Elite Group Inc. (fka ELTZ)

[Stock_Gambit]

Pubco represents and warrants the following:

a. Other than for the undesignated authorized shares of Preferred Stock as stated in Pubco’s financial filings, Pubco has no other authorized or issued classes or series of shares other than the following:

i. Common Stock, of which 899,530,798 shares were issued and outstanding as at February 20, 2018, the date of Pubco’s latest financial filing with the SEC;