Item 1.01 Entry into a Material Definitive Agreement.
On January 30, 2023 (the "Closing Date"),
Elys Game Technology, Corp. (the "Company") closed a private placement offering of up to 2,000 units and entered into Subscription
Agreements (the "Agreements") with a group of accredited investors (the "Investors"), which Investors included Braydon
Capital Corp. a company owned by Claudio Ciavarella, a related party and brother of the Company’s Executive Chairman, Michele Ciavarella.
Each Unit sold to Investors was sold at a per unit price of $1,000 and was comprised of (i) a 12% convertible debenture in the principal
amount of $1,000 (the “Debentures”), and (ii) warrants to purchase shares of the Company’s common stock (the “Warrants”).
The Investors purchased a total of 1,000 units and
the Company issued Debentures for the total principal amount of $1,000,000 (the "Principal Amount") to the Investors and warrants
to purchase 2,564,102 shares of common stock of the Company.
The Debentures mature three years from their date
of issuance and bear interest at a rate of 12% per annum compounded annually and payable on the maturity date. Each Debenture is convertible,
at the option of the holder, at any time, into such number of shares of common stock of the Company equal to the principal amount of the
Debenture plus all accrued and unpaid interest at a price equal to the volume weighted average price per share (calculated to the nearest
one-hundredth of one cent) of the Company common stock on the Nasdaq stock market for the period of twenty consecutive trading days beginning
on the twenty-third trading day immediately preceding the Closing Date and concluding at the close of trading on the third trading day
immediately preceding the Closing Date, subject to adjustment as provided in the Debenture, at any time up to the Maturity Date. The Debentures
are initially convertible into 2,564,102 shares of common stock, subject to anti-dilution adjustment as provided in the Debentures. The
holder is guaranteed to receive a minimum of five months of interest in the event of an early repayment (“Redemption”) by
the Company.
In addition, the Company may accelerate this right
of conversion on at least ten (10) business days prior written notice to the Holder if there is an effective Registration Statement registering,
or a current prospectus available for, the resale of the common shares issuable on the conversion and (i) the closing price of the Company’s
common shares exceeds two hundred (200%) per cent of the Conversion Price for five (5) trading days in a thirty (30) day period or (ii)
the Company wishes to redeem or pre-pay the Debentures prior to the Maturity Date.
If at any time that the common shares issuable to
the Investors on conversion of the Debenture in whole or in part would be free trading without resale restrictions or statutory hold periods,
the Debenture is redeemable by the Company at any time or times prior to the Maturity Date on not less than ten (10) Business Days prior
written notice from the Company to the Investor of the proposed date of Redemption (the “Redemption Date”), without bonus
or penalty, provided, however, that prior to the Redemption Date, the Investor has the right to convert the whole or any part of the principal
and accrued and unpaid interest of the Debenture into common shares of the Company.
The warrants are exercisable at an exercise price
equal to the volume weighted average price per share (calculated to the nearest one-hundredth of one cent) of the Company common stock
on the Nasdaq stock market for the period of twenty consecutive trading days beginning on the twenty-third trading day immediately preceding
the Closing Date and concluding at the close of trading on the third trading day immediately preceding the Closing Date, subject to adjustment
as provided in the Warrant and expire three years after the issuance date. Each warrant is exercisable on a cashless basis in the event
that there is not an effective registration statement registering the shares underlying the warrant at the time of exercise.
The Company may accelerate the right to exercise the
Warrant on at least ten (10) business days prior written notice to the Holder if there is an effective Registration Statement registering,
or a current prospectus available for, the resale of the common shares issuable on exercise of the Warrant and the closing price of the
Company’s common shares exceeds two hundred (200%) per cent of the Exercise Price for five (5) trading days in a thirty (30) day
period.
The Warrants and Debentures
provide that if the Company issues or sells common stock of securities convertible or exercisable into common stock for a price lower
than the exercise price of conversion price that the exercise price and conversion price will be reduced to such price, subject to a
floor price of $0.35 and subject to certain exempt issuances set forth in the Debenture and Warrant.
The number of shares of common stock that may be issued
upon exercise of the Warrants and Debentures is subject to an Exchange Cap (as defined in the Debentures and Warrants) unless shareholder
approval to exceed the Exchange Cap is approved. The parties agree to amend the Debentures and Warrants as necessary in order to comply
with the requirements of the Nasdaq Capital Markets.
The Company paid no finders fees in connection with
the subscriptions.
The foregoing descriptions of the Subscription Agreement,
Debenture and Warrant are qualified in their entirety by reference to the full text of the forms of Subscription Agreement, Debenture
and Warrant, copies of each of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively.