assumptions and estimation uncertainties (Cont.)

i. Measurement of fair values

A number of the Company's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as a broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from third parties to support the conclusion of these valuations meet the requirements of the Standards, including the level in the fair value hierarchy in which the valuations should be classified.

Significant valuation issues are reported to the Company's audit committee.

When measuring the fair value of an asset or liability, the Company uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

- Level 2: inputs other than quoted prices included in Level 1, that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about assumptions made in measuring fair values is included in the following notes:

- Note 11 - share-based payment arrangements; and

- Note 19 - financial instruments.

6. Changes in significant accounting policies

The Company monitors the potential changes proposed by the IASB and analyzes the effect that changes in the standards may have on its operations.

Standards issued but not yet effective up to the date of issuance of these consolidated financial statements are described below. This description is of the standards and interpretations issued that the Company reasonably expects to be applicable at a future date. The Company intends to adopt these standards when they become effective.

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6. Changes in significant accounting policies (Cont.)

IFRS 15, Revenue from Contracts with Customers

The Company adopted IFRS 15 on its effective date of January 1, 2018 using the modified retrospective approach. IFRS 15 replaces IAS 18, Revenue. The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. The standard requires entities to exercise judgment, taking into consideration all relevant facts and circumstances when applying each step of the model to contracts with customers.

The Company's assessment included a review of relevant contracts for the following key areas that are in the scope of IFRS 15, commissions from real estate contracts and service contracts with real estate agents. The Company has concluded that there are no significant differences in revenue recognition for these revenue streams between the point of transfer of risks and rewards under IAS 18 and the point of transfer of control under IFRS 15. No transitional adjustment has been recorded as at January 1, 2018.

IFRS 9, Financial Instruments

The Company adopted IFRS 9 on its effective date of January 1, 2018, using the modified retrospective basis with no restatement of comparative periods. IFRS 9 replaces IAS 39, Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. The new standard also requires a single impairment method be used, replacing the multiple impairment methods in IAS 39. IFRS 9 also includes requirements relating to a new hedge accounting model, which represents a substantial overhaul of hedge accounting, which will allow entities to better reflect their risk management activities in the financial statements.

Under IFRS 9, financial assets are classified on the basis of both the business model in which the assets are managed and the contractual cash flow characteristics of the asset. Financial assets after initial recognition are classified and measured either as: (i) amortized cost; (ii) fair value through other comprehensive income (FVOCI) with fair value gains or losses recycled into net income on derecognition; or (iii) fair value through profit and loss (FVTPL). Financial liabilities are classified and measured either as: (i) amortize cost; or (ii) FVTPL. No transitional adjustments have been recorded relating to the Company's adoption of IFRS 9 as at January 1, 2018.

IASB Annual Improvements 2015-2017 Cycle (Issued in December 2017)

In December 2017, the IASB issued amendments to four standards IFRS 3, Business Combinations, IFRS 11, Joint Arrangements, IAS 12, Income Taxes, and IAS 23, Borrowing Costs. These amendments became effect on January 1, 2019. The implementation of these standards did not have a significant impact on the Company's financial statements.

IFRIC 23, Uncertainty over Income Tax Treatment

In June 2017, the IASB issued amendments as a clarification to requirements under IAS 12, Income Taxes. IFRIC 23 clarifies the application of various recognition and measurement requirements when there is uncertainty over income tax treatments. The amendments became effective on January 1, 2019. The amendments did not have an impact on the Company's financial statements.

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7. Operating segments

In measuring its performance, the Company does not distinguish or group its operations on a geographical or on any other basis, and accordingly has a single reportable operating segment.

Management has applied judgment by aggregating its operating segments into one single reportable segment for disclosure purposes. Such judgment considers the nature of the operations, and an expectation of operating segments within a reportable segment, which have similar long-term economic characteristics.

The Company's chief executive officer is the chief operating decision maker, and regularly reviews Real's operations and performance on an aggregate basis. Real does not have any significant customers or any significant groups of customers.

8. Revenue

A. Revenue streams and disaggregation of revenue from contracts with customers

The Company generates revenue primarily from commissions from the sale of real estate properties. Other sources of revenue include subscription income from the brokerage-platform and immaterial amounts relating to auxiliary services.

In the following table, revenue from contracts with customers is disaggregated by major products and service lines and timing of revenue recognition.

In thousands of US dollars		2019			2018
Major service lines
Commissions		15,672			8,297
Subscriptions		57			108
Other		22			39
Total revenue		15,751			8,444
Timing of revenue recognition
Products transferred at a point in time		15,672			8,297
Services transferred over time		57			108
Revenue from contracts with
customers		15,729			8,405
Other revenue		22			39
Total revenue		15,751			8,444

B. Performance obligations and revenue recognition policies

Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it transfers control over a good or service to a customer.

The following table provides information about the nature and timing of the satisfaction of performance obligations in contracts with customers, including significant payment terms, and related revenue recognition policies.

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8. Revenue (Cont.)

B. Performance obligations and revenue recognition policies (Cont.)

Type of product/service	Nature and timing of satisfaction of performance obligations, including significant payment terms	Revenue recognition policies
Commissions from real estate contracts	Customers obtain control of real estate property on the closing date, which is ordinarily when consideration is received.	Revenue is recognized at a point in time as the purchase agreement is closed and the sale is executed.
Service contracts with real estate agents	Under service contracts with real estate agents, they enroll in an annual subscription plan to use the tech-platform.	Revenue is recognized over time as the Company provides promised services to real estate agents on a paid subscription plan.

9. Expenses by nature

In thousands of US dollars		2019			2018
Commissions to agents		13,785			7,133
Salaries and benefits		1,058			807
Consultancy		853			1,499
General and administrative		655			485
Advertising		554			147
Dues and subscriptions		309			305
Depreciation		137			147
Travel		40			127
Other		5			119
Occupancy		23			48
Total cost of sales, selling expenses, administrative and research and development expenses		17,419			10,817

10. Loss per share

A. Weighted average number of ordinary shares

In thousands of shares		2019			2018
Issued ordinary shares at January 1,		41,797			41,797
Effect of share options exercised		-			-
Weighted-average number of ordinary shares at December 31,		41,797			41,797

B. Diluted earnings per share

In thousands of shares		2019			2018
Issued ordinary shares at January 1,		46,178			41,797
Effect of share options on issue		4,355			4,381
Weighted-average number of ordinary shares (diluted) at December 31,		50,533			46,178

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11. Share-based payment arrangements

See accounting policy in Note 23(D).

A. Description of share-based payment arrangements

i. Stock option plan (equity-settled)

On January 20, 2016, the Company established a stock-option plan that entitles key management personnel and employees to purchase shares in the Company. Under the stock-option plan, holders of vested options are entitled to purchase shares based for the exercise price as determined at grant date.

The key terms and conditions related to the grants under these programs are as follows; all options are to be settled by physical delivery of shares.

B. Measurement of fair values

Grant date	Number of instruments		Vesting conditions			Contractual life of options
On January, 2016	142		25% on first anniversary, then quarterly vesting			4 years
On January, 2017	559		25% on first anniversary, then quarterly vesting			4 years
On June, 2018	326		25% on first anniversary, then quarterly vesting			4 years
On July, 2018	244		Immediate			4 years
On Mar, 2019	30		Immediate			4 years
On Mar, 2019	283		Quarterly vesting			3 years
On July, 2019	3,523		25% on first anniversary, then quarterly vesting			4 years
	5,107

The inputs used in the measurement of the fair values at the grant and measurement date were as follows:

		2019			2018
Share price	$	0.13		$	0.14
Exercise price	$	0.13		$	0.14
Expected volatility (weighted-average)		66.1%			66.1%
Expected life (weighted-average)		4 years			4 years
Expected dividends		-%			-%
Risk-free interest rate (based on government bonds)		2.14%			3.02%

Expected volatility has been based on an evaluation of based on a comparable companies historical volatility of the share price, particularly over the historical period commensurate with the expected term.

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Real Technology Broker Ltd Notes to Consolidated Financial Statements As at December 31, 2019 and 2018

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The Real Brokerage Inc. (formerly “ADL Ventures Inc”)
Condensed Interim Statements of Financial Position

(Expressed in Canadian Dollars)

		March 31,			December 31,
		2020			2019
As at		(unaudited)			(audited)
Assets
Current
Cash and cash equivalents	$	437,593		$	460,592
Liabilities and Shareholders' Equity
Liabilities
Current
Accounts payable	$	65,565		$	65,565
Accrued liabilities		20,000			-
		85,565			65,565
Shareholders' Equity
Share capital (note 4)		519,973			519,973
Reserves		96,653			96,653
Deficit		(264,598	)		(221,599	)
		352,028			395,027
Total Liabilities and Shareholders' Equity	$	437,593		$	460,592

Subsequent events (note 4 and 8)

Approved on behalf of the Board on July 14, 2020 by:

Laurence Rose (signed)

Laurence Rose, Director

Tamir Poleg (signed)

Tamir Poleg, Director

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1. Nature of Operations and Going Concern

The Real Brokerage Inc, formerly ADL Ventures Inc., (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on February 27, 2018 and is a capital pool company (“CPC”), as defined in TSX Venture Exchange (“TSX-V”) Policy 2.4 (“Policy 2.4”). The Company’s objective is to identify and evaluate companies, businesses, properties, or assets for acquisition and once identified and evaluated, to negotiate an acquisition or participation subject to receipt of shareholder and regulatory approval (the “Qualifying Transaction”).

The Company’s registered office address and principle place of business is Suite 302 – 133 Richmond Street West, Toronto, Ontario M5H 2L3.

These condensed interim financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at March 31, 2020, the Company has a deficit of $264,598 (December 31, 2019 - $221,599). For the three months ended March 31, 2020, the Company incurred a net loss of $42,999 (2019 - $18,269). There are material uncertainties that may cast significant doubt about the appropriateness of the going concern assumption as the Company has not generated any revenues. These condensed interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

On August 13, 2019, the Company announced that it entered into a binding letter of intent with Real Technology Broker Ltd. (“Real”) a private company incorporated under the laws of Israel, whereby the Company will acquire all of the issued and outstanding securities of Real by way of a share exchange, arrangement, amalgamation or similar transaction to ultimately form the resulting issuer who will continue on the business of Real. The Company intends that the transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the TSX-V. Subsequent to March 31, 2020, the Company completed the Qualifying Transaction with Real (Note 8).

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. The Company has implemented safety and physical distancing procedures, including working from home where possible and ceased all travel. The Company will continue to monitor the impact of the COVID-19 outbreak, the duration and impact which is unknown at this time, as is the efficacy of any intervention. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operations in future periods.

2. Basis of Presentation

(a) Statement of compliance

These condensed interim financial statements are prepared in accordance with International Accounting Standard (“IAS”) 34 “Interim Financial Reporting.” They do not include all the information required for full annual financial statements and should be read in conjunction with the Company’s audited annual financial statements for the fiscal year ended December 31, 2019, which have been prepared with International Financial Reporting Standards (“IFRS”). The condensed interim financial statements of the Company for the three months ended March 31, 2020 were approved and authorized for issue by the Board of Directors on July 14, 2020.

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2. Basis of Presentation (Continued)

(b) Basis of presentation

These condensed interim financial statements have been prepared on a historical cost basis, except for certain financial instruments classified as financial instruments at fair value through profit or loss, which are stated at fair value. In addition, these condensed interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information. These condensed interim financial statements are presented in Canadian dollars, which is the Company’s functional currency.

3. Significant Accounting Policies

These condensed interim financial statements have been prepared on the basis of accounting policies and methods of computation consistent with those applied in the Company’s audited annual financial statement for the fiscal year ended December 31, 2019.

4. Share Capital

(a) Authorized - Unlimited number of common shares without par value.

(b) Issued and outstanding

The Company issued 6,100,000 founders’ common shares which are held in escrow following the Company’s initial public offering. The escrowed shares were issued for $0.05 per share to officers and directors of the Company for total proceeds of $305,000. These shares will be released pro rata to the shareholders as to 10% upon issuance of the Final Exchange Bulletin in accordance with Policy 2.4, with the remainder being released in six equal tranches of 15% every six months thereafter for a period of 36 months.

On June 25, 2018, the Company successfully completed its initial public offering of 3,000,000 common shares at a price of $0.10 resulting in gross proceeds of $300,000 and received Final Exchange Bulletin. The Company incurred $85,027 of share issuance costs, including agent options valued at $15,869 (note 4c). Pursuant to the polices of the TSX-V, the proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than the lesser of 30% of the gross proceeds from the issuance of shares or $210,000 may be used to cover prescribed costs of issuing the common shares or administrative and general expenses of the Company. These restrictions apply until completion of the Qualifying Transaction by the Company as defined under the policies of the TSX-V. Upon completion of the Offering, the Company had 9,100,000 common shares issued and outstanding, which common shares commenced trading on the TSX-V under the symbol "AVI.P".

No shares were issued during the three months ended March 31, 2020 and the year ended December 31, 2019.

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Significant Event

On June 5, 2020, the Company completed its acquisition of all of the issued and outstanding securities of Real Technology Broker Ltd (“Real”), a private company incorporated under the laws of Israel, which constitutes the Company’s “Qualifying Transaction” under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange”).

On March 5, 2020, the Company and Real entered into a securities exchange agreement (the “Securities Exchange Agreement”) pursuant to which the Company would acquire all of the issued and outstanding securities of Real as part of the Qualifying Transaction.

The Securities Exchange Agreement provided for the acquisition of all of the issued and outstanding common shares, warrants and options of Real by the Company in exchange for common shares (the “Common Shares”) and options of the Company. In particular, shareholders of Real were issued (i) an aggregate of 110,303,732 Common Shares (the “Consideration Shares”) (based on the deemed value ascribed to Real as negotiated between the Company and Real of CAD$27,575,933, at a deemed issue price of CAD$0.25), resulting in 1.0083 Consideration Share for each one Real share held; and (ii) an aggregate of 6,098,411 options. As a result of the Qualifying Transaction, the Company became the sole beneficial owner of all of the outstanding securities of Real. The Company is the parent company of Real which will continue its business.

In addition, aggregate gross proceeds totaling US$1,586,139.37 were raised prior to the closing of the Qualifying Transaction by way of a private placement of subscription receipts of the Company (the “Private Placement”). Each subscription receipt was exercisable into one Common Share and were automatically exercised upon completion of the Qualifying Transaction. The Common Shares issued pursuant to the Private Placement are subject to a six month hold period from the date of closing of the Private Placement comprised of a 4 month regulatory hold period plus an additional two month hold period based on contractual lock-up commitments of the subscribers.

Pursuant to the terms of an escrow agreement dated June 5, 2020 among the Company, Computershare Trust Company of Canada as escrow agent and certain escrow securityholders, an aggregate of 62,257,250 Common Shares and 5,330,172 options have been placed in escrow, whereby 25% of such securities were released immediately upon the issuance of the Exchange bulletin evidencing final acceptance of the Qualifying Transaction and the balance of such securities will be released in equal tranches of 25% every six months thereafter.

The Common Shares commenced trading on the Exchange on June 12, 2020 following the issuance of the final bulletin of the Exchange in respect of the Qualifying Transaction, and under the new name “The Real Brokerage Inc.” with the trading symbol “REAX”. The Company will carry on the business of Real.

Real is a technology driven national real estate brokerage platform primarily operating in the United States through a network of approximately 1,100 agents. Real has a unique operational model providing teams and agents’ freedom, flexibility, success tools, long term security and a sense of community to build their reputations and professional assets with the help of a leading-edge digital platform built from the ground up for their success.

Following completion of the Qualifying Transaction, the Company also announced that the board of directors will consist of Tamir Poleg (Chairman), Guy Gamzu, Larry Klane and Laurence Rose. Tamir Poleg is the Chief Executive Officer, Gus Patel is the Chief Financial Officer and Corporate Secretary and Lynda Radosevich is the Chief Marketing Officer.

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THE REAL BROKERAGE INC.

 

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD ON AUGUST 20, 2020

AND

MANAGEMENT INFORMATION CIRCULAR

DATED JULY 16, 2020

 

 

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THE REAL BROKERAGE INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE THAT an annual general and special meeting (the "Meeting") of the shareholders of The Real Brokerage Inc. (the "Corporation") will be held at 133 Richmond Street West, Suite 302, Toronto, Ontario on Thursday, August 20, 2020 at 10:00 a.m. for the following purposes:

1. to receive the audited financial statements of the Corporation for the year end dated December 31, 2019 and the accompanying report of the auditors;

2. to appoint auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the auditors' remuneration, as more fully described in the management information circular (the "Management Information Circular") accompanying this notice of Meeting;

3. to elect the directors of the Corporation to serve until the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed;

4. to consider, and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving an amended and restated stock option plan for the Corporation in the form attached as Schedule "C" to this Management Information Circular;

5. to consider, and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving a new restricted share unit plan for the Corporation in the form attached as Schedule "D" to this Management Information Circular; and

6. to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.

Information relating to the items above is set forth in the Management Information Circular.

Only shareholders of record as of July 16, 2020, the record date, are entitled to notice of the Meeting and to vote at the meeting and at any adjournment or postponement thereof.

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IMPORTANT

With respect to the current COVID-19 outbreak, REAL asks that, in considering whether to attend the meeting in person, shareholders follow the instructions of the Public Health Agency of Canada (https://www.canada.ca/en/public-health/services/diseases/2019-novel- coronavirus-infection.html).

REAL strongly encourages shareholders not to attend the meeting in person and instead to vote their shares by proxy. Any person who is experiencing any of the described COVID- 19 symptoms of fever, cough or difficulty breathing or has travelled in the 14 days prior to the Meeting will not be permitted entry into the meeting. REAL may take additional precautionary measures in relation to the meeting in response to further developments in the COVID-19 outbreak in its sole discretion.

SHAREHOLDERS MAY CONFERENCE INTO THE MEETING BY ZOOM (BUT WILL NOT BE PERMITTED TO VOTE OVER ZOOM IN THIS MANNER) AT:

Join from a PC, Mac, iPad, iPhone or Android device:

https://us02web.zoom.us/j/84743958925

Meeting ID: 847 4395 8925

Or join by phone by calling one of the below numbers and entering the meeting ID (for higher quality, dial a number based on your current location):

Canada: +1 647 558 0588, +1 647 374 4685, +1 587 328 1099, +1 438 809 7799, +1 204 272

7920, +1 778 907 2071

United States: +1 646 876 9923, +1 312 626 6799, +1 646 876 9923, +1 312 626 6799, +1 301

715 8592, +1 669 900 6833, +1 253 215 8782, +1 346 248 7799, +1 408 638 0968

Additional international numbers are available at https://us02web.zoom.us/u/kB40yxPF

DISCLAIMER

ANY PERSON WHO ATTENDS THE MEETING IN PERSON DOES SO AT HIS OR HER OWN RISK AND BY ATTENDING THE MEETING IN PERSON, SUCH PERSON ACKNOWLEDGES AND AGREES THAT THE CORPORATION AND THE DIRECTORS, OFFICERS AND AGENTS THEREOF ARE NOT LIABLE TO THE PERSON FOR ANY ILLNESSES OR OTHER ADVERSE REACTIONS THAT MAY RESULT FROM SUCH PERSON'S ATTENDANCE AT THE MEETING. ANY PERSON WHO ATTEMPTS TO ENTER THE MEETING BUT IS DENIED ENTRY ACKNOWELDGES AND AGREES THAT HE, SHE OR IT SHALL HAVE NO CLAIM AGAINST THE CORPORATION OR ITS, DIRECTORS OFFICERS OR AGENTS FOR SUCH DENIAL OF ENTRY INTO THE MEETING.

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Despite the foregoing, it is desirable that as many common shares as possible be represented at the Meeting. If you do not expect to attend in person and would like your common shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all instruments of proxy must be deposited at the office of the Registrar and Transfer Agent of the Corporation, Computershare Investor Services Inc., at its principal office at 100 University Ave, Toronto, Ontario M5J 2Y1 not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any postponement or adjournment thereof. Late instruments of proxy may be accepted or rejected by the Chairman of the Meeting in his discretion and the Chairman is under no obligation to accept or reject any particular late instruments of proxy.

DATED at Toronto, Ontario this 16^th day of July, 2020.

By Order of the Board of Directors of The Real Brokerage Inc.

	(signed) "Tamir Poleg"
	Tamir Poleg Chief Executive Officer

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THE REAL BROKERAGE INC.

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

This management information circular (this "Management Information Circular") is provided in connection with the solicitation of proxies by management of The Real Brokerage Inc. ("Real" or the "Corporation") for use at the Annual General and Special Meeting (the "Meeting") of the holders ("Shareholders") of common shares ("Common Shares") in the capital of the Corporation. The Meeting will be held on Thursday, August 20, 2020 at 10:00 a.m. at 133 Richmond Street West, Suite 302, Toronto, Ontario, or at such other time or place to which the Meeting may be adjourned, for the purposes set forth in the notice of annual general and special meeting accompanying this Management Information Circular (the "Notice"). Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other means of electronic communication. In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer, arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation.

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings or securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

Accompanying this Management Information Circular (and filed with applicable securities regulatory authorities) is a form of proxy for use at the Meeting ("Instrument of Proxy"). Each Shareholder who is entitled to attend at Shareholders' meetings is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered in person or by proxy.

Unless otherwise stated, the information contained in this Management Information Circular is given as of July 16, 2020 (the "Effective Date").

All time references in this Management Information Circular are in Eastern Daylight Time (Toronto time).

APPOINTMENT AND REVOCATION OF PROXIES

Appointment of a Proxy

Those Shareholders who wish to be represented at the Meeting by proxy must complete and deliver a proper form of proxy to Computershare Investor Services Inc. (the "Transfer Agent") either in person, or by mail or courier, to 100 University Ave., Toronto, Ontario, M5J 2Y1.

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The persons named as proxyholders in the Instrument of Proxy accompanying this Management Information Circular are directors or officers of the Corporation and are representatives of the Corporation's management for the Meeting. A Shareholder who wishes to appoint some other person (who need not be a Shareholder) as his or her representative at the Meeting may do so by either: (i) crossing out the names of the management nominees AND legibly printing the other person's name in the blank space provided in the accompanying Instrument of Proxy; or (ii) completing another valid form of proxy. In either case, the completed form of proxy must be delivered to the Transfer Agent, at the place and within the time specified herein for the deposit of proxies. A Shareholder who appoints a proxy who is someone other than the management representatives named in the Instrument of Proxy should notify the nominee of the appointment, obtain the nominee's consent to act as proxy, and provide instructions on how the Common Shares are to be voted. The nominee should bring personal identification to the Meeting. In any case, the form of proxy should be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy form).

In order to validly appoint a proxy, instruments of proxy must be received by the Transfer Agent (the address is stated above or in the Instrument of Proxy) at least 48 hours prior to the Meeting or any adjournment or postponement thereof. After such time, the chairman of the Meeting may accept or reject a form of proxy delivered to him in his discretion but is under no obligation to accept or reject any particular late form of proxy.

Revoking a Proxy

A Shareholder who has validly given a proxy may revoke it for any matter upon which a vote has not already been cast by the proxyholder appointed therein. In addition to revocation in any other manner permitted by law, a proxy may be revoked with an instrument in writing signed and delivered to either the registered office of the Corporation or the Transfer Agent, 100 University Ave, Toronto, Ontario M5J 2Y1, at any time up to and including the last business day preceding the date of the Meeting, or any postponement or adjournment thereof at which the proxy is to be used, or deposited with the chairman of such Meeting on the day of the Meeting, or any postponement or adjournment thereof. The document used to revoke a proxy must be in writing and completed and signed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

Also, a Shareholder who has given a proxy may attend the Meeting in person (or where the Shareholder is a corporation, its authorized representative may attend), revoke the proxy (by indicating such intention to the chairman before the proxy is exercised) and vote in person (or withhold from voting).

Signature on Proxies

The form of proxy must be executed by the Shareholder or his or her duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer whose title must be indicated. A form of proxy signed by a person acting as attorney or in some other representative capacity should indicate that person's capacity (following his signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Corporation).

Voting of Proxies

Each Shareholder may instruct his proxy how to vote his or her Common Shares by completing the blanks on the Instrument of Proxy.

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The Common Shares represented by the enclosed proxy will be voted or withheld from voting on any motion, by ballot or otherwise, in accordance with any indicated instructions. In the absence of such direction, such Common Shares will be voted IN FAVOUR OF PASSING THE RESOLUTIONS DESCRIBED IN THE INSTRUMENT OF PROXY AND BELOW. If any amendment or variation to the matters identified in the Notice is proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment or postponement thereof, the accompanying Instrument of Proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the appointed proxyholder. Unless otherwise stated, the Common Shares represented by a valid Instrument of Proxy will be voted in favour of the election of nominees set forth in this Management Information Circular except where a vacancy among such nominees occurs prior to the Meeting, in which case, such Common Shares may be voted in favour of another nominee in the proxyholder's discretion. As at the Effective Date, management of the Corporation knows of no such amendments or variations or other matters to come before the Meeting.

Advice to Beneficial Shareholders

The information set forth in this section is of importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who hold their Common Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to in this Management Information Circular as "Beneficial Shareholders") should note that only proxies deposited by Shareholders who are registered shareholders (that is, shareholders whose names appear on the records maintained by the registrar and transfer agent for the Common Shares as registered holders of Common Shares) will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the Shareholder's name. Such Common Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the Instrument of Proxy provided directly to registered shareholders by the Corporation. However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("BFS") in Canada. BFS typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to BFS, or otherwise communicate voting instructions to BFS (by way of the Internet or telephone, for example). BFS then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a BFS voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to BFS (or instructions respecting the voting of Common Shares must otherwise be communicated to BFS) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

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Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker, CDS & Co. or another intermediary, the Beneficial Shareholder may attend the Meeting as proxyholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder, should enter their own names in the blank space on the Instrument of Proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker.

All references to Shareholders in this Management Information Circular and the accompanying Instrument of Proxy and Notice are to registered Shareholders unless specifically stated otherwise.

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Shareholders of record as of July 16, 2020 (the "Record Date") are entitled to receive notice and attend and vote at the Meeting. As at the Effective Date, the Corporation had 141,337,580 issued and outstanding Common Shares. These Common Shares are the only voting shares of the Corporation.

To the knowledge of the directors and officers of the Corporation, as at the Effective Date, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the issued and outstanding Common Shares except as stated below.

Notes:

(1) Comprised of 23,827,154 held by Magma Venture Capital IV LP and 671,773 Common Shares held by Magma Venture Capital IV CEO Fund LP, limited partnerships of which Magma Venture Capital IV Management LP is the general partner.

(2) Comprised of 16,660,455 Common Shares held by Cubit Investments Ltd., a company beneficially owned by Mr. Gamzu and 1,260,375 Common Shares held by Mr. Gamzu personally.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No directors or officers of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any one of them, is or was indebted, directly or indirectly, to the Corporation or its subsidiaries at any time since the beginning of the financial period ended December 31, 2019.

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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No director or officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any other insider of the Corporation, nor any associate or affiliate of any one of them, has or has had, at any time since the beginning of the financial period ended December 31, 2019, any material interest, direct or indirect, in any transaction or proposed transaction that has materially affected or would materially affect the Corporation.

INTEREST OF DIRECTORS AND OFFICERS IN MATTERS TO BE ACTED UPON

Except as disclosed in this Management Information Circular, no director or senior officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

EXECUTIVE COMPENSATION

Under applicable securities legislation, the Corporation is required to disclose certain financial and other information relating to the compensation of the Chief Executive Officer, the Chief Financial Officer and the most highly compensated executive officer of the Corporation as at the date of this Circular whose total compensation was more than $150,000 for the financial year of the Corporation ended December 31, 2019, other than the Chief Executive Officer and Chief Financial Officer (collectively the "Named Executive Officers"), and for the directors of the Corporation.

Summary Compensation Table

The following table (presented in accordance with Form 51-102F6V - Statement of Executive Compensation - Venture Issuers ("Form 51-102F6V") under National Instrument 51-102 - Continuous Disclosure Obligations) ("NI 51-102") sets out all direct and indirect compensation for, or in connection with, services provided to the Corporation and its subsidiaries for the two most recently completed financial years of the Corporation ended December 31, 2019 and December 31, 2018, in respect of the Named Executive Officers as well as the directors of the Corporation.

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Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer, or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Laurence Rose Past CEO, and Director(1)	2019 2018	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Philip Porat Past CFO(2)	2019 2018	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Daniel Goodman Past Director(3)	2019 2018	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Alan Simpson Past Director(4)	2019 2018	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

(1) Laurence Rose served as CEO of the Corporation until completion of the Qualifying Transaction on June 5, 2020. Mr. Rose remained as a director of the Corporation after the Qualifying Transaction but did not receive any compensation as a director.

(2) Philip Porat served as CFO of the Corporation until completion of the Qualifying Transaction on June 5, 2020.

(3) Daniel Goodman was a director prior to the Qualifying Transaction completed on June 5, 2020.

(4) Alan Simpson was a director prior to the Qualifying Transaction completed on June 5, 2020.

Stock Options and Other Compensation Securities

There were no compensation securities granted or issued to any director by the Corporation during the financial year ended December 31, 2019 for services provided or to be provided, directly or indirectly, to the Corporation.

Stock Option Plans and Other Incentive Plans

The Stock Option Plan comprises the Corporation's only form of security-based incentive compensation plan.

Shareholders will be asked to pass an ordinary resolution to approve at the Meeting: (i) an amended and restated stock option plan for the Corporation in the form attached as Schedule "C" to this Management Information Circular; and (ii) a new restricted share unit plan for the Corporation in the form attached as Schedule "D" to this Management Information Circular. See "Matters to be Considered at the Meeting".

Employment, Consulting, and Management Agreements

The Corporation did not enter into any agreements with employees, consultants or directors with respect to management of the Corporation during the financial year ended December 31, 2019.

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Compensation Discussion and Analysis

Introduction

The Compensation Discussion and Analysis section of this Circular sets out the objectives of the Corporation's executive compensation arrangements, the Corporation's executive compensation philosophy and the application of this philosophy to the Corporation's executive compensation arrangements.

When determining the compensation arrangements for the Named Executive Officers and directors, the Board considers the objectives of: (i) retaining an executive critical to the success of the Corporation and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and shareholders of the Corporation; and (iv) rewarding performance, both on an individual basis and with respect to the business in general.

Benchmarking

In determining the compensation level for each executive, the Board looks at factors such as the relative complexity of the executive's role within the organization, the executive's performance and potential for future advancement, the compensation paid by other companies in the same industry as the Corporation, and pay equity considerations.

Elements of Compensation

The compensation paid to the Named Executive Officers and directors in any year consists of two (2) primary components:

1. base salary; and 2. long-term incentives in the form of Options granted under the Stock Option Plan.

The Corporation believes that making a significant portion of the Named Executive Officers' and directors' compensation based on long-term incentives supports the Corporation's executive compensation philosophy, as these forms of compensation allow those most accountable for the Corporation's long-term success to acquire and hold the Corporation's shares. The key features of these two primary components of compensation are discussed below:

1. Base Salary

Base salary recognizes the value of an individual to the Corporation based on his or her role, skill, performance, contributions, leadership and potential. It is critical in attracting and retaining executive talent in the markets in which the Corporation competes for talent. Base salaries for the Named Executive Officers and directors are reviewed annually. Any change in the base salary of a Named Executive Officer or a director is generally determined by an assessment of such executive's performance, a consideration of competitive compensation levels in companies similar to the Corporation and a review of the performance of the Corporation as a whole and the role such executive officer played in such corporate performance.

2. Stock Option Awards

The Corporation provides long-term incentives to the Named Executive Officers and directors in the form of Options as part of its overall executive compensation strategy. The Board believes that Option grants serve the Corporation's executive compensation philosophy in several ways: they help attract, retain, and motivate talent; they align the interests of the Named Executive Officers and directors with those of the shareholders by linking a specific portion of the officer's total pay opportunity to share price; and they provide long-term accountability for Named Executive Officers and directors. The Corporation does not have any policies which permit or prohibit a Named Executive Officer or director to purchase financial instruments.

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Shareholders will be asked to pass an ordinary resolution to approve amendments to the Stock Option Plan as well as a new restricted share unit plan at the Meeting. See "Matters to be Considered at the Meeting".

Pension Disclosure

There are no pension plan benefits in place for the Named Executive Officers or the directors of the Corporation.

Securities Authorized for Issuance under Equity Compensation Plans

No option-based or share-based awards were granted, vested or earned during the year ended December 31, 2019.

The following table sets forth the securities of the Corporation that are authorized for issuance under the equity compensation plans as at December 31, 2019.

Notes:

(1) This figure is based on the total number of shares authorized under the Stock Option Plan, less the number of stock options outstanding as at the Corporation's year ended December 31, 2019.

AUDIT COMMITTEE

Under National Instrument 52-110 - Audit Committees ("NI 52-110"), the Corporation is required to include in this Management Information Circular the disclosure required under Form 52-110F2 with respect to the audit committee (the "Audit Committee") of the Board, including the composition of the Audit Committee, the text of the Audit Committee charter (attached hereto as Schedule "A"), and the fees paid to the external auditor. The Corporation is relying on the exemption provided in Section 6.1 of NI 52-110 as the Corporation is a "venture issuer". As a result, the Corporation is exempt from the requirements of Part 3 (Composition of Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

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Composition of the Audit Committee

The following are the current members of the Audit Committee:

Name	Independence(1)	Financial Literacy
Larry Klane	Independent	Financially Literate
Guy Gamzu	Independent	Financially Literate
Laurence Rose	Non-Independent	Financially Literate
Notes:
(1) The Corporation is a "venture issuer" for the purposes of NI 52-110. As such, the Corporation is exempt from the requirement to have the Audit Committee comprised entirely of independent members.

A majority of the members of the audit committee of the Corporation are not executive officers, employees or control persons of the Corporation or any of its affiliates.

Relevant Education and Experience

Larry Klane, Age 60 - Director

Larry Klane is an independent director, co-founder of an investment firm and prior CEO and business leader of an array of wholesale and retail financial services businesses globally. In addition to his executive experience, Mr. Klane has served on nine corporate boards-four public boards (two in the United States and two in Asia) and five private boards (two in the United States, two in Europe and one in Canada). Mr. Klane currently serves on the boards of Goldman Sachs Bank USA and Navient Corporation (Nasdaq: NAVI). Previously, Mr. Klane served as Chairman of the Board and CEO of Korea Exchange Bank and as a Director of Aozora Bank, publicly traded banks in Korea and Japan respectively. Prior to leading Korea Exchange Bank, Mr. Klane served as President of the Global Financial Services division of Capital One Financial Corporation. Mr. Klane joined Capital One in 2000 to help lead the company's transformation to a diversified financial services business. His responsibilities during his tenure included a broad range of consumer and business finance activities in the United States, Europe and Canada. He oversaw all merger and acquisition activities. Prior to Capital One, Mr. Klane was a Managing Director at Deutsche Bank and ran the Corporate Trust and Agency Services business acquired from Bankers Trust. Earlier in his career, Larry spent a decade in a variety of US and overseas consulting and strategy roles. Mr. Klane qualifies as a Qualified Financial Expert under SEC guidelines. In January 2014, Larry co-founded Pivot Investment Partners, a private investment firm focused on investing in a select set of high potential financial technology companies. Mr. Klane received his MBA from the Stanford Graduate School of Business and earned his undergraduate degree from Harvard College. In 2007, Mr. Klane was nominated by the President of the United States to sit on the Federal Reserve Board of Governors.

Guy Gamzu, Age 54 - Director

Guy Gamzu founded and has served as the Chairman of Cubit Investments Ltd., a privately owned investment company specializing in early stage venture finance since 1998 and serves as a director and chairman of a number of private technology companies.

Laurence Rose, Age 51 - Director

Laurence Rose serves as Chairman of Omega ATS Inc. and is President of private investment firm Matchpoint Financial Corp. Mr. Rose spent over eleven years at global investment bank Cantor Fitzgerald where his responsibilities included executive oversight of a number of business units, joint ventures, and investments. He served as Chairman, President and Chief Executive Officer of Cantor Fitzgerald Canada Corporation and Senior Managing Director of Cantor Fitzgerald & Co. Prior to joining Cantor Fitzgerald, Mr. Rose was founder and CEO of CollectiveBid Systems Inc. and its wholly-owned investment dealer subsidiary, CBID Markets Inc., which launched Canada's first Alternative Trading System (ATS). With over twenty-five years' experience in the capital markets and technology sectors, his professional experience also includes positions with RBC Dominion Securities Inc., Dow Jones Markets Inc. and Bridge Information Systems. Mr. Rose serves on a number of Boards of both corporate and non-profit organizations.

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Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial period was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial period has the Corporation relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Audit Committee Charter

The Audit Committee has adopted specific policies and procedures for the engagement of non- audit services as described in Schedule "A" attached hereto.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Corporation's external auditors for the financial year ended December 31, 2019 are approximately as follows:

Financial Period Ending	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees
December 31, 2019	$8,503	Nil	Nil	Nil
December 31, 2018	$8,500	Nil	Nil	Nil

Notes:

(1) "Audit Fees" includes fees for the performance of the annual audit and for accounting consultations on matters reflected in the financial statements.

(2) "Audit Related Fees" includes fees for assurance and related services, related to the performance of the review of the financial statements including "earn-in" audit work that are not reported under Audit Fees.

(3) "Tax Fees" includes the fees paid for tax compliance, tax planning and tax advice.

The Corporation is relying on the exemption provided in Section 6.1 of NI 52-110 as the Corporation is a "venture issuer".

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CORPORATE GOVERNANCE

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

(a) Independence of Members of Board

There are four directors on the Board, of which Larry Klane and Guy Gamzu are independent directors based upon the tests for independence set forth in National Instrument 52-110 - Audit Committees ("NI 52-110"). Tamir Poleg is not independent as he is a member of management of the Corporation. Laurence Rose is not independent because he was the former Chief Executive Officer and Chief Financial Officer of the Corporation prior to completion of the Qualifying Transaction.

(b) Management Supervision by Board

The Board has determined that the current constitution of the Board is appropriate for the Corporation's current stage of development. Independent supervision of management is accomplished through choosing management who demonstrate a high level of integrity and ability and having strong independent Board members.

(c) Participation of Directors in Other Reporting Issuers

The following directors of the Corporation presently hold directorships in other reporting issuers as set out below:

Name	Name of Reporting Issuer	Exchange	Position	From	To
Guy Gamzu	MediaMind Inc.	NASDAQ	Director	August 2010	March 2011
Larry Klane	Navient Corporation	NASDAQ	Director	May 2019	Present
	Verifone Systems	NYSE	Director	December 2017	August 2018

(d) Orientation and Continuing Education

While the Corporation does not have formal orientation and training programs, new Board members are provided with:

(a) information respecting the functioning of the Board, committees and copies of the Corporation's corporate governance policies;

(b) access to recent, publicly filed documents of the Corporation; and

(c) access to management.

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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 Corporation's records.

(e) Ethical Business Conduct

The Board views good corporate governance and ethical business conduct as an integral component to the success of the Corporation and to meet responsibilities to its shareholders. The Corporation has not yet adopted a Code of Conduct or taken formal steps to encourage or promote a culture of ethical business conduct.

(f) Nomination of Directors

The Board has responsibility for identifying potential Board candidates. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors.

(g) Compensation of Directors and the CEO and CFO

The Compensation Committee has the responsibility for determining compensation for the directors and senior management.

To determine compensation payable, the Compensation Committee reviews compensation paid to directors, CEOs and CFOs of companies of similar size and stage of development and determine an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Corporation. In setting the compensation, the Compensation Committee annually reviews the performance of the CEO and CFO in light of the Corporation's objectives and considers other factors that may have impacted the success of the Corporation in achieving its objectives.

(h) Board Committees

In addition to its Audit Committee, the Board has a Compensation Committee and Corporate Governance Committee. Larry Klane, Guy Gamzu and Laurence Rose serve on these committees.

(i) Corporate Governance Committee

The primary responsibilities of the Corporate Governance Committee are to serve as a nominating committee for directors and officers, recommend committee structures, review director independence and compensation and assist the Board in reviewing the performance of the Board and the Chief Executive Officer.

(j) Assessments

The Corporate Governance Committee annually, and at such other times as it deems appropriate, reviews the performance and effectiveness of the Board, the directors and its committees to determine whether changes in size, personnel or responsibilities are warranted. To assist in its review, the Board conducts informal surveys of its directors, and reports from the Audit Committee respecting its own effectiveness. As part of the assessments, the Board or the committee may review their respective mandate or charter and conduct reviews of applicable corporate policies.

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MATTERS TO BE CONSIDERED AT THE MEETING

To the knowledge of the Board, the only matters to be brought before the Meeting are set forth in the accompanying Notice of Meeting. These matters are described in more detail under the headings below.

 1) Financial Statements

The audited financial statements of the Corporation for the year ended December 31, 2019 and the auditor's report thereon will be received at the Meeting. The audited financial statements of the Corporation and the auditor's report were delivered to each shareholder which has formally requested a copy thereof as required pursuant to applicable laws and are available on SEDAR at www.sedar.com.

 2) Appointment of Auditors

On June 8, 2020, Smythe LLP ("Smythe"), the former auditors of the Corporation, resigned at the request of the Board of Directors. The Board of Directors appointed Brightman Almagor Zohar & Co. (a firm in the Deloitte Global Network) ("Brightman") as auditors of the Corporation effective June 8, 2020, to fill the vacancy created thereby. In accordance with the provisions of NI 51-102, copies of the Corporation's Notice of Change of Auditor and each of the letters provided by both Smythe and Brightman in response (collectively, the "Reporting Package", which was filed on SEDAR) are attached hereto as Schedule "B". The Reporting Package has been reviewed and approved by the Board of Directors of the Corporation. The audit report of Smythe on the financial statements for the financial year ended December 31, 2019 and the financial period ended December 31, 2018 did not contain any reservation.

At the Meeting, shareholders will be asked to pass an ordinary resolution appointing Brightman as auditors of the Corporation, to hold office until the close of the next annual meeting of shareholders, at such remuneration as may be fixed by the directors of the Corporation.

It is the intention of the persons named in the enclosed Proxy, if not expressly directed to the contrary in such Proxy, to vote such proxies FOR the appointment of Brightman Almagor Zohar & Co., (a firm in the Deloitte Global Network) as auditors of the Corporation, to hold office until the close of the next annual meeting of shareholders, at such remuneration as may be fixed by the directors of the Corporation.

 3) Election of Directors

The Board of Directors has fixed the number of directors to be elected at the Meeting at four (4). Under the by-laws of the Corporation, directors of the Corporation are elected annually. Each director will hold office until the next annual meeting or until the successor of such director is duly elected or appointed, unless such office is earlier vacated in accordance with the by-laws.

In the absence of a contrary instruction, the person(s) designated by management of the Corporation in the enclosed form of proxy intend to vote FOR the election as directors of the proposed nominees whose names are set forth below, each of whom has been a director since the date indicated below opposite the proposed nominee's name. Management does not contemplate that any of the proposed nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the Common Shares represented by properly executed proxies given in favour of such nominee(s) may be voted by the person(s) designated by management of the Corporation in the enclosed form of proxy, in their discretion, in favour of another nominee.

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The following table sets forth the name of each of the persons proposed to be nominated for election as a director of the Corporation, all positions and offices in the Corporation presently held by such nominees, the nominees' municipality and country of residence, principal occupation at the present time, the period during which the nominees have served as directors, and the number and percentage of Common Shares currently beneficially owned by the nominees, directly or indirectly, or over which control or direction is exercised.

Notes:

(1) Based on 141,337,580 Common Shares issued and outstanding as at the date hereof.

(2) Member of the Audit Committee.

(3) Comprised of 16,660,455 Common Shares held by Cubit Investments Ltd., a company beneficially owned by Mr. Gamzu and 1,260,375 Common Shares held by Mr. Gamzu personally.

(4) Held by Poom Holdings LLC, a company beneficially owned by Mr. Klane.

(5) Held by Matchpoint Capital Inc., a company beneficially owned by Mr. Rose.

Biographical information regarding the proposed directors is set out below.

Tamir Poleg, Age 44 - Chairman, Chief Executive Officer and Director

Tamir Poleg is the Co-Founder and CEO of Real Technology Broker Ltd. ("Real Technology") since it was founded in 2014. Prior to founding Real Technology, Mr. Poleg founded and served as the Chief Executive Officer of Optimum RE Investments - a real estate company focused on multi-family investments and operations. Prior to shifting to real estate, Mr. Poleg served in executive sales and business development positions with several technology companies, focusing on wireless infrastructure development and deployment across multiple continents. With over 15 years of real estate experience, including serving as a construction manager, and 9 years of technology company experience, Mr. Poleg is considered an expert in real estate technology and a member of Forbes Real Estate Council. Mr. Poleg holds a bachelor's degree in economics and several real estate related accreditations. Mr. Poleg is the sole director and officer of each of Real's subsidiaries.

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Larry Klane, Age 60 - Director

Larry Klane is an independent director, co-founder of an investment firm and prior CEO and business leader of an array of wholesale and retail financial services businesses globally. In addition to his executive experience, Mr. Klane has served on nine corporate boards-four public boards (two in the United States and two in Asia) and five private boards (two in the United States, two in Europe and one in Canada). Mr. Klane currently serves on the boards of Goldman Sachs Bank USA and Navient Corporation (Nasdaq: NAVI). Previously, Mr. Klane served as Chairman of the Board and CEO of Korea Exchange Bank and as a Director of Aozora Bank, publicly traded banks in Korea and Japan respectively. Prior to leading Korea Exchange Bank, Mr. Klane served as President of the Global Financial Services division of Capital One Financial Corporation. Mr. Klane joined Capital One in 2000 to help lead the company's transformation to a diversified financial services business. His responsibilities during his tenure included a broad range of consumer and business finance activities in the United States, Europe and Canada. He oversaw all merger and acquisition activities. Prior to Capital One, Mr. Klane was a Managing Director at Deutsche Bank and ran the Corporate Trust and Agency Services business acquired from Bankers Trust. Earlier in his career, Larry spent a decade in a variety of US and overseas consulting and strategy roles. Mr. Klane qualifies as a Qualified Financial Expert under SEC guidelines. In January 2014, Larry co-founded Pivot Investment Partners, a private investment firm focused on investing in a select set of high potential financial technology companies. Mr. Klane received his MBA from the Stanford Graduate School of Business and earned his undergraduate degree from Harvard College. In 2007, Mr. Klane was nominated by the President of the United States to sit on the Federal Reserve Board of Governors.

Guy Gamzu, Age 54 - Director

Guy Gamzu founded and has served as the Chairman of Cubit Investments Ltd., a privately owned investment company specializing in early stage venture finance since 1998 and serves as a director and chairman of a number of private technology companies.

Laurence Rose, Age 51 - Director

Laurence Rose serves as Chairman of Omega ATS Inc. and is President of private investment firm Matchpoint Financial Corp. Mr. Rose spent over eleven years at global investment bank Cantor Fitzgerald where his responsibilities included executive oversight of a number of business units, joint ventures, and investments. He served as Chairman, President and Chief Executive Officer of Cantor Fitzgerald Canada Corporation and Senior Managing Director of Cantor Fitzgerald & Co. Prior to joining Cantor Fitzgerald, Mr. Rose was founder and CEO of CollectiveBid Systems Inc. and its wholly-owned investment dealer subsidiary, CBID Markets Inc., which launched Canada's first Alternative Trading System (ATS). With over twenty-five years' experience in the capital markets and technology sectors, his professional experience also includes positions with RBC Dominion Securities Inc., Dow Jones Markets Inc. and Bridge Information Systems. Mr. Rose serves on a number of Boards of both corporate and non-profit organizations.

Corporate Cease Trade Orders or Bankruptcies

No person proposed to be nominated for election as a director at the Meeting is or has been, within the preceding ten years, a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

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(a) was the subject of a cease trade or similar order, or an order that denied such company access to any exemptions under applicable securities legislation that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or

(b) was the subject of a cease trade or similar order, or an order that denied such company access to any exemptions under applicable securities legislation that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

No person proposed to be nominated for election as a director at the Meeting is or has been, within the preceding ten years, a director or executive officer of any company (including the Corporation) 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.

No person proposed to be nominated for election as a director at the Meeting is or has, within the preceding ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or has 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 such person.

 4) Approval of the Stock Option Plan Amendments

The existing Stock Option Plan (the "Existing Stock Option Plan") is a "rolling" stock option plan under the policies of the TSXV, as under the Existing Stock Option Plan the Corporation is authorized to grant Options of up to 10% of its issued and outstanding Common Shares at the time of the stock option grant, from time to time. The purpose of the Existing Stock Option Plan is to advance the interests of the Corporation by encouraging the directors, officers, employees and consultants of the Corporation to acquire Common Shares, thereby increasing their proprietary interest in the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its business and affairs.

Under the terms of the Existing Stock Option Plan, a maximum of 14,133,758 Common Shares (representing approximately 10% of the currently outstanding Common Shares of the Corporation) are reserved for issuance. The Board and management is of the view that the Existing Stock Option Plan does not have enough Common Shares reserved for option grants to meet the Corporation's future needs in the short term. Accordingly, management believes that it is appropriate to amend the Existing Stock Option Plan from a "rolling" 10% plan to a "fixed" 20% plan. Under a fixed 20% plan, the maximum number of Common Shares issuable would be 28,267,516 Common Shares, which will represent approximately 20% of the Corporation's current issued and outstanding Common Shares.

In making the decision to seek Shareholder approval of the amendment to the Existing Stock Option Plan, management noted that the utilization of Options has been and will continue to be an important factor in attracting and keeping superior quality personnel. Management believes that, at this stage of the Corporation's growth and development, it is imperative that the Corporation have sufficient flexibility in its incentive arrangements to permit it to compete with other entities in its industry which utilize share incentive options in hiring and retaining key personnel.

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In light of the above, Shareholders are being requested to pass an ordinary resolution, the text of which is set forth below, approving an amended and restated stock option plan to change the Existing Stock Option Plan from a "rolling" 10% stock option plan to a "fixed" 20% stock option plan together with certain other amendments (the "Amended and Restated Stock Option Plan"). Under the Amended and Restated Stock Option Plan, as Options are granted, the number of Options available for future grants is reduced by an amount equal to the number of Options granted.

The following is a summary of the principal terms of the Amended and Restated Stock Option Plan and is qualified in its entirety by the full text of the Amended and Restated Stock Option Plan which is set out in Schedule "C" to this Management Information Circular. The Amended and Restated Stock Option Plan is administered by the Board, which has full and final authority with respect to the granting of all options thereunder subject to the requirements of the TSXV. Options may be granted under the Amended and Restated Stock Option Plan to such directors, officers, employees or consultants of the Corporation and its affiliates, if any, as the Board may from time to time designate. Under the policies of the TSXV, options granted under such a fixed plan are not required to have a vesting period, although the directors may continue to grant options with vesting periods, as the circumstances require. The Amended and Restated Stock Option Plan authorizes the Board to grant Options to the optionees (the "Optionee") on the following terms (capitalized terms not defined herein have the meaning ascribed to them in the Existing Stock Option Plan):

• If Options expire or otherwise terminate for any reason without having been exercised, the number of Common Shares in respect of the expired or terminated Options will again be available for the purposes of the Amended and Restated Stock Option Plan.

• The Amended and Restated Stock Option Plan may be terminated by the Board at any time, but such termination will not alter the terms or conditions of any options awarded prior to the date of such termination. Any Options outstanding when the Amended and Restated Stock Option Plan is terminated will remain in effect until they are exercised or expire or are otherwise terminated in accordance with the provisions of the Amended and Restated Stock Option Plan.

• The Amended and Restated Stock Option Plan provides that it is solely within the discretion of the Board to determine who should receive Options and in what amounts. The Board may issue a majority of the options to insiders of the Corporation. However, in no case will the issuance of common shares upon the exercise of Options granted under the Amended and Restated Stock Option Plan result in:
  
  i. The total number of Options awarded to any one individual in any twelve month period shall not exceed 5% of the issued and outstanding Shares of the Corporation at the Award Date (unless the Corporation has obtained disinterested shareholder approval);
  
  ii. The total number of Options awarded to any one Consultant for the Corporation shall not exceed 2% of the issued and outstanding Shares of the Corporation at the Award Date without consent being obtained from the Exchange; and
  
  iii. The total number of Options awarded to all persons employed by the Corporation who perform Investor Relations Activities for the Corporation shall not exceed 2% of the issued and outstanding Shares of the Corporation, in any twelve month period, calculated at the Award Date without consent being obtained from the Exchange.
  

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Options granted under the Amended Stock Option Plan will be for a term so fixed by the Board at the time the Option is awarded, provided that such date shall not exceed ten (10) years from the date of its grant (which is a change from a five (5) year term under the Existing Stock Option Plan). Unless the Corporation otherwise decides, in the event an Option Holder ceases to be a consultant or employee of the Corporation (other than by reason of death), vested options will expire on the 90^th day following the date the holder ceases to be an Employee (or on the 30^th day in the case of an Optionee who is engaged in investor relations activities). In the case that the Option Holder ceases to be such as a result of termination for cause, the Expiry Date shall be the date the Option Holder ceases to be an Employee of the Corporation.

The Exercise Price shall be that price per Share, as determined by the Board in its sole discretion, and announced as of the Award Date, at which an Option Holder may purchase a Share upon the exercise of an Option, provided that it shall not be less than the closing price of the Corporation's Shares traded through the facilities of the Exchange (or, if the Shares are no longer listed for trading on the Exchange, then such other exchange or quotation system on which the Shares are listed or quoted for trading) on the day preceding the Award Date, less any discount permitted by the Exchange, or such other price as may be required or permitted by the Exchange.

In no case will a stock option be exercisable at a price less than the minimum prescribed by each of the organized trading facilities or the applicable regulatory authorities that would apply to the award of the stock option in question.

Options may not be assigned or transferred, and all Option Certificates will be so legended, provided however that the Personal Representatives of an Option Holder may exercise the Option within the Exercise Period. Common shares will not be issued pursuant to Options granted under the Amended and Restated Stock Option Plan until they have been fully paid for.

Upon a Change of Control (as that term is defined in the Amended and Restated Stock Option Plan), the Board may require that an Option granted under the Plan may be exercised (whether or not such Option as vested) by the Optionee at any time up to an including the expiry time of the Option and the Board may require the acceleration of the time for exercise of the Option. Notwithstanding the foregoing, no acceleration of the vesting of Options held by Optionees performing Investor Relations Activities shall occur without the prior written consent of the Exchange.

In order to be effective, the Stock Option Plan Resolution requires the approval of not less than 50% of the votes cast by the disinterested Shareholders represented at the Meeting in person or by proxy. To the knowledge of the Corporation, a total of 38,188,099 Common Shares (being approximately 27.02% of the issued and outstanding Common Shares) are held by Shareholders who are considered insiders and to whom Stock Options may be granted, and the associates thereof, and will be excluded from voting on the Stock Option Plan Resolution.

If the Stock Option Plan Resolution is approved, the Board retains the power to revoke it at all times without any further approval by the Shareholders. The Board will only exercise such power in the event that it is, in its opinion, in the best interest of the Corporation. If the Stock Option Plan Resolution is not approved then the Existing Stock Option Plan will remain in force.

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At the Meeting, shareholders will be asked to pass an ordinary resolution approving the amendments to the Stock Option Plan (the "Stock Option Plan Resolution") in the following form:

"BE IT HEREBY RESOLVED as an ordinary resolution that

(1) subject to the approval of the TSX Venture Exchange, the Amended and Restated Stock Option Plan including the amendment from a 10% "rolling" plan to a 20% "fixed" plan, under which the maximum number of common shares of the Corporation ("Common Shares") reserved for issuance will be increased from 14,133,758 to 28,267,516 Common Shares, all of which such amendments are set out in an amended and restated stock option plan set out in Schedule "C" to this Management Information Circular is hereby approved;

(2) any director or officer of the Corporation be, and such director or officer of the Corporation hereby is, authorized, instructed and empowered, acting for, in the name of and on behalf of the Corporation, to execute and deliver or cause to be executed and delivered all such documents and instruments, and to do or to cause to be done all such other acts and things as in the opinion of such director or officer of the Corporation may be necessary or desirable in order to fulfill the intent of this resolution; and

(3) the board of directors of the Corporation, in its sole and complete discretion, may act upon this resolution to effect the adoption of the amended and restated Stock Option Plan, or if deemed appropriate and without any further approval from the shareholders of the Corporation, may choose not to act upon this resolution notwithstanding shareholder approval of the amended and restated Stock Option Plan and are authorized to revoke this resolution in their sole discretion."

(the "Stock Option Plan Resolution")

The Board has unanimously approved the amendments to the Stock Option Plan and recommends that shareholders vote FOR the Stock Option Plan Resolution.

In order to be effective, the Stock Option Plan Resolution must be approved by at least a majority of the votes cast by shareholders who vote in respect of the Stock Option Plan Resolution.

Unless the shareholder has specified in the enclosed Proxy that the common shares represented by such Proxy are to be voted against the Stock Option Plan Resolution, the persons named in the enclosed Proxy will vote FOR the Stock Option Plan Resolution.

 5) Approval of RSU Plan

The Stock Option Plan of the Corporation requires that the addition of a deferred or restricted share unit or any other provision which results in participants under the Stock Option Plan receiving securities while no cash consideration is received by the Corporation requires the approval of the Board of Directors, the TSX Venture Exchange ("TSXV") and the shareholders of the Corporation.

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At the Meeting, shareholders of the Corporation will be asked to consider and, if thought appropriate, pass an ordinary resolution in the form set out below, approving a new restricted share unit plan for the Corporation (the "RSU Plan").

A summary of the material terms of the RSU Plan is set forth below. The summary information is qualified in its entirety by the full text of the RSU Plan, a copy of which is attached as Schedule "D" to this Management Information Circular.

• Eligible Persons. The Board of Directors or a committee delegated by the Board of Directors under the RSU Plan (the "Committee") may grant RSUs to directors, officers, employees or consultants of the Corporation or a subsidiary of the Corporation (the "Participants"), other than persons performing Investor Relations Activities, provided that the Board, together with such individuals or companies, are responsible for ensuring and confirming that such person is a bona fide Participant.

• Fixed Plan. The RSU Plan is a fixed plan, such that the aggregate number of common shares that may be issued pursuant to the Plan shall not exceed 28,267,516 common shares, less the number of Shares issuable pursuant to all other security based compensation arrangements (including the Amended and Restated Stock Option Plan).

• Vesting. Each RSU will vest in such manner as determined by the Board of Directors or the Committee at the time of grant.

• Settlement of RSU's. On the Vesting Date, the Corporation at its sole and absolute discretion have the option of settling the RSUs in cash (if applicable), shares acquired by the Corporation on the TSXV or shares to be issued from the treasury of the Corporation.

• Limitations. The RSU Plan includes the following additional limitations: (i) the number of common shares reserved for issuance to any one Participant retained as a consultant to provide services to the Corporation or its subsidiaries under all security based compensation arrangements in any 12 month period shall not exceed 2% of the issued and outstanding common shares; (ii) the number of common shares reserved for issuance to any one Participant under all security based compensation arrangements in any 12 month period will not exceed 5% of the issued and outstanding common shares; (iii) unless the Corporation has received disinterested shareholder approval to do so, the number of common shares issuable to insiders, at any time, under all security based compensation arrangements, shall not exceed 10% of the issued and outstanding common shares; and (iv) unless the Corporation has received disinterested shareholder approval to do so the number of common shares issued to insiders, within any one year period, under all security based compensation arrangements, shall not exceed 10% of the issued and outstanding common shares.

• Ceasing to be a director, officer, employee or consultant. The RSU Plan provides that that if a Participant shall cease to be a director or officer of or be in the employ of, or a consultant or other Participant to, the Corporation or a subsidiary for any reason whatsoever including, without limitation, retirement, resignation or involuntary termination (with or without cause), as determined by the Board of Directors in its sole discretion, before all of the awards respecting RSUs credited to the Participant's account have vested or are forfeited pursuant to any other provision hereof, (i) such Participant shall cease to be a Participant as of the forfeiture date, (ii) the former Participant shall forfeit all unvested awards respecting RSUs credited to the Participant's account effective as at the forfeiture date, (iii) any award value corresponding to any vested RSUs remaining unpaid as of the forfeiture date shall be paid to the former Participant and (iv) the former Participant shall not be entitled to any further payment from the RSU Plan:

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• Change of control In the event of a Change of Control (as defined in the RSU Plan), the Board or the Committee shall have absolute discretion to determine if all issued and outstanding RSUs shall vest (whether or not then vested) upon the Change of Control and the vesting date shall be the date which is immediately prior to the time such Change of Control takes place, or at such earlier time as may be established by the Board of Directors or the Committee, in its absolute discretion, prior to the time such Change of Control takes place.

• Transferability. Except as required by law, the rights of a Participant hereunder are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant.

• Amendments The Board of Directors may amend the RSU Plan in any way, or discontinue the RSU Plan altogether, and may amend, in any way, any RSU granted under the RSU Plan at any time without the consent of a Participant, provided that such amendment shall not adversely alter or impair any RSU previously granted under the RSU Plan or any related RSU agreement, except as otherwise permitted under the RSU Plan. In addition, the Board of Directors may, by resolution, make any amendment to the RSU Plan or any RSU granted under it (together with any related RSU agreement) without shareholder approval, provided however, that the Board will not be entitled to amend the RSU Plan or any RSU granted under it without shareholder (disinterested shareholder approval if applicable) and, if applicable, TSXV approval, in order to: (i) increase the maximum number of shares issuable pursuant to the RSU Plan; (ii) cancel an RSU and subsequently issue to the holder of such RSU a new RSU in replacement thereof; (iii) extend the term of an RSU, but not beyond the Expiry Date; (iv) permit the assignment or transfer of an RSU other than as provided for in the RSU Plan; (v) add to the categories of persons eligible to participate in this Plan; or (vi) in any other circumstances where TSXV and shareholder approval is required by the TSXV. Any renewal of this plan will be subject to disinterested shareholder approval, and TSXV approval as applicable.

In order to be effective, the RSU Plan Resolution requires the approval of not less than 50% of the votes cast by the disinterested Shareholders represented at the Meeting in person or by proxy. To the knowledge of the Corporation, a total of 38,188,099 Common Shares (being approximately 27.02% of the issued and outstanding Common Shares) are held by Shareholders who are considered insiders and to whom RSUs may be granted, and the associates thereof, and will be excluded from voting on the RSU Plan Resolution.

At the Meeting, shareholders will be asked to pass an ordinary resolution approving the RSU Plan (the "RSU Plan Resolution") in the following form:

"BE IT HEREBY RESOLVED as an ordinary resolution that

(1) The Corporation's restricted share unit plan in the form attached as Schedule "D" of the Management Information Circular be approved;

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(2) The Board of Directors be authorized on behalf of the Corporation to make any amendments to the form of restricted share unit plan presented hereunder as may be required by the regulatory authorities, without further approval of the shareholders of the Corporation, in order to ensure adoption of the restricted share unit plan; and

(3) Any director or officer of the Corporation is authorized and directed to do or to cause to be done all such other acts and things as in the opinion of such director or officer of the Corporation may be necessary or desirable in order to fulfill the intent of this resolution."

 (the "RSU Plan Resolution")

The Board has unanimously approved the RSU Plan and recommends that shareholders vote FOR the RSU Plan Resolution.

In order to be effective, the RSU Plan Resolution must be approved by at least a majority of the votes cast by shareholders who vote in respect of the RSU Plan Resolution.

Unless the shareholder has specified in the enclosed Proxy that the common shares represented by such Proxy are to be voted against the RSU Plan Resolution, the persons named in the enclosed Proxy will vote FOR the RSU Plan Resolution.

ADDITIONAL INFORMATION

Additional information about the Corporation is located on SEDAR at www.sedar.com. Financial information is provided in the Corporation's financial statements and Management's Discussion and Analysis ("MD&A") for the financial year ended December 31, 2019, which were filed on SEDAR on February 18, 2020.

Under National Instrument 51-102 Continuous Disclosure Obligations, any person or company who wishes to receive interim financial statements from the Corporation may deliver a written request for such material to the Corporation or the Corporation's agent, together with a signed statement that the persons or company is the owner of securities of the Corporation. Shareholders who wish to receive interim financial statements are encouraged to send the enclosed mail card, together with the completed Proxy, in the addressed envelope provided, to the Corporation's registrar and transfer agent, Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1. The Corporation will maintain a supplemental mailing list of persons or companies wishing to receive interim financial statements.

Shareholders may contact the Corporation to request copies of the financial statements and MD&A by writing to the Corporation's CFO, Gus Patel, at the following address:

THE REAL BROKERAGE INC.
133 Richmond Street West, Suite 302
Toronto, Ontario
M5H 2L3

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DIRECTORS APPROVAL

The contents of this Management Information Circular and the sending thereof to the Shareholders of the Corporation have been approved by the Board.

Dated July 16, 2020

	(signed) "Tamir Poleg"
	Tamir Poleg Chief Executive Officer

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SCHEDULE "A"

THE REAL BROKERAGE INC. (THE "CORPORATION") AUDIT COMMITTEE CHARTER

(a) Mandate

The primary function of the Audit Committee is to assist the 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 Audit Committee will encourage continuous improvement of, and should foster adherence to, the Corporation's policies, procedures and practices at all levels. The Audit Committee's primary duties and responsibilities are to:

(i) Serve as an independent and objective party to monitor the Corporation's financial reporting and internal control system and review the Corporation's financial statements.

(ii) Review and appraise the performance of the Corporation's external auditors.

(iii) Provide an open avenue of communication among the Corporation's auditors, financial and senior management and the Board.

(b) Composition

The Audit Committee shall be comprised of three directors as determined by the Board, the majority of whom shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Audit Committee.

At least one member of the Audit Committee shall have accounting or related financial management expertise. All members of the Audit Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Audit Committee's 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 Audit Committee shall be elected by the Board at its first meeting following the annual shareholders' meeting. Unless a Chair is elected by the full Board, the members of the Audit Committee may designate a Chair by a majority vote of the full Audit Committee membership.

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(c) Meetings

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

(d) Responsibilities and Duties

(i) Documents/Reports Review

 To fulfill its responsibilities and duties, the Audit Committee shall:

(A) Review and update this Charter annually.

(B) Review the Corporation's financial statements, MD&A, any annual and interim earnings and 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.

(ii) External Auditors

(A) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board and the Audit Committee as representatives of the shareholders of the Corporation.

(B) Obtain annually, a formal written statement of the external auditors setting forth all relationships between the external auditors and the Corporation, consistent with Independence Standards Board Standard 1.

(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 each meeting of the Audit Committee, 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.

(G) Review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation.

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(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 auditor. The pre-approval requirement is waived with respect to the provision of non-audit services provided;

(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 auditor 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 Audit Committee and approved, prior to the completion of the audit, by the Audit Committee or by one or more members of the Audit Committee to whom authority to grant such approvals has been delegated by the Audit Committee.

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

(e) Financial Reporting Processes

(i) In consultation with the external auditor, review with management the integrity of the Corporation's financial reporting process, both internal and external.

(ii) Consider the external auditors' judgments about the quality and appropriateness of the Corporation's accounting principles as applied in its financial reporting.

(iii) Consider and approve, if appropriate, changes to the Corporation's auditing and accounting principles and practices as suggested by the external auditor and management.

(iv) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditor as to appropriateness of such judgments.

(v) Following completion of the annual audit, review separately with management and the external auditor any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

(vi) Review any significant disagreement among management and the external auditor in connection with the preparation of the financial statements.

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(vii) Review with the external auditor and management the extent to which changes and improvements in financial or accounting practices have been implemented.

(viii) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

(ix) Review the certification process.

(x) Establish a procedure for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

(f) Other

Review any related-party transactions.

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 SCHEDULE "B"

THE REAL BROKERAGE INC.
NOTICE OF CHANGE OF AUDITOR

TO: Smythe LLP

AND TO: Brightman Almagor Zohar & Co.

AND TO: British Columbia Securities Commission
 Alberta Securities Commission
 Ontario Securities Commission
 TSX Venture Exchange

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The Real Brokerage Inc. (formerly ADL Ventures Inc.) (the "Company") gives the following notice in accordance with 4.11 of National Instrument 51-102 - Continuous Disclosure Obligations (NI 51-102):

1. The Company has decided to change its auditor from Smythe LLP (the "Former Auditor") to Brightman Almagor Zohar & Co. (the "Successor Auditor"). Consequently, on June 8, 2020, the Company asked the Former Auditor to resign. The Former Auditor submitted their resignation effective June 5, 2020. Pursuant to the Business Corporations Act (British Columbia), the directors are entitled to fill any casual vacancy in the office of the new auditor. The Successor Auditor has agreed to its appointment as the Company's new auditor.

2. The Former Auditor resigned at the Company's request.

3. The making of the Company's request for the Former Auditor to resign as auditor of the Company and the appointment of the Successor Auditor as auditor of the Company, were considered and approved by the Audit Committee of the Board of Directors of the Company and also by the Board of the Directors of the Company.

4. There were no modified opinions in the Former Auditor's reports in connection with the audits of the Company's fiscal year ended December 31, 2019 and fiscal period ended December 31, 2018. There have been no further audits of financial statements subsequent to the Company's most recently completed fiscal year and ending on the date of the Former Auditor's resignation.

5. There are no "reportable events", as defined in NI 51-102.

DATED as of this 8^th day of June, 2020.

		THE REAL BROKERAGE INC. (FORMERLY ADL VENTURES INC.)
		/s/ "Tamir Poleg"
	Name:  Title:	Tamir Poleg Chief Executive Officer

 

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June 9, 2020

TSX Venture Exchange
British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission

Dear Sirs:

Re: The Real Brokerage Inc. (formerly ADL Ventures Inc.) (the "Company") Change of Auditor

 

We are writing in accordance with Section 4.11(5)(a) of National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102"). We wish to confirm that we have read the Notice of Change of Auditor of the Company dated June 8, 2020 and that based on our current knowledge we are in agreement with the information contained in such Notice.

Yours very truly,

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TSX Venture Exchange
British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission

Dear Sirs:

Re: The Real Brokerage Inc. (formerly  ADL Ventures Inc.) (the "Company") Change of Auditor

We are writing in accordance with Section 4.11(5)(a) of National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102"). We wish to confirm that we have read the Notice of Change of Auditor of the Company dated June 8, 2020 and that based on our current knowledge we are in agreement with the information contained in such Notice.

Yours very truly,

Brightman Almagor Zohar & Co.
Certified Public Accountants

A Firm in the Deloitte Global Network

Tel Aviv, Israel
June 9, 2020

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SCHEDULE "C"

THE REAL BROKERAGE INC.
AMENDED AND RESTATED STOCK OPTION PLAN

 

 

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THE REAL BROKERAGE INC.
AMENDED AND RESTATED STOCK OPTION PLAN

1. Purpose of the Plan

1.1 The purpose of the Plan is to give to Eligible Persons the opportunity to participate in the success of the Corporation by granting to such individuals Options to acquire common shares of the Corporation in accordance with the terms of the Plan, thereby giving such Eligible Persons an ongoing proprietary interest in the Corporation.

2. Defined Terms

Where used herein, the following terms shall have the following meanings:

2.1 "BCSA" means the Securities Act, R.S.B.C. 1996, c. 418.

2.2 "Blackout Period" means a period of time during which the Optionee cannot exercise an Option, or sell the Shares issuable pursuant to an exercise of Options, due to applicable policies of the Corporation in respect of insider trading.

2.3 "Board" means the board of directors of the Corporation, or, if established and duly authorized to act with respect to this Plan, any committee of the board of directors of the Corporation.

2.4 "Broker" has the meaning specified in Section 11.1.

2.5 "Change of Control Event" has the meaning specified in Section 9.1.

2.6 "Company" means, unless specifically indicated otherwise, a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.

2.7 "Consultant" has the meaning specified in the Exchange Manual.

2.8 "Corporation" means The Real Brokerage Inc. and its successors.

2.9 "Disability" means any disability with respect to an Optionee which the Board, in its sole and unfettered discretion, considers likely to permanently prevent the Optionee from:

(a) being employed or engaged by the Corporation or its Subsidiaries 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.

2.10 "Eligible Person" means a bona fide:

(a) director, senior officer, or Employee of the Corporation or any of its Subsidiaries;

(b) a Company that is wholly-owned by any of the foregoing; or

(c) a Consultant.

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2.11 "Employee" has the meaning specified in the Exchange Manual.

2.12 "Event of Termination" has the meaning specified in Section 6.2.

2.13 "Exchange" means the TSX Venture Exchange, or, if any time the Shares are not listed for trading on such exchange, any other stock exchange (including the Toronto Stock Exchange) on which the Shares are then listed and posted for trading from time to time as may be designated by the Board.

2.14 "Exchange Manual" means the Corporate Finance Manual of the Exchange.

2.15 "Expiry Time" means, with respect to any Option, the close of business on the date upon which such Option expires.

2.16 "Insider" has the meaning specified in the Exchange Manual.

2.17 "Investor Relations Activities" has the meaning specified in the Exchange Manual.

2.18 "Market Price" means the last closing price of the Shares on the Exchange prior to the grant of an Option.

2.19 "Option" means an option to purchase Shares granted to an Eligible Person under the Plan.

2.20 "Option Price" means the price per Share at which Optioned Shares may be purchased under an Option, as the same may be adjusted from time to time in accordance with Article 8.

2.21 "Optioned Shares" means the Shares issuable pursuant to an exercise of Options.

2.22 "Optionee" means an Eligible Person to whom an Option has been granted and who continues to hold such Option.

2.23 "Plan" means this stock option plan of the Corporation, as the same may be amended from time to time.

2.24 "Shares" means the common shares of the Corporation.

2.25 "Subsidiary" means any corporation which is a subsidiary, as such term is defined in Subsection 1(4) of the BCSA.

2.26 "Withholding Obligations" has the meaning specified in Section 11.1.

3. Administration of the Plan

3.1 The Plan shall be administered by the Board.

3.2 The Board shall have the power, where consistent with the general purpose and intent of the Plan and subject to the specific provisions of the Plan to:

(a) establish policies and to adopt rules and regulations for carrying out the purposes, provisions and administration of the Plan;

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(b) interpret and construe the Plan and to determine all questions arising out of the Plan or any Option, and any such interpretation, construction or determination made by the Board shall be final, binding and conclusive for all purposes;

(c) determine the number of Optioned Shares issuable on the exercise of each Option, the Option Price thereunder and the time or times when the Options will be granted, exercisable and expire;

(d) determine if the Optioned Shares which are issuable on the exercise of an Option will be subject to any restrictions upon the exercise of such Option; and

(e) prescribe the form of the instruments relating to the grant, exercise and other terms of Options.

3.3 A member of the Board may be entitled to participate in the Plan only if such member does not participate in any manner whatsoever in the granting of any Options to, the terms and conditions of, or any other determinations made with respect to, such member of the Board or to such Option.

3.4 The Board may, in its discretion, require as conditions to the grant or exercise of any Option that the Optionee shall have, among other things:

(a) represented, warranted and agreed in form and substance satisfactory to the Corporation that such Optionee is acquiring and will acquire such Option and the Optioned Shares for such Optionee's own account, and not with a view to or in connection with any distribution or resale, that such Optionee has had access to such information as is necessary to enable such Optionee to evaluate the merits and risks of such investment and that such Optionee is able to bear the economic risk of investing in the Shares;

(b) agreed to restrictions on transfer in form and substance satisfactory to the Corporation and to an endorsement on any option agreement or certificate representing the Shares making appropriate reference to such restrictions; and

(c) agreed to indemnify the Corporation in connection with the foregoing.

4. Shares Subject to the Plan

4.1 Subject to Article 8, the maximum number of Shares with respect to which Options may be granted from time to time pursuant to the Plan shall not exceed 28,267,516 (being 20% of the Corporation's outstanding Shares as at July 16, 2020), less the number of Shares issuable pursuant to all other Security Based Compensation Agreements.

4.2 If any Option is terminated, cancelled or has expired without being fully exercised, any unissued Shares which have been reserved to be issued upon the exercise of the Option shall become available to be issued upon the exercise of Options subsequently granted under the Plan.

5. Eligibility, Grant and Terms of Options

5.1 Options may be granted to any Eligible Person in accordance with Section 5.2.

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5.2 Options may be granted by the Corporation pursuant to the recommendations of a committee of the Board from time to time provided and to the extent that such decisions are approved by the Board.

5.3 Subject to any adjustments pursuant to the provisions of Article 8 hereof, the Option Price of any Option shall in no circumstances be lower than the Market Price. If, as and when any Shares have been duly purchased and paid for under the terms of an Option, such Optioned Shares shall be conclusively deemed to be allotted and issued as fully paid and non-assessable Shares at the price paid therefor.

5.4 The term of an Option shall not exceed 10 years from the date of the grant of the Option.

5.5 No Options shall be granted to any Optionee if such grant could result, at any time, in:

(a) the issuance to any one individual, within a one-year period, of a number of Shares exceeding 5% of the issued and outstanding Shares;

(b) the issuance to any one Consultant, in any 12 month period, of a number of Shares exceeding 2% of the issued and outstanding Shares; and

(c) the issuance to Employees conducting Investor Relations Activities, in any 12 month period, of an aggregate number of Shares exceeding 2% of the issued and outstanding Shares;

unless permitted otherwise by the Exchange.

5.6 With respect to any Options granted to Employees or Consultants, the Corporation represents that that the Optionee is a bona fide Employee or Consultant, as applicable.

5.7 An Option shall vest and may be exercised (in each case to the nearest full Share) in whole or in part at any time during the term of such Option after the date of the grant as determined by the resolution of the Board granting the Option. No fractional Shares may be purchased or issued under the Plan. Notwithstanding the foregoing, in accordance with the Exchange Manual, and subject to their approval to the contrary, Options granted to Optionees performing Investor Relations Activities must vest (and not otherwise be exercisable) in stages over a minimum of 12 months with no more than ¼ of the Options vesting in any three-month period.

5.8 Notwithstanding anything else contained in this Plan, if an Option expires during or within 10 business days of a Blackout Period applicable to the relevant Optionee, then the expiration date for that Option shall be the date that is the 11^th business day after the expiry date of the Blackout Period. This section applies to all Options outstanding under this Plan.

6. Termination of Employment

6.1 Subject to Sections 6.2 and 6.3 hereof and to any express resolution passed by the Board with respect to an Option, an Option, vested or unvested, and all rights to purchase Optioned Shares pursuant thereto shall expire and terminate immediately upon the Optionee ceasing to be an Eligible Person, provided that:

(a) in the case of termination of employment without cause, such Option and all rights to purchase Optioned Shares in respect thereof shall expire and terminate:

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(i) in the case of an Optionee who is an Eligible Person, 90 days following notice of termination of employment or on the Expiry Time, whichever is earlier; and

(ii) in the case of an Optionee who is engaged in Investor Relations Activities, 30 days following notice of termination to provide such Investor Relation Activities or on the Expiry Time, whichever is earlier.

(b) in the case of termination for cause, such Option and all rights to purchase Optioned Shares in respect thereof shall expire and terminate on the date of such termination shall be cancelled as of that date or on the Expiry Time, whichever is earlier.

6.2 If, before the Expiry Time of an Option, an Optionee shall cease to be an Eligible Person (an "Event of Termination") as a result of the Optionee's Disability, then the Board, at its discretion, may allow the Optionee to exercise any vested Options to the extent that the Optionee was entitled to do so at the time of such Event of Termination, at any time up to and including, but not after, a date 12 months following the date of such Event of Termination or on the Expiry Time, whichever is earlier.

6.3 If an Optionee dies before the Expiry Time of an Option, the Optionee's legal representative(s) may, subject to the terms of the Option and the Plan, exercise any vested Options to the extent that the Optionee was entitled to do so at the date of the Optionee's death at any time up to and including, but not after, a date 12 months following the date of the Optionee's death or on the Expiry Time, whichever is earlier.

6.4 For greater certainty, Options shall not be affected by any change of employment of the Optionee or by the Optionee ceasing to be a director, senior officer or Employee of the Corporation or any of its Subsidiaries provided that the Optionee continues to be an Eligible Person.

6.5 If the Optionee is a Company that is wholly owned by an Eligible Person, the references to the Optionee in this Article 6 shall be deemed to refer to the Eligible Person associated with such Company.

6.6 Notwithstanding anything contained in this Article 6, the Board may when granting an Option to a Consultant impose specific rules respecting the cessation of participation of such Consultant, which rules may vary from, and shall supersede, those contained in this Article 6.

7. Exercise of Options

7.1 Subject to the provisions of the Plan, an Option may be exercised from time to time by delivery to the Corporation at its principal office in Toronto, Ontario of a written notice of exercise (substantially in the form attached hereto as Schedule B) specifying the number of Optioned Shares with respect to which the Option is being exercised and accompanied by payment in full, by cash or cheque, of the Option Price of the Shares then being purchased and, if required by the Corporation, the amount necessary to satisfy any applicable Withholding Obligations. The Optioned Shares so purchased shall be issued and delivered to the Optionee within a reasonable time following the receipt of such notice and payment. The transfer and delivery of any Optioned Shares issued upon exercise of any Option shall be effected according to the procedures established by the transfer agent of the Corporation for the transfer and delivery of the Shares.

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7.2 In addition to any resale restrictions under the BCSA or other applicable legislation, all Options granted under this Plan where the exercise price is less than the Market Price and all Optioned Shares issued on the exercise of such Options (before the expiry of the hold period) will be subject to a four-month Exchange hold period from the date the Options are granted, and the option agreements and the certificates representing such Shares will bear the following legend:

"Without prior written approval of TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [insert date that is four months and a day after the date of issuance of the Options]."

7.3 Notwithstanding any of the provisions contained in the Plan or in any Option, the Corporation's obligation to issue Shares to an Optionee pursuant to the exercise of any Option shall be subject to:

(a) completion of such registration or other qualification of such Shares or obtaining approval of such governmental or regulatory authority as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof;

(b) the admission of such Shares to listing on the Exchange;

(c) the receipt from the Optionee of such representations, warranties, agreements and undertakings, as the Corporation or its counsel determines to be necessary or advisable; and

(d) the satisfaction of any conditions on exercise, including those prescribed under Section 3.4.

7.4 No member of the Board shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Options granted under it.

Options shall be evidenced by a share option agreement, instrument or certificate in such form not inconsistent with this Plan as the Board may from time to time determines provided for under Subsection 3.2(e) (substantially in the form attached hereto as Schedule A).

8. Certain Adjustments

8.1 In the event of any reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering or any other corporate change involving a change to the Shares at any time after the grant of any Option to any Optionee and prior to the expiration of the term of such Option, the Corporation shall deliver to such Optionee at the time of any subsequent exercise of his or her Option in accordance with the terms hereof, in lieu of the number of Optioned Shares to which he or she was entitled upon such exercise, but for the same aggregate consideration therefore, such number of Optioned Shares as such Optionee would have held as a result of such change if on the record date thereof the Optionee had been the registered holder of the number of Optioned Shares to which he was previously entitled upon such exercise.

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8.2 In the event the Corporation should declare and pay a special cash dividend or other distribution out of the ordinary course, a special dividend in specie on the Shares, or a stock dividend other than in the ordinary course, the Option Price of all Options outstanding on the record date of such dividend or other distribution shall be reduced by an amount equal to the cash payment or other distribution or the fair market value of the dividend in specie or stock dividend or other distribution, as determined by the Board in its sole discretion but subject to all necessary regulatory approvals.

9. Change of Control Event

9.1 If at any time when an Option granted under this Plan remains unexercised with respect to any Shares and:

(a) a bona fide offer to purchase all of the issued Shares of the Corporation is made by a third party;

(b) the Corporation proposes to sell all or substantially all of its assets and undertakings;

(c) the Corporation proposes to merge, amalgamate or be absorbed by or into any other corporation (save and except for a Subsidiary) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of the corporate existence of the Corporation;

(d) the Corporation proposes an arrangement as a result of which all of the outstanding Shares of the Corporation would be acquired by a third party; or

(e) any other form of transaction is proposed which the majority of the Board determines is reasonably likely to have similar effect any of the foregoing (each a "Change of Control Event"),

(f) then upon completion of any of the foregoing transactions, the Board may require that an Option granted under this Plan may be exercised (whether or not such Option has vested), as to all or any of the Optioned Shares in respect of which such Option has not previously been exercised, by the Optionee at any time up to and including (but not after) the Expiry Time of the Option; and

(g) the Corporation may, require the acceleration of the time for the exercise of the said Option and of the time for the fulfillment of any conditions or restrictions on such exercise, and all such changes shall be final and binding on all Options granted under this Plan.

9.2 Upon completion of any of the transactions referred to in Section 9.1, an Optionee who thereafter shall exercise an Option granted under this Plan shall accept in lieu of the number of Optioned Shares to which such Optionee was entitled upon such exercise, the aggregate number of shares, other securities or other property which such Optionee would have been entitled to receive as a result of such transaction if, on the effective date, the Optionee had been the registered holder of the number of Shares to which such Optionee was entitled to upon exercise, except that if the Corporation is not able to procure compliance with this provision by the issuer or payee of the shares, securities or other property then the Optionee shall accept the Optioned Shares that the Optionee would be entitled to receive on exercise of the Option.

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9.3 For greater certainty, and notwithstanding anything else to the contrary contained in this Plan, the Board shall have the power, in its sole discretion, in any Change of Control Event which may or has occurred, to make such arrangements as it shall deem appropriate for the exercise of outstanding Options including, without limitation, to modify the terms of this Plan and/or the Options, to amend or accelerate the vesting of any Option, to permit the exercise of any or all remaining Options prior to or in conjunction with completion of such transaction provided that, no acceleration of the vesting of Options held by Optionees performing Investor Relations Activities shall occur without the prior written consent of the Exchange. If the Board shall exercise such power, the Options shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Optionee at any time or from time to time as determined by the Board prior to or in conjunction with completion of such transaction.

10. Amendment or Discontinuance of the Plan

10.1 The Board may suspend or terminate the Plan at any time, or from time to time amend the terms of the Plan or of any Option granted under the Plan and any stock option agreement relating thereto, provided that any such suspension, termination or amendment:

(a) complies with applicable law and the requirements of the Exchange, including applicable requirements relating to requisite shareholder approval and prior approval of the Exchange or any other relevant regulatory body;

(b) is, in the case of an amendment that materially adversely affects the rights of any Optionee, made with consent of such Optionee; and

(c) is, in the case of any reduction in the Option Price of Options held by Optionees that are Insiders at the time of the proposed reduction, subject to approval by disinterested shareholders of the Corporation in accordance with the Exchange Manual.

10.2 If the Plan is terminated, the provisions of the Plan and any administrative guidelines and other rules and regulations adopted by the Board and in force on the date of termination will continue in effect as long as any Option or any rights pursuant thereto remain outstanding and, notwithstanding the termination of the Plan, the Board will remain able to make such amendments to the Plan or the Options as they would have been entitled to make if the Plan were still in effect.

10.3 No amendment, suspension or discontinuance of the Plan may contravene the requirements of the Exchange or any securities commission or regulatory body to which the Plan or the Corporation is now or may hereafter be subject.

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11. Withholding Obligations

11.1 The Corporation may withhold from any amount payable to an Optionee, either under the Plan or otherwise, such amounts as are required by law to be withheld or deducted as a consequence of his or her exercise of Options or other participation in this Plan ("Withholding Obligations"). The Corporation shall have the right, in its discretion, to satisfy any Withholding Obligations by:

(a) selling or causing to be sold, on behalf of any Optionee, such number of Shares issued to the Optionee on the exercise of Options as is sufficient to fund the Withholding Obligations;

(b) retaining the amount necessary to satisfy the Withholding Obligations from any amount which would otherwise be delivered, provided or paid to the Optionee by the Corporation, whether under this Plan or otherwise;

(c) requiring the Optionee, as a condition of exercise under Article 3 to (i) remit the amount of any such Withholding Obligations to the Corporation in advance; (ii) reimburse the Corporation for any such Withholding Obligations; or (iii) cause a Broker who sells Shares acquired by the Optionee on behalf of the Optionee to withhold from the proceeds realized from such sale the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Corporation; and/or

(d) making such other arrangements as the Corporation may reasonably require.

The sale of Shares by the Corporation, or by a broker engaged by the Corporation (the "Broker"), under clause 11.1 above will be made on the Exchange. The Optionee consents to such sale and grants to the Corporation an irrevocable power of attorney to effect the sale of such Shares on his or her behalf and acknowledges and agrees that (i) the number of Shares sold shall, at a minimum, be sufficient to fund with Withholding Obligations net of all selling costs, which costs are the responsibility of the Optionee and which the Optionee hereby authorizes to be deducted from the proceeds of such sale; (ii) in effecting the sale of any such shares, the Corporation or the Broker will exercise its sole judgement as to the timing and the manner of sale and will not be obligated to seek or obtain a minimum price; and (iii) neither the Corporation nor the Broker will be liable for any loss arising out of any sale of such Shares including any loss relating to the pricing, manner or timing of such sales or any delay in transferring any Shares to an Optionee or otherwise. The Optionee further acknowledges that the sale price of Shares will fluctuate with the market price of the Corporation's Shares and no assurance can be given that any particular price will be received upon any sale.

12. Miscellaneous Provisions

12.1 The operation of this Plan and the issuance and exercise of all Options and Optioned Shares contemplated by this Plan are subject to compliance with all applicable laws, and all rules and requirements of the Exchange.

12.2 As a condition of participating in the Plan, each Optionee agrees to comply with all applicable law and the requirements of the Exchange, and to fully cooperate with the Corporation in doing all such things, including executing and delivering all such agreements, undertakings or other documents or furnishing all such information as is reasonably necessary to facilitate compliance with such laws, rules and requirements, including all Withholding Obligations.

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12.3 Participation in the Plan is voluntary and does not constitute a condition of employment or continued employment or service. An Optionee shall not have any rights as a shareholder of the Corporation with respect to any of the Optioned Shares underlying any Option until the date of issuance of a certificate for Shares upon the exercise of such Option, in full or in part, and then only with respect to the Shares represented by such certificate or certificates. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate is issued.

12.4 Nothing in the Plan or any Option shall confer upon an Optionee any right to continue or be re-elected as a director of the Corporation or any right to continue in the employ or engagement of the Corporation or any Subsidiary, or affect in any way the right of the Corporation or any Subsidiary to terminate his or her employment or engagement at any time; nor shall anything in the Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any Subsidiary to extend the employment or engagement of any Optionee beyond the time which he or she would normally be retired pursuant to the provisions of any present or future retirement plan of the Corporation or any Subsidiary or any present or future retirement policy of the Corporation or any Subsidiary, or beyond the time at which he or she would otherwise be retired pursuant to the provisions of any contract of employment with the Corporation or any Subsidiary.

12.5 An Option shall be personal to the Optionee and shall be non-assignable and non- transferable (whether by operation of law or otherwise), except as provided for herein. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of an Option contrary to the provisions of the Plan, or upon the levy of any attachment or similar process upon an Option, the Option shall, at the election of the Corporation, cease and terminate and be of no further force or effect whatsoever. Notwithstanding the above, if the Optionee is a Company that is wholly-owned by an Eligible Person, the Option may be transferred or assigned between the Optionee and the Eligible Person associated with the Optionee.

12.6 The Plan (including any amendment to the Plan), the terms of the issue or grant of any Option under the Plan, the grant and exercise of Options hereunder, and the Corporation's obligation to sell and deliver Optioned Shares upon the exercise of Options, shall be subject to all applicable law and the requirements of the Exchange, and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel to the Corporation, be necessary or advisable. The Corporation shall not be obliged by any provision of the Plan or the grant of any Option hereunder to issue or sell Shares in violation of such laws, rules and regulations or any condition of such approvals.

12.7 The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

12.8 This Plan shall be effective as of August 20, 2020.

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SCHEDULE A

THE REAL BROKERAGE INC.
STOCK OPTION AGREEMENT

OPTION AGREEMENT made the_________day of___________________, 2020

B E T W E E N:

The Real Brokerage Inc., a corporation incorporated under the laws of the Province of British Columbia, (hereinafter called the "Corporation")

- and -

(Name)
(Address)

 

(hereinafter called the "Optionee")

 WHEREAS the Corporation has established the Stock Option Plan (the "Plan") for Eligible Persons;

 AND WHEREAS the Optionee is an "Eligible Person" under the Plan and the board of directors of the Corporation has authorized the granting by the Corporation of an option to the Optionee pursuant to and in accordance with the provisions of the Plan on the terms hereinafter set forth;

NOW THEREFORE THE CORPORATION AND THE OPTIONEE AGREE AS FOLLOWS:

1. The Corporation hereby grants to the Optionee, subject to the terms and conditions set forth in this Agreement and the Plan, options ("Options") to purchase that number of common shares ("Shares") of the Corporation set forth below, at the Exercise Price(s) set forth below, which Options will vest and be exercisable as of the vesting date(s) set forth below and expire (to the extent not previously exercised) as of the close of business on the expiry date(s) set forth below:

Number of Shares	Exercise Price	Vesting Date	Expiry Date
•	$•	•	•
•	$•	•	•
•	$•	•	•

2. As of the close of business on the expiry date(s) set forth in Section 1 above, any Options that remain unexercised will expire and be of no further force or effect.

3. The Optionee acknowledges receipt of a copy of the Plan and hereby agrees that the Options are subject to the terms and conditions of the Plan, including all amendments to the Plan required by the Exchange or other regulatory authority or otherwise consented to by the Optionee. The Plan contains provisions permitting the termination of the Plan and outstanding Options.

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4. By signing this Agreement, the Optionee acknowledges and agrees that: (i) the Optionee has read and understands the Plan and has been advised to seek independent legal advice with respect to his rights in respect of the Options and agrees to the terms and conditions thereof and of this Stock Option Agreement; (ii) in addition to any resale restrictions under applicable securities laws, all Options and Optioned Shares may be legended with a hold period as required by the Exchange or other regulatory authority; (iii) he or she has not been induced to participate in the Plan by expectation of appointment, employment, or service or continued appointment, employment or service; and (iv) if the Optionee is a Company that is wholly-owned by an Eligible Person, it agrees not to effect or permit any transfer of ownership or option of shares of the Company nor to issue further shares of any class in the Company to any other individual or entity as long as any Options granted to the Optionee remain outstanding, except with the written consent of the Exchange.

5. In the event that a take-over bid is made for the Shares at any time after the date of this agreement, the Board shall have the power, in its sole discretion, to modify the terms of this Plan and/or the Options, including, for greater certainty, to cause the vesting of all unvested Options or to otherwise assist the Optionees to tender into a take-over bid. Notwithstanding the foregoing, no acceleration of the vesting of Options held by an Optionee performing Investor Relations Activities shall occur without the prior written consent of the Exchange.

6. The Optionee acknowledges and agrees that the Board may, in its discretion, require as conditions to the grant or exercise of any Option that the Optionee shall have, among other things:

(a) represented, warranted and agreed in form and substance satisfactory to the Corporation that such Optionee is acquiring and will acquire such Option and the Optioned Shares for such Optionee's own account, and not with a view to or in connection with any distribution or resale, that such Optionee has had access to such information as is necessary to enable such Optionee to evaluate the

(b) merits and risks of such investment and that such Optionee is able to bear the economic risk of investing in the Shares;

 (c) agreed to restrictions on transfer in form and substance satisfactory to the Corporation and to an endorsement on any option agreement or certificate representing the Shares making appropriate reference to such restrictions; and

(d) agreed to indemnify the Corporation in connection with the foregoing.

7. Time is of the essence of this Agreement.

8. This Agreement shall enure to the benefit of and be binding upon the Corporation, its successors and assigns. Other than as provided for in the Plan, the Options under this option agreement are not transferable or assignable by the Optionee.

9. In the event of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

10. The grant of the Options is strictly confidential and the information concerning the number or price of Optioned Shares granted under this Plan should not be disclosed to anyone.

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11. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and shall be treated in all respects as a British Columbia contract.

THE REAL BROKERAGE INC.

Per: __________________________________

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SCHEDULE B

NOTICE OF EXERCISE OF STOCK OPTIONS

To:      The Real Brokerage Inc.

The undersigned Optionee hereby exercises his/her/its Option to purchase ___________________________ common shares of The Real Brokerage Inc. granted on              , at the exercise price (the "Exercise Price") of $              per share.

Payment in full of the aggregate Exercise Price for the total number of common shares purchased is enclosed.

Date:
			Signature
			Name (please print)
			Address
Please have my certificate sent to me at:			☐ at my address indicated above.  ☐ The Real Brokerage Inc.
Please register my shares as set out above, or as follows:
			Address

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SCHEDULE "D"

THE REAL BROKERAGE INC. RSU PLAN

 

 

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THE REAL BROKERAGE INC.

RESTRICTED SHARE UNIT PLAN

ARTICLE I
DEFINITIONS AND INTERPRETATION

1.1 Definitions

For purposes of this Plan:

(a) "Account" means an account maintained by the Corporation for each Participant and which will be credited with RSUs in accordance with the terms of this Plan;

(b) "Award Date" means the date or dates on which an award of RSUs is made to a Participant in accordance with Section 4.1;

(c) "Award Value" means, with respect to any RSUs, an amount equal to the number of RSUs, as such number may be adjusted in accordance with the terms of this Plan, multiplied by the Fair Market Value of the Shares;

(d) "Black-Out Period" means the period of time when, pursuant to any policies of the Corporation, any securities of the Corporation may not be traded by certain persons as designated by the Corporation, including any Participant that holds an RSU;

(e) "Board" means the board of directors of the Corporation as constituted from time to time;

(f) "Change of Control" means:

(i) a successful takeover bid; or

(ii) (A) any change in the beneficial ownership or control of the outstanding securities or other interests of the Corporation which results in:

(1) a person or group of persons "acting jointly or in concert" (within the meaning of MI 62-104); or

(2) an affiliate or associate of such person or group of persons;

holding, owning or controlling, directly or indirectly, more than 50% of the outstanding voting securities or interests of the Corporation; and

(B) members of the Board who are members of the Board immediately prior to the earlier of such change and the first public announcement of such change cease to constitute a majority of the Board at any time within sixty days of such change; or

(iii) Incumbent Directors no longer constituting a majority of the Board; or

(iv) the winding up of the Corporation or the sale, lease or transfer of all or substantially all of the assets to any other person or persons (other than pursuant to an internal reorganization or in circumstances where the business of the Corporation is continued and where the shareholdings or other securityholdings, as the case may be, in the continuing entity and the constitution of the board of directors or similar body of the continuing entity is such that the transaction would not be considered a "Change of Control" if paragraph 1.1(f)(ii) above was applicable to the transaction); or

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(v) any determination by a majority of the Board that a Change of Control has occurred or is about to occur and any such determination shall be binding and conclusive for all purposes of this Plan;

(g) "Code" means the U.S. Internal Revenue Code of 1986, as amended;

(h) "Committee" has the meaning ascribed thereto in Section 2.4;

(i) "Corporation" means The Real Brokerage Inc., and includes any successor corporation thereof;

(j) "Dividend Equivalent" has the meaning ascribed thereto in Section 4.2;

(k) "Dividend Market Value" means the Fair Market Value per Share on the dividend record date;

(l) "Exchange" means the TSXV or, if the Shares are not then listed and posted for trading on the TSXV, such stock exchange on which such Shares are listed and posted for trading as may be selected for such purpose by the Board;

(m) "Expiry Date" means, with respect to a RSU, the expiry date as may be determined by the Board, in its sole discretion, and set out in the applicable RSU Agreement;

(n) "Fair Market Value" with respect to a Share, as at any date, means the volume weighted average of the prices at which the Shares traded on the TSXV (or, if the Shares are not then listed and posted for trading on the TSXV or are then listed and posted for trading on more than one stock exchange, on such stock exchange on which the majority of the trading volume and value of the Shares occurs) for the three (3) trading days on which the Shares traded on the said exchange immediately preceding such date. In the event that the Shares are not listed and posted for trading on any stock exchange, the Fair Market Value shall be the fair market value of the Shares as determined by the Board in its sole discretion, acting reasonably and in good faith;

(o) "Forfeiture Date" means the date that is the earlier of: (i) the effective date of the Participant's termination or resignation, as the case may be; and (ii) the date that the Participant ceases to be in the active performance of the usual and customary day-to- day duties of the Participant's position or job, regardless of whether adequate or proper advance notice of termination or resignation shall have been provided in respect of such cessation of being a Participant;

(p) "Incumbent Directors" means any member of the Board who was a member of the Board at the effective date of this Plan and any successor to an Incumbent Director who was recommended or elected or appointed to succeed any Incumbent Director by the affirmative vote of the Board, including a majority of the Incumbent Directors then on the Board, prior to the occurrence of the transaction, transactions, elections or appointments giving rise to a Change of Control;

(q) "Insider", "associate" and "affiliate" each have the meaning ascribed thereto in the TSX Venture Exchange Corporate Finance Manual, as amended from time to time;

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(r) "MI 62-104" means Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids,

as amended from time to time;

(s) "Outside Payment Date", in respect of a RSU, means December 31 of the calendar year in which the Expiry Date occurs;

(t) "Participant" means any director, officer, employee or consultant of, or a person or company engaged by, one or more of the entities comprising the Real Group to provide services, other than person engaged to perform Investor Relations Activities (as such term is defined under the policies of the Exchange) for an initial, renewable or extended period, determined to be eligible to participate in this Plan in accordance with Section 3.1 and, where applicable, a former Participant deemed eligible to continue to participate in this Plan in accordance with Section 4.5;

(u) "Plan" means this Restricted Share Unit Plan;

(v) "Real Group" means, collectively, the Corporation, any entity that is a Subsidiary of the Corporation from time to time, and any other entity designated by the Board from time to time as a member of the Real Group for the purposes of this Plan (and, for greater certainty, including any successor entity of any of the aforementioned entities);

(w) "RSU" means a unit equivalent in value to a Share credited by means of a bookkeeping entry in the Participants' Accounts;

(x) "RSU Agreement" has the meaning set forth in Section 3.2;

(y) "Security Based Compensation Arrangements" means any incentive plan of the Corporation (other than this Plan), including the Corporation's stock option plan, and any incentive options granted by the Corporation outside of this Plan;

(z) "Share" means a common share of the Corporation;

(aa) "Subsidiary" has the meaning ascribed thereto in the Securities Act (Ontario); (bb) "Successor" has the meaning ascribed thereto in Section 5.2;

(cc) "takeover bid" means a "take-over bid" as defined in MI 62-104 pursuant to which the "offeror" would as a result of such takeover bid, if successful, beneficially own, directly or indirectly, in excess of 50% of the outstanding Shares;

(dd) "TSXV" means the TSX Venture Exchange Inc.;

(ee) "U.S. Participant" means a Participant who is a citizen or resident of the United States (including its territories, possessions and all areas subject to the jurisdiction); and

(ff) "Vesting Date" means, with respect to any RSU, the date upon which the Award Value to which the Participant is entitled pursuant to such RSU shall irrevocably vest and become irrevocably payable by the Corporation to the Participant in accordance with the terms hereof.

1.2 Interpretation

Words in the singular include the plural and words in the plural include the singular. Words importing male persons include female persons, corporations or other entities, as applicable. The headings in this document are for convenience and reference only and shall not be deemed to alter or affect any provision hereof. The words "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to this document as a whole and not to any particular Article, Section, paragraph or other part hereof.

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ARTICLE II

PURPOSE AND ADMINISTRATION OF THE PLAN

2.1 Purpose

The purpose of this Plan is to: (a) aid in attracting, retaining and motivating the directors, officers, employees and other eligible Participants of the Real Group in the growth and development of the Real Group by providing them with the opportunity through RSUs to acquire an increased proprietary interest in the Corporation; (b) more closely align their interests with those of the Corporation's shareholders; (c) focus such Participants on operating and financial performance and long-term shareholder value; and (a) motivate and reward for their performance and contributions to the Corporation's long-term success.

2.2 Administration of the Plan

Subject to Section 2.4, this Plan shall be administered by the Board.

2.3 Authority of the Board

The Board shall have the full power to administer this Plan, including, but not limited to, the authority to:

(a) interpret and construe any provision hereof and decide all questions of fact arising in their interpretation;

(b) adopt, amend, suspend and rescind such rules and regulations for administration of this Plan as the Board may deem necessary in order to comply with the requirements of this Plan, or in order to conform to any law or regulation or to any change in any laws or regulations applicable thereto;

(c) determine the individuals or companies to whom RSUs may be awarded provided that the Board, together with such individuals or companies, are responsible for ensuring and confirming that such person is a bona fide employee, consultant or management company employee of any member of the Real Group and therefore eligible as a Participant;

(d) award such RSUs on such terms and conditions as it determines including, without limitation: the time or times at which RSUs may be awarded; the time or times when each RSU shall vest and the term of each RSU; whether restrictions or limitations are to be imposed on the Shares the Corporation may elect to issue in settlement of all or a portion of the Award Value of vested RSUs and the nature of such restrictions or limitations, if any; any acceleration or waiver of termination or forfeiture regarding any RSU; in each case, based on such factors as the Board may determine appropriate, in its sole discretion;

(e) take any and all actions permitted by this Plan; and

(f) make any other determinations and take such other action in connection with the administration of this Plan that it deems necessary or advisable.

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2.4 Delegation of Authority

To the extent permitted by applicable law, the Board may, from time to time, delegate to a committee (the "Committee") of the Board all or any of the powers conferred on the Board under this Plan. In such event, the Committee will exercise the powers delegated to it by the Board in the manner and on the terms authorized by the Board. Any decision made or action taken by the Committee arising out of or in connection with the administration or interpretation of this Plan in this context is final and conclusive.

The Board or the Committee may delegate or sub-delegate to any director or officer of the Corporation the whole or any part of the administration of this Plan and shall determine the scope of such delegation or sub-delegation in its sole discretion.

2.5 Discretionary Relief

Notwithstanding any other provision hereof, the Board may, in its sole discretion, waive any condition set out herein if it determines that specific individual circumstances warrant such waiver.

2.6 Amendment or Discontinuance of the Plan

(a) The Board may amend this Plan in any way, or discontinue this Plan altogether, and may amend, in any way, any RSU granted under this Plan at any time without the consent of a Participant, provided that such amendment shall not adversely alter or impair any RSU previously granted under the Plan or any related RSU Agreement, except as otherwise permitted hereunder and further provided that no amendment will cause the Plan or any RSU to cease to comply with paragraph (k) of the definition of "salary deferral arrangement" in subsection 248(1) of the Income Tax Act (Canada). In addition, the Board may, by resolution, make any amendment to this Plan or any RSU granted under it (together with any related RSU Agreement) without shareholder approval, provided however, that the Board will not be entitled to amend this Plan or any RSU granted under it without shareholder (disinterested shareholder approval if applicable) and, if applicable, TSXV approval, in order to: (i) increase the maximum number of Shares issuable pursuant to this Plan; (ii) cancel an RSU and subsequently issue to the holder of such RSU a new RSU in replacement thereof; (iii) extend the term of an RSU, but not beyond the Expiry Date; (iv) permit the assignment or transfer of an RSU other than as provided for in this Plan; (v) add to the categories of persons eligible to participate in this Plan; (vi) remove or amend Sections 4.4 (b), (c), (d) or (e) of this Plan; (vii) remove or amend this Section 2.6(a); or (viii) in any other circumstances where TSXV and shareholder approval is required by the TSXV. Any renewal of this Plan will be subject to disinterested shareholder approval, and TSXV approval as applicable.

(b) Without limitation of Section 2.6(a), the Board may correct any defect or supply any omission or reconcile any inconsistency in this Plan in the manner and to the extent deemed necessary or desirable, may establish, amend, and rescind any rules and regulations relating to this Plan, and may make such determinations as it deems necessary or desirable for the administration of this Plan.

(c) On termination of this Plan, any outstanding awards of RSUs under this Plan shall immediately vest and the Award Value underlying the RSUs shall be paid to the Participants in accordance with and upon compliance with Section 4.6. This Plan will finally cease to operate for all purposes when (i) the last remaining Participant receives payment in respect of the Award Value underlying all RSUs credited to the Participant's Account, or (ii) all unvested RSUs expire in accordance with the terms of this Plan and the relevant RSU Agreements.

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2.7 Final Determination

Any determination or decision by, or opinion of, the Board, the Committee or a director or officer of the Corporation made or held pursuant to the terms set out herein shall be made or held reasonably and shall be final, conclusive and binding on all parties concerned, including, but not limited to, the Corporation, the Participants and their beneficiaries and legal representatives.

Subject to Section 2.5, all rights, entitlements and obligations of Participants under this Plan are set forth in the terms hereof and cannot be modified by any other documents, statements or communications, except by amendment to the terms set out herein referred to in Section 2.6.

2.8 Withholding Taxes

When a Participant or other person becomes entitled to receive a payment in respect of any RSUs, the Corporation or a member of the Real Group shall have the right to require the Participant or such other person to remit to the Corporation or to a member of the Real Group, as the case may be, an amount sufficient to satisfy any withholding tax requirements relating thereto. Unless otherwise prohibited by the Committee or by applicable law, satisfaction of the withholding tax obligation may be accomplished by any of the following methods or by a combination of such methods:

(a) the tendering by the Participant of a cash payment to the Corporation, or a member of the Real Group, as the case may be;

(b) where the Corporation has elected to issue Shares to the Participant, the withholding by the Corporation or a member of the Real Group, as the case may be, from the Shares otherwise deliverable to the Participant such number of Shares as it determines are required to be sold by the Corporation, or a member of the Real Group, as the case may be, as agent for and on behalf of the Participant, to satisfy the total withholding tax obligation (net of selling costs, which shall be paid by the Participant). The Participant consents to such sale and grants to the Corporation, or a member of the Real Group, as the case may be, an irrevocable power of attorney to effect the sale of such Shares and acknowledges and agrees that neither the Corporation nor any member of the Real Group accepts any responsibility for the price obtained on the sale of such Shares; or

(c) the withholding by the Corporation or a member of the Real Group, as the case may be, from any cash payment otherwise due to the Participant;

provided, however, that the sum of any cash so paid or withheld and the Fair Market Value of any Shares so withheld is sufficient to satisfy the total withholding tax obligation. Any reference in this Plan to the Award Value or payment of cash or issuance of Shares in settlement thereof is expressly subject to this Section 2.8.

2.9 Taxes

Participants (or their beneficiaries) shall be responsible for reporting and paying all taxes with respect to any RSUs under the Plan, whether arising as a result of the grant or vesting of RSUs or otherwise. Neither the Corporation nor the Board make any guarantees to any person regarding the tax treatment of an RSU or payments made under the Plan and none of the Corporation or any of its employees or representatives shall have any liability to a Participant with respect thereto. In the event the Corporation applies in a local jurisdiction for a favourable and/or reduced tax route in such jurisdiction, and if the Plan or the grant fails to qualify for this reduced tax route, for any reason, the Participant in this jurisdiction shall bear the full responsibility for the taxes and the Corporation shall bear no liability what so ever to the Participant for such tax treatment. The Corporation will provide each Participant with (or cause each Participant to be provided with) a T4 slip or such information return as may be required by applicable law to report income, if any, arising upon the grant or vesting of rights under this Plan by a Participant for income tax purposes.

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2.10 Information

Each Participant shall provide the Corporation with all of the information (including personal information) that it requires in order to administer this Plan.

2.11 Account Information

Information pertaining to the RSUs in Participants' Accounts will be made available to the Participants at least annually in such manner as the Corporation may determine and shall include such matters as the Board or the Committee may determine from time to time or as otherwise may be required by law.

2.12 Indemnification

Each member of the Board or Committee is indemnified and held harmless by the Corporation against any cost or expense (including any sum paid in settlement of a claim with the approval of the Corporation) arising out of any act or omission to act in connection with the terms hereof to the extent permitted by applicable law. This indemnification is in addition to any rights of indemnification a Board or Committee member may have as director or otherwise under the by-laws of the Corporation, any agreement, any vote of shareholders, or disinterested directors, or otherwise.

ARTICLE III

ELIGIBILITY AND PARTICIPATION IN THE PLAN

3.1 Participation

The Board, in its sole discretion, shall determine, or shall delegate to the Committee the authority to determine, which Participants will participate in this Plan.

3.2 RSU Agreement

A Participant shall confirm acknowledgement of an award of RSUs made to such Participant in such form as determined by the Board from time to time (the "RSU Agreement"), within such time period and in such manner as specified by the Board. If acknowledgement of an award of RSUs is not confirmed by a Participant within the time specified, the Corporation reserves the right to revoke the crediting of RSUs to the Participant's Account.

3.3 Participant's Agreement to be Bound

Participation in this Plan by any Participant shall be construed as irrevocable acceptance by the Participant of the terms and conditions set out herein and all rules and procedures adopted hereunder and as amended from time to time.

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ARTICLE IV TERMS OF THE PLAN

4.1 Grant of RSUs

Subject to Section 3.2, an award of RSUs pursuant to this Plan will be made and the number of such RSUs awarded will be credited to each Participant's Account, effective as of the Award Date. The number of RSUs to be credited to each Participant's Account shall be determined by the Board, or the Committee delegated by the Board to do so, each in its sole discretion.

4.2 Credits for Dividends

Following the declaration and payment of dividends on the Shares, the Board may, in its absolute discretion, determine to make a cash payment to a Participant in respect of outstanding vested RSUs credited to the Participant's Account and subject to the Participant providing an executed exercise notice (a "Dividend Equivalent"). Such Dividend Equivalent, if any, shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of RSUs recorded in the Participant's Account on the record date for the payment of such dividend, by (b) the Dividend Market Value, with fractions computed to three decimal places. Payment of any such Dividend Equivalent will be made forthwith following any such determination by the Board and in any event within thirty (30) days of such determination.

4.3 Vesting

The Board or the Committee may, in its sole discretion, determine the time during which RSUs shall vest (except that no RSU, or portion thereof, may vest after the Expiry Date) and whether there shall be any other conditions or performance criteria to vesting. Notwithstanding the foregoing, the Committee may, at its sole discretion at any time or in the RSU Agreement in respect of any RSUs granted, accelerate or provide for the acceleration of vesting in whole or in part of RSUs previously granted. The Award Value of any RSU shall be determined as of the applicable Vesting Date.

4.4 Limits on Issuances

Notwithstanding any other provision of this Plan:

(a) the maximum number of Shares issuable pursuant to RSUs under this Plan shall be limited to 28,267,516 (being 20% of the issued and outstanding Shares as at July 16, 2020), less the number of Shares issuable pursuant to all other Security Based Compensation Arrangements;

(b) the number of Shares reserved for issuance to any one Participant retained as a consultant to provide services to any of the entities comprising the Real Group under all Security Based Compensation Arrangements in any 12 month period shall not exceed 2% of the issued and outstanding Shares;

(c) unless the Corporation has received disinterested shareholder approval to do so, the number of Shares reserved for issuance to any one Participant under all Security Based Compensation Arrangements in any 12 month period will not exceed 5% of the issued and outstanding Shares calculated as at the date of the grant to such Participant;

(d) unless the Corporation has received disinterested shareholder approval to do so the number of Shares issuable to Insiders, at any time, under all Security Based Compensation Arrangements, shall not exceed 10% of the issued and outstanding Shares; and

(e) unless the Corporation has received disinterested shareholder approval to do so the number of Shares issued to Insiders, within any one year period, under all Security Based Compensation Arrangements, shall not exceed 10% of the issued and outstanding Shares calculated at the date of the grant to any Insider.

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For the purposes of this Section 4.4, any increase in the issued and outstanding Shares (whether as a result of the issue of Shares from treasury in settlement of the Award Value underlying vested RSUs or otherwise) will not increase the number of Shares that may be issued pursuant to this Plan. Shares issued from treasury in settlement of an Award Value underlying vested RSUs will not become available for grant under this Plan.

RSUs (or the Award Value thereof) that are cancelled, surrendered, terminated or that expire prior to the final Vesting Date or in respect of which the Corporation has not elected to issue Shares from treasury in respect thereof shall result in such Shares that were reserved for issuance thereunder being available to be issued, at the election of Corporation, in respect of a subsequent grant of RSUs pursuant to this Plan to the extent of any Shares which have not been issued from treasury in respect of any such RSU.

For purposes of the calculations in this Section 4.5 only, it shall be assumed that all issued and outstanding RSUs will be settled by the issuance of Shares from treasury, notwithstanding the Corporation's right pursuant to Section 4.6 to settle the Award Value underlying vested RSUs in cash (if applicable) or by purchasing Shares on the open market.

In addition to the terms set out herein, the administration and limitations of this Plan will be subject to the provisions of TSXV Policy 4.4 - Incentive Stock Options, as applicable.

4.5 RSU Terms

The term during which a RSU may be outstanding shall, subject to the provisions of this Plan requiring or permitting the acceleration or the extension of the term, be such period as may be determined from time to time by the Board or the Committee, but subject to the rules of any stock exchange or other regulatory body having jurisdiction (but in no case shall the term of an RSU extend beyond the Expiry Date).

In addition, unless otherwise determined by the Board or the Committee, or unless the Corporation and a Participant agree otherwise in an RSU Agreement or other written agreement (including an employment or consulting agreement), each RSU shall provide that if a Participant shall cease to be a director or officer of or be in the employ of, or a consultant or other Participant to, any of the entities comprising the Real Group for any reason whatsoever including, without limitation, retirement, resignation or involuntary termination (with or without cause), as determined by the Board in its sole discretion, before all of the awards respecting RSUs credited to the Participant's Account have vested or are forfeited pursuant to any other provision hereof, (i) such Participant shall cease to be a Participant as of the Forfeiture Date, (ii) the former Participant shall forfeit all unvested awards respecting RSUs credited to the Participant's Account effective as at the Forfeiture Date, (iii) any Award Value corresponding to any vested RSUs remaining unpaid as of the Forfeiture Date shall be paid to the former Participant in accordance with Section 4.6, and (iv) the former Participant shall not be entitled to any further payment from this Plan.

Notwithstanding the preceding paragraph or anything else contained in this Plan to the contrary, unless otherwise determined by the Board or the Committee, or unless the Corporation and a Participant agree otherwise in an RSU Agreement or other written agreement (including an employment or consulting agreement), if a Participant shall cease to be a director or officer of or be in the employ of, or a consultant or other Participant to, any of the entities comprising the Real Group due to the death of the Participant, any unvested RSUs in the deceased Participant's Account effective as at the time of the Participant's death shall be deemed to have vested immediately prior to the Forfeiture Date with the result that the deceased Participant shall not forfeit any unvested RSUs and the Award Value corresponding to all RSUs credited to such Participant's Account shall be paid to the legal representative of the deceased former Participant's estate in accordance with Section 4.6 after receipt of satisfactory evidence of the Participant's death from the authorized legal representative of the deceased Participant.

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Where a Vesting Date occurs on a date when a Participant is subject to a Black-Out Period, such Vesting Date shall be extended to a date which is within ten (10) business days following the end of such Black-Out Period, and further provided that (i) if any such extension would cause the Vesting Date or Vesting Dates to extend beyond the Expiry Date, the amounts to be paid on such Vesting Date or Vesting Dates shall be paid on the Expiry Date notwithstanding the Black-Out Period, and (ii) if a Forfeiture Date occurs in respect of a Participant after the original Vesting Date then any unvested RSUs credited to the Participant's Account effective as of the Forfeiture Date that would have vested as of the original Vesting Date but for the Black-Out Period, shall be deemed to have vested immediately prior to the Forfeiture Date, but, subject to subparagraph (i), the Award Value of any such-vested RSUs shall be determined as of the Vesting Date as so extended by the provisions above, and any payment thereof shall be made only after such determination.

This Plan does not confer upon a Participant any right with respect to continuation of employment by or service provision to any of the entities comprising the Real Group, nor does it interfere in any way with the right of the Participant or any of the entities comprising the Real Group to terminate the Participant's employment or service provision at any time.

4.6 Payment in Respect of RSUs

On the Vesting Date, the Corporation, at its sole and absolute discretion, shall have the option of settling the Award Value payable in respect of an RSU by any of the following methods or by a combination of such methods:

(a) payment in cash

(b) payment in Shares acquired by the Corporation on the Exchange; or

(c) payment in Shares issued from the treasury of the Corporation.

The Corporation shall not determine whether the payment method shall take the form of cash (if applicable) or Shares until the Vesting Date, or some reasonable time prior thereto. A holder of RSUs shall not have any right to demand, be paid in, or receive Shares in respect of the Award Value underlying any RSU at any time. Notwithstanding any election by the Corporation to settle the Award Value of any vested RSUs, or portion thereof, in Shares, the Corporation reserves the right to change its election in respect thereof at any time up until payment is actually made, and the holder of such vested RSUs shall not have the right, at any time to enforce settlement in the form of Shares of the Corporation.

Any amount payable to a Participant in respect of vested RSUs shall be paid to the Participant as soon as practicable following the Vesting Date and in any event within thirty (30) days of the Vesting Date and prior to the Outside Payment Date (provided that any amount payable with respect to a Vesting Date that occurs after the Forfeiture Date, but before the RSU has terminated in accordance with an applicable provision of Section 4.6, must occur not later than the Expiry Date).

Where the Corporation elects to pay any amounts pursuant to vested RSUs by issuing Shares, and the determination of the number of Shares to be delivered to a Participant in respect of a particular Vesting Date would result in the issuance of a fractional Share, the number of Shares deliverable on the Vesting Date shall be rounded down to the next whole number of Shares. No certificates representing fractional Shares shall be delivered pursuant to this Plan nor shall any cash amount be paid at any time in lieu of any such fractional interest.

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ARTICLE V
EFFECT OF CORPORATE EVENTS

5.1 Alterations in Shares

In the event:

(a) of any change in the Shares through subdivision, consolidation, reclassification, amalgamation, merger or otherwise; or

(b) that any rights are granted to all or substantially all shareholders to purchase Shares at prices substantially below Fair Market Value; or

(c) that, as a result of any recapitalization, merger, consolidation or other transaction, the Shares are converted into or exchangeable for any other securities or property;

then the Board may make such adjustments to this Plan, to any RSUs and to any RSU Agreements outstanding under this Plan as the Board may, in its sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of amounts to be paid to Participants hereunder.

5.2 Merger and Sale, etc.

Except in the case of a transaction that is a Change of Control and to which Section 5.3 applies, if the Corporation enters into any transaction or series of transactions whereby the Corporation or all or substantially all of the assets would become the property of any other trust, body corporate, partnership or other person (a "Successor"), whether by way of takeover bid, acquisition, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, prior to or contemporaneously with the consummation of such transaction the Corporation and the Successor will execute such instruments and do such things as the Board or the Committee may determine are necessary to establish that upon the consummation of such transaction the Successor will assume the covenants and obligations of the Corporation under this Plan and the RSU Agreements outstanding on consummation of such transaction. Any such Successor shall succeed to, and be substituted for, and may exercise every right and power of the Corporation under this Plan and RSU Agreements with the same effect as though the Successor had been named as the Corporation herein and therein and thereafter, the Corporation shall be relieved of all obligations and covenants under this Plan and such RSU Agreements and the obligation of the Corporation to the Participants in respect of the RSUs shall terminate and be at an end and the Participants shall cease to have any further rights in respect thereof including, without limitation, any right to acquire Shares upon vesting of the RSUs.

5.3 Change of Control

Notwithstanding any other provision in this Plan but subject to any provision to the contrary contained in an RSU Agreement or other written agreement (such as an agreement of employment) between the Corporation and a Participant, if there takes place a Change of Control, the Board or the Committee shall have the absolute discretion to determine if all issued and outstanding RSUs shall vest (whether or not then vested) upon the Change of Control and the Vesting Date shall be the date which is immediately prior to the time such Change of Control takes place, or at such earlier time as may be established by the Board or the Committee, in its absolute discretion, prior to the time such Change of Control takes place.

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ARTICLE VI GENERAL

6.1 Compliance with Laws

The Corporation, in its sole discretion, may postpone the issuance or delivery of any Shares that it elects to issue pursuant to any RSU to such date as the Committee may consider appropriate, and may require any Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Shares in compliance with applicable laws, rules and regulations, except that in no event may the issuance of such Shares in respect of a RSU occur after the Outside Payment Date. The Corporation shall not be required to qualify for resale pursuant to a prospectus or similar document any Shares that it elects to issue pursuant to the Plan, provided that, if required, the Corporation shall notify the Exchange and any other appropriate regulatory bodies in Canada and the United States of the existence of the Plan and the granting of RSUs hereunder in accordance with any such requirements.

6.2 General Restrictions and Assignment

Except as required by law, the rights of a Participant hereunder are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant.

The rights and obligations hereunder may be assigned by the Corporation to a Successor to the business of the Corporation.

6.3 Market Fluctuations

No amount will be paid to, or in respect of, a Participant under this Plan to compensate for a downward fluctuation in the price of Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose. The Plan will be unfunded.

The Corporation makes no representations or warranties to Participants with respect to this Plan or the RSUs whatsoever. Participants are expressly advised that the value of any RSUs and Shares under this Plan will fluctuate as the trading price of Shares fluctuates.

In seeking the benefits of participation in this Plan, a Participant agrees to exclusively accept all risks associated with a decline in the market price of Shares and all other risks associated with the holding of RSUs.

6.4 No Shareholder Rights

Until Shares have actually been issued and delivered should the Corporation elect to so issue Shares in accordance with the terms of the Plan, a Participant to whom RSUs have been granted shall not possess any incidents of ownership of such Shares including, for greater certainty and without limitation, the right to receive dividends, if any, on such Shares and the right to exercise voting rights in respect of such Shares.

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6.5 Section 409A

This Plan, the RSUs and payments made to U.S. Participants pursuant to this Plan are intended to comply with, or qualify for an exemption from, the requirements of Section 409A of the Code and shall be construed consistently therewith and shall be interpreted in a manner consistent with that intention. Terms defined in this Plan shall have the meanings given to such terms under Section 409A of the Code if and to the extent required to comply with Section 409A. Notwithstanding any other provision of this Plan, the Corporation reserves the right, to the extent it deems necessary or advisable, in its sole discretion, to unilaterally amend the Plan to ensure that all RSUs issued to U.S. Participants are awarded in a manner that qualifies for exemption from, or complies with, Section 409A, provided, however, that the Corporation makes no undertaking to preclude Section 409A from applying to an award of RSUs, and the U.S. Participant or his or her estate, as the case may be, is and shall at all times be solely responsible for the payment of all taxes and penalties under Section 409A. The Corporation, its affiliates, directors, officers and agents shall have no liability to a U.S. Participant, or any other party, if an RSU that is intended to be exempt from, or compliant with, Section 409A is not so exempt or compliant, or for any action taken by the Committee.

6.6 Governing Law

The validity, construction and effect of this Plan and any actions taken or relating to this Plan shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

6.7 Currency

All amounts paid or values to be determined under this Plan shall be in Canadian dollars.

6.8 Severability

The invalidity or unenforceability of any provision of this document shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from this document.

6.9 Effective Time

This Plan shall be effective as of August 20, 2020.

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The Real Brokerage To Commence
Trading Today on the OTCQX Market

NEWS PROVIDED BY The Real Brokerage Inc. → Aug 11, 2020, 07:35 ET

TORONTO and NEW YORK, Aug. 11, 2020 /PRNewswire/ -- The Real Brokerage Inc. (TSXV: REAX) (OTCQX: REAXF), a national, technology-powered real estate brokerage in the U.S., announced that its common shares have been approved for listing by OTC Markets Group and will commence trading today on the OTCQX Best Market under the symbol "REAXF". The common shares will continue to trade on the TSX Venture Exchange under the symbol "REAX".

The Real Brokerage Inc. is the parent company of Real Technology Broker Ltd. and its US subsidiaries, (collectively "Real"). Founded in 2014, Real is a fast-growing, technology-powered real estate brokerage.

"We're excited to debut on OTCQX to improve the trading opportunities for our agents and increase exposure to US investors," said Tamir Poleg, co-founder and CEO of Real.

Real's business model and growth have been broadly recognized. Real was named as an Inc. 500 fastest-growing private company in 2019, a Real Trends 500 top brokerage firm in 2020, and was recognized on the Financial Times Americas' Fastest Growing Companies list in 2020.

U.S. investors can find current financial disclosure and Real-Time Level 2 quotes for the company on otcmarkets.com/stock/REAXF.

About Real
Real (www.joinreal.com) is a technology-powered real estate brokerage in 20 US states and the District of Columbia. Real is on a mission to make agents' lives better, creating financial opportunities for agents through higher commission splits, best-in-class technology, revenue sharing and equity incentives.

Contact Information
For more details, please contact:
The Real Brokerage Inc.
Lynda Radosevich
lynda@joinreal.com
917-922-7020

Forward-Looking Information
This press release contains forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "likely" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof. Forward- looking information in this press release includes, without limiting the foregoing, information relating to the commencement of trading of Real's common shares on the OTCQX Best Market.

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Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to Real's business objectives, expected growth, results of operations, performance, business projects and opportunities and financial results. Real considers these assumptions to be reasonable in the circumstances. However, forward-looking information is subject to known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking information. These factors should be carefully considered and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, Real cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and Real assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE The Real Brokerage Inc.

Related Links http://www.joinreal.com

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The Real Brokerage Announces Closing
of Private Placement

NEWS PROVIDED BY The Real Brokerage Inc. → Aug 12, 2020, 09:39 ET

TORONTO and NEW YORK, Aug. 12, 2020 /PRNewswire/ -- The Real Brokerage Inc. (TSXV: REAX) (OTCQX: REAXF) ("Real"), a national, technology-powered real estate brokerage in the United States of America, is pleased to announce that it has closed a non-brokered private placement offering of 1,900,000 common shares of Real (the "Common Shares") at a price of $0.35 per Common Share for aggregate gross proceeds of $665,000 (the "Offering"). Real intends to use the proceeds of the Offering for sales, marketing and general working capital purposes.

All Common Shares issued pursuant to the Offering will be subject to a four month statutory hold period commencing from the closing date under applicable securities laws. All Common Shares issued pursuant to the Offering are also subject to a six month contractual lock-up. The Offering is subject to final acceptance by the TSX Venture Exchange of requisite regulatory filings.

About Real
Real (www.joinreal.com) is a technology-powered real estate brokerage in 20 US states and the District of Columbia. Real is on a mission to make agents' lives better, creating financial opportunities for agents through higher commission splits, best-in-class technology, revenue sharing and equity incentives.

Contact Information
For more details, please contact:
The Real Brokerage Inc.
Lynda Radosevich
lynda@joinreal.com
917-922-7020

Forward-looking Information
This press release contains forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "likely" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof. Forward- looking information in this press release includes, without limiting the foregoing, information relating to the use of proceeds from the Offering and the receipt of final acceptance by the TSX Venture Exchange.

Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to Real's business objectives, expected growth, results of operations, performance, business projects and opportunities and financial results. Real considers these assumptions to be reasonable in the circumstances. However, forward-looking information is subject to known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking information. These factors should be carefully considered and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, Real cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and Real assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

---

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release, and the OTCQX has neither approved nor disapproved the contents of this press release.

SOURCE The Real Brokerage Inc.

Related Links
http://www.joinreal.com

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Item 8 — Executive Officer

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Real Welcomes Finance and
Operations Leaders to the Executive
Team

TORONTO and NEW YORK, August 25, 2020 /PRNewswire/ -- The Real Brokerage Inc. (TSXV: REAX) (OTCQX: REAXF) ("Real"), a national, technology-powered real estate brokerage in the United States of America ("U.S."), is pleased to announce that Michelle Ressler has joined the company's executive team as Vice President of Finance and real estate leaders Sheila Dunagan and Ron Dunagan have joined as Vice President of Brokerage Operations and Director of Operations, respectively, with the goal of scaling Real's finance and operations functions. Michelle Ressler's and Sheila Dunagan's appointments are subject to the approval of the TSX Venture Exchange.

"I am excited by the opportunity to scale a company that is growing as quickly as Real and to help improve agents' financial experience through better terms, faster payment and more transparency," said Michell Ressler.

"Real's high service level is amazing for a brokerage of this size, and the dedication to putting as much money as possible into agents hands is unique among brokerages," said Sheila Dunagan. "We definitely want to be part of positioning this company's agents to flourish."

---

Prior to joining Real, Michelle was the controller at Canaccord Genuity Inc., where she helped scale financial operations following a merger and grew the finance department.

Based in Dallas, Texas, Sheila and Ron Dunagan bring to Real decades of experience in residential real estate and operational excellence in high-growth companies. Most recently, Sheila was the designated broker for the state of Texas at eXp Realty, LLC ("eXp"), and Ron was regional operations manager for the western U.S. at eXp. In their respective roles, the Dunagans helped grow Texas from 2 agents in 2015 to over 4,100 in 2020, with over 32,000 transactions and $6.4 billion in closed sales volume in 2019. Prior to eXp, the Dunagans were agents at Keller Williams, where they were members of the agent leadership counsel. Sheila Dunagan also owned and operated an insurance company that doubled year-over-year revenue three years in a row.

"I am extremely excited to welcome Michelle, Sheila and Ron to our team. Their extensive experience in scaling finance and brokerage operations as well as their focus on agent experience will benefit Real and our agents as we grow and expand," said Tamir Poleg, co- founder and CEO of Real. "I am honored that such highly accomplished individuals recognize the opportunity in becoming a part of our team."

"Agents' everyday brokerage experience is based on the people: Are they pleasant? Do they have my interests at heart?," said Ron Dunagan. "The answer is 'yes' and 'yes' with Real. We want the agents to have well thought-out processes that deliver a smooth, seamless experience."

---

In connection with their appointments, Real granted 120,000 stock options to Michelle Ressler and 150,000 stock options to Ron and Sheila Dunagan, all exercisable for common shares of the company (the "Options"). The Options are exercisable at a price of $0.95 CAD per common share for a period of ten years from the date of issuance.

About Real

Real (www.joinreal.com) is a technology-powered real estate brokerage in 20 U.S. states and the District of Columbia. Real is on a mission to make agents' lives better, creating financial opportunities for agents through higher commission splits, best-in-class technology, revenue sharing and equity incentives.

Contact Information

For more details, please contact:
The Real Brokerage Inc.
Lynda Radosevich
lynda@joinreal.com
917-922-7020

Forward-looking Information

This press release contains forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "likely" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof. Forward-looking information in this press release includes, without limiting the foregoing, information relating to the scaling of Real's finance and operations functions and the receipt of required approvals from the TSX Venture Exchange.

---

Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to Real's business objectives, expected growth, results of operations, performance, business projects and opportunities and financial results. Real considers these assumptions to be reasonable in the circumstances. However, forward-looking information is subject to known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking information. These factors should be carefully considered and readers should not place undue reliance on the forward-looking statements. Although the forward- looking statements contained in this press release are based upon what management believes to be reasonable assumptions, Real cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and Real assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release, and the OTCQX has neither approved nor disapproved the contents of this press release.

SOURCE The Real Brokerage Inc.

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The Real Brokerage Inc. (formerly ADL Ventures Inc.)

 

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The Real Brokerage Inc. (formerly ADL Ventures Inc.) Unaudited Interim Condensed Consolidated Statements of Financial Position (In thousands of U.S. dollars)

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The Real Brokerage Inc. (formerly ADL Ventures Inc.) Interim Condensed Consolidated Statements of Cash Flows (in thousands of U.S. dollars)

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The Real Brokerage Reports Q2 2020
Results

NEWS PROVIDED BY The Real Brokerage Inc. → Aug 26, 2020, 10:29 ET

Revenue for Q2 2020 of $2.6 million and H1 2020 of $5.5 million

TORONTO and NEW YORK, Aug. 26, 2020 /PRNewswire/ -- The Real Brokerage Inc. (TSXV: REAX) (OTCQX: REAXF) ("Real"), a national, technology-powered real estate brokerage in the United States of America ("U.S."), announced it has filed its financial results for the three and six months ended June 30, 2020.

Additional information concerning Real's consolidated financial statements and related management's discussion and analysis ("MD&A") for the three and six months ended June 30, 2020, can be found at www.sedar.com. Unless otherwise stated, all dollar amounts are in thousands of U.S. dollars.

Q2 2020 highlights include:

• Q2 2020 revenue of $2,594 represented a 25% decrease compared to Q2 2019 due to factors including a decrease in Q2 home buying activity in the major urban areas where Real is concentrated due to COVID19.
• Net operating loss in the quarter was $(458) compared to $(356) in Q2 2019 due to decreased revenue as a result of COVID19.
• On June 12, 2020 Real commenced trading on the TSX-V following a June 5, 2020 completion of a qualifying transaction with ADL Ventures Inc. ("ADL"), a capital pool company.
• With the qualifying transaction, Real raised $1,588 by way of a private placement.
• On June 24, Real welcomed Peter Nobel and Erinn Nobel to the company's leadership team as Chief Strategy Officer and Chief Culture Officer, respectively, with the goal of accelerating long term growth.
• Subsequent to the period end, on August 12, 2020, Real closed a non-brokered private placement of 1,900 common shares at a price of $0.35 (CAD) per common share for aggregate gross proceeds of $665 (CAD) less customary expenses.
• Real exited the quarter with a cash balance of $1,748 compared to $54 at the end of Q1.

CEO Comments

"The past few months have brought uncertainty, anxiety, and grief to people across the world. COVID-19 is facing the global economy with unprecedented challenges. The overall US market for home buying looks favorable with the consensus among economists that interest rates will remain under 4% in 2020 and the National Association of Realtors reports a June 2020 increase of 16.6% in pending home sales. We believe that our technology-driven model is now more relevant and appealing than ever, and we are upbeat by the encouraging signs of resilience of the real estate market in the US," said Tamir Poleg, co-founder and CEO of Real.

About Real
Real (www.joinreal.com) is a technology-powered real estate brokerage in 20 U.S. states and the District of Columbia. Real is on a mission to make agents' lives better, creating financial opportunities for agents through higher commission splits, best-in-class technology, revenue sharing and equity incentives.

---

Contact Information
For more details, please contact:
The Real Brokerage Inc.
Lynda Radosevich
lynda@joinreal.com
917-922-7020

Forward-looking Information
This press release contains forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "likely" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof. Forward- looking information in this press release includes, without limiting the foregoing, information relating to the scaling of Real's finance and operations functions and the receipt of required approvals from the TSX Venture Exchange.

Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to Real's business objectives, expected growth, results of operations, performance, business projects and opportunities and financial results. Real considers these assumptions to be reasonable in the circumstances. However, forward-looking information is subject to known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking information. These factors should be carefully considered and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, Real cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and Real assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release, and the OTCQX has neither approved nor disapproved the contents of this press release.

SOURCE The Real Brokerage Inc.

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Fiverr and Real match real estate agents with expert freelancers

NEWS PROVIDED BY The Real Brokerage Inc. → Sep 16, 2020, 07:30 ET

TORONTO and NEW YORK, Sept. 16, 2020 /PRNewswire/ -- The Real Brokerage Inc. (TSXV: REAX) (OTCQX: REAXF) ("Real"), a national, technology-powered real estate brokerage, launched today a co-branded marketplace to match real estate agents with expert freelance talent on Fiverr. The marketplace offers agents support services from vetted freelancers like designers and photographers to help them build awareness, generate leads and promote their clients' properties.

"Real's agents work remotely, but that doesn't mean they work alone," said Tamir Poleg, CEO of Real. "With Real's Fiverr store, agents can easily find pre-screened business support services to help get business done better and more efficiently."

In Real's Fiverr store, agents can find professional help with marketing design, lead generation, professional listing videos, 3D modelling, and virtual staging.

The Fiverr platform connects businesses of all sizes with skilled freelancers offering digital services in more than 400 categories, across 8 verticals including graphic design, digital marketing, programming, video and animation. In 2019, over 2.4 million customers bought a wide range of services from freelancers working in over 160 countries.

"With Real's Fiverr marketplace, Real agents can feel confident knowing that the freelancers they need are vetted and ready to help them shine." said Ran Madjar, Director of Partnerships and Corporate Development at Fiverr.

The platform is launching today for all Real agents and can be accessed at https://www.fiverr.com/stores/realbroker.

About Real
Real (www.joinreal.com) is a technology-powered real estate brokerage in 20 U.S. states and the District of Columbia. Real is on a mission to make agents' lives better, creating financial opportunities for agents through higher commission splits, best-in-class technology, revenue sharing and equity incentives.

Contact Information
For more details, please contact:
The Real Brokerage Inc.
Lynda Radosevich
lynda@joinreal.com
917-922-7020

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release, and the OTCQX has neither approved nor disapproved the contents of this press release.

SOURCE The Real Brokerage Inc.

Related Links
http://www.joinreal.com

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Real Launches Agent Stock Incentive

NEWS PROVIDED BY The Real Brokerage Inc. → Sep 21, 2020, 07:30 ET

TORONTO and NEW YORK, Sept. 21, 2020 /PRNewswire/ -- The Real Brokerage Inc. (TSXV: REAX) (OTCQX: REAXF) ("Real"), a national, technology-powered real estate brokerage in the United States of America, is pleased to announce that the TSX Venture Exchange has provided final acceptance of the amendments to Real's stock option plan (the "Stock Option Plan") and new restricted share unit plan (the "RSU Plan") following the approval of Real shareholders at its annual and special meeting of shareholders held on August 20, 2020. In light of these approvals, Real is pleased to launch a new agent compensation plan (the "Incentive") to incentivize real estate agents who contribute to Real's continued growth and success.

Under the Incentive, Real agents are eligible to receive stock options exercisable for common shares of Real under the Stock Option Plan and restricted share units that vest as common shares of Real under the RSU Plan. Agents can earn these stock-based incentives in recognition of their personal performance and ability to attract agents to Real. The Incentive builds on Real's recent listings on the TSX Venture Exchange June 12, 2020 and the OTCQX Best Market on August 11, 2020.

"The Incentive gives Real agents a framework for accumulating wealth through equity in the brokerage they help build," said Tamir Poleg, Real's co-founder and CEO.

Additional details about the agent stock incentive plan can be found on joinreal.com and on Real's SEDAR profile at www.sedar.com.

About Real
Real (www.joinreal.com) is a technology-powered real estate brokerage in 20 U.S. states and the District of Columbia. Real is on a mission to make agents' lives better, creating financial opportunities for agents through higher commission splits, best-in-class technology, revenue sharing and equity incentives.

Contact Information
For more details, please contact:
The Real Brokerage Inc.
Lynda Radosevich
lynda@joinreal.com
1-917-922-7020

Forward-looking Information
This press release contains forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "likely" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof. Forward- looking information in this press release includes, without limiting the foregoing, information relating to eligibility under the Incentive and the potential to receive performance-based incentives.

---

Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to Real's business objectives, expected growth, results of operations, performance, business projects and opportunities and financial results. Real considers these assumptions to be reasonable in the circumstances. However, forward-looking information is subject to known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking information. These factors should be carefully considered and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, Real cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and Real assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release, and the OTCQX has neither approved nor disapproved the contents of this press release.

SOURCE The Real Brokerage Inc.

Related Links
http://www.joinreal.com

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The Real Brokerage Inc. (formerly ADL Ventures Inc.) Unaudited Interim Condensed Consolidated Statements of Loss and Comprehensive Loss (In thousands of U.S. dollars)

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Top-Producing Real Estate Teams and Agents Join The Real Brokerage Inc.  

NEWS PROVIDED BY

The Real Brokerage Inc. →

Feb 09, 2021, 07:30 ET

TORONTO and NEW YORK, Feb. 9, 2021 /PRNewswire/ -- The Real Brokerage Inc. (Real) (TSXV: REAX) (OTCQX: REAXF), a national, technology powered real estate brokerage in the United States, today announced high-producing real estate teams have joined Real in the fourth quarter of 2020 and first quarter of 2021 to date.

In the 12 months prior to joining Real, the new teams and agents had a closed volume of over US $1 billion in home sales.

In the 12 months prior to joining Real, the new teams and agents had a closed volume of over US $1 billion in home sales

"Real welcomes these high-performing teams and agents who embrace our culture of collaboration," said Tamir Poleg, co-founder and CEO of Real. "We are like-minded about doing great things for our local communities and the agent community at Real."

A selection of Real's new teams and individual agents include the following:

• 10X Team led by Matt Mittlestadt & Dan Fitzgerald in Austin & San Antonio, Texas
• Andrew Robinson in Columbus, Ohio
• Brayson Verzella in San Antonio, Texas
• Cavalry Group led by Enrique (Tre) Serrano in San Antonio, Texas
• Daniel Crawley in American Fork, Utah
• K.C. McKeon in Dallas, Texas
• Krista Frauenholtz in Dripping Springs, Texas
• Lance Bertolino in Houston, Texas
• Lewis Weaver in Plain City, Utah
• McLaughlin Group led by Brendan McLaughlin in Warwick, Rhode Island
• Mona London in Seattle, Washington
• Robert Climer in Westlake, Ohio
• Ryan Ferguson in Cedar Park, Texas
• The Knight Group led by Jeremy & Eileen Knight in Austin, Texas
• The Needle Group led by Dianne Needle in Boston, Massachusetts
• Sara Tufano in Wallingford, Connecticut
• The Goss Team led by Thomas Goss in Harrisville, Rhode Island
• Team Hastings led by Zanthia Hastings in Hunterville, North Carolina
• Tirado Group led by Martin Tirado in San Antonio, Texas

About Real

Real (www.joinreal.com) is a technology-powered real estate brokerage operating in 24 U.S. states and the District of Columbia. Real is on a mission to make agents' lives better, creating financial opportunities for agents through higher commission splits, best-in-class technology, revenue sharing and equity incentives.

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The Real Brokerage Inc. (formerly ADL Ventures Inc.)

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Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference of our report dated March 19, 2021, relating to the consolidated financial statements of The Real Brokerage Inc. appearing in this annual Report on Form 40-F for the year ended December 31, 2020.

 

 

/S/ Brightman Almagor Zohar & Co.
Certified Public Accountants
A Firm in the Deloitte Global Network

Tel Aviv, Israel

May 25, 2021

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