The Real Brokerage Inc. Announces Filing of Final Base Shelf Prospectus

Rhea-AI Summary

The Real Brokerage Inc. (NASDAQ: REAX) has successfully obtained a receipt for a final short form base shelf prospectus, allowing the company to distribute up to US$200 million in securities over a 25-month period. This includes common shares, warrants, units, debt securities, and subscription receipts. The registration statement has been filed with the SEC but is not yet effective, meaning securities cannot be sold in the U.S. until it becomes effective. The Shelf Prospectus will provide further details on any upcoming offerings.

Positive

• Obtained a final short form base shelf prospectus enabling distribution of up to US$200 million in securities.
• The Shelf Prospectus remains effective for 25 months, allowing flexibility in financing options.

Negative

• The Registration Statement with the SEC is not yet effective, delaying the ability to sell securities in the U.S.

TORONTO & NEW YORK--(BUSINESS WIRE)-- The Real Brokerage Inc. (“Real” or the “Company”) (NASDAQ: REAX) (TSX: REAX), an international, technology-powered real estate brokerage, is pleased to announce that it has obtained a receipt for a final short form base shelf prospectus (the “Shelf Prospectus”) from the securities regulatory authorities in each of the provinces and territories of Canada. A corresponding registration statement on Form F-10 (the “Registration Statement”) has been filed with the United States Securities and Exchange Commission (the “SEC”) under the Canada/U.S. Multijurisdictional Disclosure System (“MJDS”).

The Shelf Prospectus and Registration Statement (when effective) qualify the distribution from treasury and secondary distribution of up to US$200 million of common shares, warrants, units, debt securities and subscription receipts (collectively, “Securities”) or any combination thereof, during the 25-month period that the Shelf Prospectus remains effective (subject to MJDS eligibility). The specific terms of any future offering of Securities will be set forth in a prospectus supplement to the Shelf Prospectus, which will be filed with the applicable Canadian securities regulatory authorities and the SEC in connection with any such offering.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

The Registration Statement has been filed with the SEC, but is not yet effective. Securities may not be offered or sold in the United States nor may offers to buy be accepted prior to the time the Registration Statement becomes effective and a prospectus supplement is filed with the SEC. A copy of the Shelf Prospectus can be found on the Company’s SEDAR profile at www.sedar.com, and a copy of the Registration Statement can be found on EDGAR at www.sec.gov.

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, statements with respect to the amount and terms of any offering of Securities under the Shelf Prospectus and Registration Statement, the effectiveness of the Registration Statement, and the filing of any prospectus supplement.

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.

About Real

The Real Brokerage Inc. (NASDAQ: REAX) (TSX: REAX) is revolutionizing the residential real estate industry by pairing best-in-class technology with the trusted guidance of the agent-led experience. Real delivers a cloud-based platform to improve efficiencies and empower agents to provide a seamless end-to-end experience for homebuyers and sellers. The company was founded in 2014 and serves 44 states, D.C., and two Canadian provinces with over 7,000 agents. Additional information can be found on its website at onereal.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20221020006009/en/

For additional information, please contact:

Jason Lee

Vice President, Capital Markets & Investor Relations

investors@therealbrokerage.com

908.280.2515

For media inquiries, please contact:

Elisabeth Warrick

Director, Communications

elisabeth@therealbrokerage.com

201.564.4221

Source: The Real Brokerage Inc.

FAQ

What is the significance of the Shelf Prospectus for Real Brokerage Inc. (REAX)?

The Shelf Prospectus allows Real Brokerage Inc. to distribute up to US$200 million in securities over 25 months, providing capital-raising flexibility.

What types of securities can Real Brokerage Inc. issue under the Shelf Prospectus?

Real Brokerage Inc. can issue common shares, warrants, units, debt securities, and subscription receipts under the Shelf Prospectus.

Is the Registration Statement for Real Brokerage Inc. effective?

No, the Registration Statement has been filed with the SEC but is not yet effective, meaning securities cannot be sold in the U.S. until it is.

How long is the Shelf Prospectus effective for Real Brokerage Inc.?

The Shelf Prospectus is effective for a period of 25 months.