Mr. Moshe Cohen reports

ADRABBIT LIMITED ANNOUNCES PROPOSED REVERSE TAKEOVER TRANSACTION WITH PLAYUP LIMITED

Adrabbit Ltd. has entered into a non-binding term sheet dated March 6, 2024, to acquire the PlayUp assets (as defined herein) from PlayUp Ltd., an unlisted public Australian corporation. The proposed transaction will constitute a reverse takeover under TSX Venture Exchange polices and is an arm's-length transaction as defined under the policies of the exchange. Following the completion of the proposed transaction, Adrabbit (the resulting issuer) will operate the PlayUp assets and will be listed on the exchange under the technology industry sector. All currency figures quoted herein are in Canadian dollars unless stated otherwise.

Information about PlayUp

Founded in 2014, PlayUp is a global sports, entertainment and betting operator that develops proprietary technology to power its brand and offering. The sports betting sector has grown at an unprecedented rate in the last few years due to updated legislation in both Canada and the United States, and consumers broadening their adoption of on-line betting. PlayUp's fantasy sports platform has been designed to create a socially interactive, peer-to-peer gaming experience and competition based on live sporting events. PlayUp's media platform specializes in monetizing content from sports codes, teams and athletes.

Together, PlayUp supports over 250,000 live events annually for on-line betting (sport and racing), is a leader in fantasy sports with significant prize pools (DraftStars) and enables followers to stay updated on their favourite sports via user generated opinionated content (The Roar).

Through PlayUp's wholly owned subsidiary, PlayUp Australia Pty. Ltd., PlayUp indirectly owns all of the issued and outstanding shares of PlayUp Interactive Pty. Ltd. (PlayUp Subco), an Australian corporation, and through its wholly owned subsidiary, Fantigma Pty. Ltd., PlayUp indirectly owns certain Australian-based intellectual property rights and other assets (together with PlayUp Subco, the PlayUp assets).

PlayUp Subco

PlayUp Subco operates PlayUp's operations in Australia and New Zealand, focusing on on-line betting, fantasy sports and sports media content. It boasts a user base exceeding 100,000, with over 52,000 active users on a rolling 12-month average.

The PlayUp assets

The PlayUp assets consist of the proprietary in-house-built betting, entertainment and sports technology operated by PlayUp Subco. The platform offers a comprehensive, enterprise-level solution that is scalable and robust. Its primary features include a player account management (PAM) system, fixed-odds sports betting, fixed-odds racing (horses and greyhounds), e-sports and daily fantasy sports. Additionally, the platform can easily and seamlessly integrate third party products such as i-gaming (on-line casino, table games, bingo etc.).

Proposed transaction summary

The proposed transaction will be structured in a manner most efficient and effective to result in Adrabbit, directly or indirectly, acquiring the PlayUp assets. The final structure for the proposed transaction is subject to satisfactory tax, corporate and securities law advice for both Adrabbit and PlayUp. Trading in the shares of Adrabbit is expected to remain halted until Adrabbit meets exchange requirements for the resumption of trading.

As consideration for the PlayUp assets and subject to customary adjustments, including a proposed one-new-for-7.44-old consolidation of the issued and outstanding common shares of Adrabbit (the resulting issuer shares), PlayUp will receive 100 million common shares of Adrabbit at an aggregate deemed issue price of $35-million or 35 cents per common share.

The current issued and outstanding share capital of Adrabbit consists of 190,048,497 common shares, which is expected to become 25,666,667 common shares following the consolidation. There are currently 42,687,565 stock options of Adrabbit outstanding and 86,301,749 share purchase warrants of Adrabbit outstanding.

Unless a further financing is carried out by Adrabbit prior to completion of the proposed transaction, it is anticipated that, on completion of the proposed transaction, PlayUp will hold 60.89 per cent of the resulting issuer shares, participants in the concurrent financing (as defined below) will hold 23.49 per cent of the resulting issuer shares and Adrabbit will retain 15.63 per cent of the resulting issuer shares.

Upon completion of the proposed transaction, it is the intention of the parties that the resulting issuer will be renamed PlayUp Ltd. or such other name as may be determined by the parties and accepted by applicable regulatory authorities.

Further details concerning the proposed transaction (including additional financial information regarding the PlayUp assets) and other matters will be announced if and when a definitive agreement for the proposed transaction is reached.

Concurrent financing

In conjunction with the proposed transaction, it is anticipated that the parties shall complete an offering of a minimum of 38,571,429 subscription receipts of Adrabbit, or an affiliate thereof, at a price of 35 cents per subscription receipt, for total gross proceeds of a minimum of $13.5-million, with each subscription receipt convertible into one common share, subject to the fulfilment of certain conditions, including the exchange's conditional approval of the proposed transaction.

Conditions precedent

Completion of the proposed transaction is subject to a number of conditions, which include, but are not limited to, final due diligence by the company and PlayUp, the completion of the consolidation, the completion of the concurrent financing, the execution of definitive transaction documents, the completion of the name change, receipt of all necessary board, securityholder and regulatory approvals, and the application for, and approval of, the listing of the common shares of the resulting issuer on the exchange. Where applicable, the proposed transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.

Management and board of resulting issuer

Upon completion of the proposed transaction, it expected that the board of directors and executive team of the resulting issuer will comprise the following individuals.

Daniel Simic, proposed director and chief executive officer

Mr. Simic is the CEO of PlayUp. A passionate visionary, explorer and innovator, Mr. Simic has led many successful betting companies over the last decade. Mr. Simic has shown considerable success over multiple business opportunities and has founded and invested in a wide variety of businesses but has found his niche in wagering and gaming companies.

Dan Corsello, proposed director

Mr. Corsello is a corporate adviser with Golden Venture Capital based in Melbourne, Australia, which provides consulting services for technology companies relating to, among other things, capital raising, strategic direction, M&A (merger and acquisition), marketing and growth strategies, and commercial partnerships. Mr. Corsello was formerly the founder and managing director of Endless Solutions Cosmetic Surgery, based in Port Melbourne, Victoria, Australia, a chain of clinical cosmetic clinics.

Moshe Cohen, proposed director

Mr. Cohen is currently the interim CEO, chief financial officer and a director of Adrabbit, and has experience as a director in different public companies. He has 30 years of business experience as an entrepreneur and angel investor with high-level managerial experience in product and business development for the Web, mobile, media and consumer electronics industries. Mr. Cohen is a listed inventor of more than 30 issued patents.

Fredric Leigh, proposed director

Mr. Leigh has been involved in the investment industry for over 40 years and has had a significant role as a founder, director and investor in numerous public and private companies. Mr. Leigh is also the founder and president of VC7K Capital Inc., a privately held company that has invested in early- and advanced-stage opportunities in the resources/tech/industrial sectors for over 32 years.

An additional two directors will be selected by PlayUp. Further details relating to the expected directors and management of the resulting issuer will be announced if and when a definitive agreement is reached.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Adrabbit should be considered highly speculative.

All information contained in this news release relating to PlayUp was provided by PlayUp to the company for inclusion herein. The company has not independently verified such information and shall bear no liability for any misrepresentation contained therein.

About Adrabbit Ltd.

Adrabbit develops an AI-based (artificial intelligence) advertising and marketing platform for small- and medium-sized companies that enables them to run automated large-scale advertising and marketing campaigns both on-line and on social media, including top-tier networks such as Facebook, Google and TikTok. The Adrabbit platform provides the complete advertising cycle, from ad design and creation, budget and channel recommendations, analytics, and campaign management, to the lead funnel. The Adrabbit platform integrates directly with e-commerce sites such as Shopify and WooCommerce, and is accessible as a mobile application on iOS and Android.

About PlayUp Ltd.

Founded in 2016, PlayUp is a global sports, entertainment and betting operator that develops its own proprietary technology to power its brand and offering. The sports betting sector has grown at an unprecedented rate in the last few years due to updated legislation in both Canada and the United States, and consumers broadening their adoption of on-line betting. PlayUp's sports fantasy platform designed to create a social interactive gaming network for live sports events. PlayUp's platform specializes in monetizing content from sporting clubs and athletes and starts live campaigns to support sports events, as well as offers on-line betting products, including fixed-odds sports betting, fixed-odds racing (horses and greyhounds), e-sports and daily fantasy sports, enabling sports followers to stay updated about their favourite sports and also play fantasy games based on them.

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