OpenLocker Holdings Inc (OLKR)

[cryptorayray]

Between March 22, 2022 and May 5, 2022, Descrypto Holdings, Inc. (the “Company”) issued an aggregate of 1,481,867 shares of restricted common stock. Of this amount, the Company (i) sold an aggregate of 1,222,450 shares of restricted common stock to 11 accredited investors at a purchase price of $0.40 per share, for a total purchase price of $488,980, and (ii) issued 259,417 shares of restricted common stock to a former officer and director of the Company, as compensation for prior services. After giving effect to these issuances, the Company has 25,657,504 shares of common stock outstanding.

The securities issuances described herein were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Regulation D and Section 4(a)(2), as applicable under the Securities Act.

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