FNGR FingerMotion Inc

On November 4, 2022, FingerMotion, Inc. (the “Company”) issued an aggregate of 1,887,500 shares of common stock at a price of $4.00 per share to eleven individuals due to the closing of our private placement at $4.00 per share for aggregate gross proceeds of $7,550,000. We relied upon the exemption from registration under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), provided by Rule 903 of Regulation S promulgated under the U.S. Securities Act for the issuance of the shares to the eleven individuals who were non-U.S. persons as the securities were issued to the individuals through offshore transactions which were negotiated and consummated outside the United States.

In connection with the closing of the private placement we issued 91,875 shares of common stock at a price of $4.00 per share for a total value of $367,500 to one individual as finder’s fees. We relied upon the exemption from registration under the U.S. Securities Act provided by Rule 903 of Regulation S promulgated under the U.S. Securities Act for the issuance of the shares to the individual who is a non-U.S. person. In addition, we paid a cash finder’s fee of $10,000 to another individual as finder’s fees. Furthermore, pursuant to an existing financial advisory agreement with Benchmark Company, LLC (“Benchmark”) and in connection with the closing of the private placement, we are required to pay Benchmark $151,000 in cash and issue to Benchmark 28,312 warrants, which will entitle it to acquire 28,312 shares of our common stock at a price of $8.22 per share until November 4, 2025. We will rely upon the exemption from registration under the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act for the issuance of the warrants to Benchmark.