REAX 6-K 2023 - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

OFTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of August 2023

CommissionFile Number: 001-40442

THEREAL BROKERAGE INC.

(Registrant)

133Richmond Street West, Suite 302

Toronto,Ontario M5H 2L3 Canada

(Addressof Principal Executive Offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE REAL BROKERAGE INC.
	(Registrant)
Date<br> August 9, 2023	By	/s/ Tamir Poleg
		Tamir Poleg
		Chief Executive Officer

EXHIBITINDEX

Exhibit	Description of Exhibit
99.1	Interim Condensed Consolidated Financial Statements for the period ended June 30, 2023
99.2	Management’s Discussion and Analysis for the period ended June 30, 2023
99.3	Certification of Interim Filings CEO dated August 9, 2023
99.4	Certification of Interim Filings CFO dated August 9, 2023
99.5	Press<br>Release dated August 9, 2023 – The Real Brokerage Inc. Announces Second Quarter 2023 Financial Results

Exhibit 99.1

Tableof Contents

	Page
Interim<br> Condensed Consolidated Financial Statements (Unaudited):
Interim Condensed Consolidated Statements of Financial Positions	2
Interim Condensed Consolidated Statements of Loss and Other Comprehensive Loss	3
Interim Condensed Consolidated Statements of Changes in Equity	4
Interim Condensed Consolidated Statement of Cash Flows	5
Notes to the Interim Condensed Consolidated Financial Statements	6<br> - 23

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THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITIONS

(Expressed in thousands of U.S. dollars)

UNAUDITED

	Unaudited			Audited
	June 30, 2023			December 31, 2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	17,165		$	10,846
Restricted cash		29,580			7,481
Investments in financial assets		10,911			7,892
Trade receivables		1,925			1,547
Other receivables		52			74
Prepaid expenses and deposits		1,059			529
TOTAL CURRENT ASSETS		60,692			28,369
NON-CURRENT ASSETS
Intangible assets		3,314			3,708
Goodwill		10,174			10,262
Property and equipment		1,466			1,350
Right-of-use assets		-			73
TOTAL NON-CURRENT ASSETS		14,954			15,393
TOTAL ASSETS		75,646			43,762
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable		1,146			474
Accrued liabilities		21,280			11,866
Customer deposits		29,580			7,481
Other payables		1,354			1,188
Lease liabilities		-			96
TOTAL CURRENT LIABILITIES		53,360			21,105
NON-CURRENT LIABILITIES
Warrants outstanding		324			242
TOTAL NON-CURRENT LIABILITIES		324			242
TOTAL LIABILITIES		53,684			21,347
EQUITY
EQUITY ATTRIBUTABLE TO OWNERS
Share premium		56,266			63,204
Stock-based compensation reserves		32,024			25,083
Deficit		(62,217	)		(50,704	)
Other reserves		(272	)		(469	)
Treasury stock, at cost		(4,328	)		(14,962	)
EQUITY ATTRIBUTABLE TO OWNERS		21,473			22,152
Non-controlling interests		489			263
TOTAL EQUITY		21,962			22,415
TOTAL LIABILITIES AND EQUITY		75,646			43,762

The accompanying notes form an integral part of the consolidated financial statements.

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THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Expressed in thousands of U.S. dollars, except for per share amounts)

UNAUDITED

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Revenues	$	185,332		$	112,356		$	293,177		$	174,005
Commissions and other agent-related costs		167,573			103,064			264,610			158,851
Gross Profit		17,759			9,292			28,567			15,154
General and administrative expenses		9,654			6,116			18,292			11,490
Marketing expenses		10,266			5,700			17,950			9,416
Research and development expenses		1,579			1,680			3,103			2,719
Operating Loss		(3,740	)		(4,204	)		(10,778	)		(8,471	)
Other income		40			257			68			436
Finance expenses, net		(272	)		(208	)		(577	)		(372	)
Net Loss		(3,972	)		(4,155	)		(11,287	)		(8,407	)
Net income attributable to noncontrolling interests		146			53			226			114
Net Loss Attributable to the Owners of the Company		(4,118	)		(4,208	)		(11,513	)		(8,521	)
Other comprehensive income/(loss):
Cumulative (gain)/loss on investments in debt instruments classified as FVTOCI reclassified to profit or loss		42			(116	)		135			(393	)
Foreign currency translation adjustment		(85	)		190			62			394
Total Comprehensive Loss Attributable to Owners of the Company		(4,161	)		(4,134	)		(11,316	)		(8,520	)
Total Comprehensive Income Attributable to NCI		146			53			226			114
Total Comprehensive Loss		(4,015	)		(4,081	)		(11,090	)		(8,406	)
Loss per share
Basic and diluted loss per share		(0.02	)		(0.02	)		(0.06	)		(0.05	)
Weighted-average shares, basic and diluted		179,764			178,330			178,252			178,330

The accompanying notes form an integral part of the consolidated financial statements**.**

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THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(U.S. dollar in thousands)

UNAUDITED


Balance at, January 1, 2023	63,204		25,083		290	(759	)	(50,704	)	(14,962	)	263	22,415
Total loss and income	-		-		-	-		(11,513	)	-		226	(11,287	)
Total other comprehensive loss	-		-		62	135		-		-		-	197
Acquisitions of commons shares for Restricted Share Unit (RSU) plan	-		-		-	-		-		(1,411	)	-	(1,411	)
Release of treasury shares	(12,045	)	-		-	-		-		12,045		-	-
Issuance of Restricted Share Units	4,794		(4,794	)	-	-		-		-		-	-
Exercise of stock options	313		(101	)	-	-		-		-		-	212
Equity-settled share-based payment	-		11,836		-	-		-		-		-	11,836
Balance at, June 30, 2023	56,266		32,024		352	(624	)	(62,217	)	(4,328	)	489	21,962
Balance at, January 1, 2022	63,397		6,725		5	(352	)	(30,127	)	(12,644	)	-	27,004
Total loss	-		-		-	-		(8,521	)	-		114	(8,407	)
Total other comprehensive loss	-		-		394	(393	)	-		-		-	1
Acquisitions of commons shares for Restricted Share Unit (RSU) plan	-		-		-	-		-		(5,692	)	-	(5,692	)
Release of vested common shares from employee benefit trusts	93		-		-	-		-		1,233		-	1,326
Adjustment arising from change in non-controlling interest	-		-		-	-		-		-		21	21
Exercise of stock options	47		-		-	-		-		-		-	47
Equity-settled share-based payment	-		4,111		-	-		-		-		-	4,111
Balance at, June 30, 2022	63,537		10,836		399	(745	)	(38,648	)	(17,103	)	135	18,411

The accompanying notes form an integral part of the consolidated financial statements**.**

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THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(U.S. dollar in thousands)

UNAUDITED

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
OPERATING ACTIVITIES
Net Loss	$	(3,972	)	$	(4,155	)	$	(11,287	)	$	(8,407	)
Adjustments for:
Depreciation		284			135			553			138
Equity-settled share-based payment		6,075			274			11,836			1,211
Finance costs		116			100			299			209
Loss on short term investments		-			(339	)		-			(135	)
Stock Compensation Payable (RSU)		-			2,481			-			4,051
Changes in operating asset and liabilities:
Trade receivables		(526	)		111			(378	)		14
Other receivables		23			21			22			(43	)
Prepaid expenses and deposits		(306	)		149			(530	)		(851	)
Accounts payable		776			517			672			565
Accrued liabilities		6,333			3,554			9,414			4,955
Customer deposits		14,144			(1,590	)		22,099			11,281
Other payables		641			7			166			471
NET CASH PROVIDED BY OPERATING ACTIVITIES		23,588			1,265			32,866			13,459
INVESTING ACTIVITIES
Purchase of property and equipment		(110	)		(249	)		(250	)		(625	)
Acquisition of subsidiaries		-			-			-			(7,445	)
Investment Deposits in Debt Instruments held at FVTOCI		(3,223	)		3,989			(3,729	)		3,989
Investment Withdrawals in Debt Instruments held at FVTOCI		845			-			845			-
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		(2,488	)		3,740			(3,134	)		(4,081	)
FINANCING ACTIVITIES
Purchase of common shares for Restricted Share Unit (RSU) Plan		(810	)		(1,180	)		(1,411	)		(5,692	)
Proceeds from exercise of stock options		146			24			212			47
Payment of lease liabilities		(16	)		(22	)		(96	)		(45	)
Cash disbursements for non-controlling interest					(43	)		-			(43	)
NET CASH USED IN FINANCING ACTIVITIES		(680	)		(1,221	)		(1,295	)		(5,733	)
Net change in cash, cash equivalents and restricted cash		20,420			3,783			28,437			3,645
Cash, cash equivalents and restricted cash, beginning of period		26,411			28,988			18,327			29,129
Fluctuations in foreign currency		(87	)		(252	)		(19	)		(254	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE	$	46,745		$	32,520		$	46,745		$	32,520
SUPPLEMENTAL DISCLOSURE OF NON CASH ACTIVITIES
Share-based compensation as part of Expetitle acquisition		-			-			-			4,325
Increase in non-controlling interest		146			-			226			-

The accompanying notes form an integral part of the consolidated financial statements**.**

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THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2023 and 2022

UNAUDITED

1. General Information

The Real Brokerage Inc. (“Real” or the “Company”) is a technology-powered real estate brokerage firm, licensed in 47 U.S. states, the District of Columbia, and 4 provinces in Canada. Real offers agents a mobile focused tech-platform to run their business.

The consolidated operations of Real include the wholly-owned subsidiaries of Real, including those wholly-owned subsidiaries involved in the brokerage, title and mortgage business operations. The Company also has investments in joint ventures which are accounted for using the equity method.

On May 17, 2021, the TSX Venture Exchange (the “TSXV”) accepted the Company’s Notice of Intention to implement a normal course issuer bid (“NCIB”). On May 19, 2022, the Company announced that it renewed its NCIB to be transacted through the facilities of the NASDAQ Capital Market (“NASDAQ”) and other stock exchanges and/or alternative trading systems in the United States and/or Canada. Pursuant to the NCIB, Real was able to purchase up to 8.9 million common shares of the Company (“Common Shares”), representing approximately 5% of the total 178.3 million Common Shares issued and outstanding as of May 19, 2022. On May 24, 2023, the Company announced that it renewed its NCIB pursuant to which, Real may purchase up to approximately 9.0 million Common Shares, representing approximately 5% of the total 180 million Common Shares issued and outstanding as of May 18, 2023. Purchases will be made at prevailing market prices and may be conducted during the twelve-month period ended May 28, 2024.

The NCIB is being conducted to acquire Common Shares for the purposes of satisfying restricted share unit (each, an “RSU”) obligations. The Company appointed CWB Trust Services (the “Trustee”) as the trustee for the purposes of arranging the acquisition of Common Shares and to hold the Common Shares in trust for the purposes of satisfying RSU payments as well as deal with other administrative matters. Through the Trustee, RBC Capital Markets was engaged to undertake purchases under the NCIB.

During the six-month period ended June 30, 2023, the Company repurchased 1.1 million Common Shares in the amount of $1.4 million.

On July 26, 2022, the Company’s Common Shares commenced trading on the Toronto Stock Exchange (the “TSX”) under the symbol “REAX”. Concurrent to the graduation to the TSX, the Common Shares were voluntarily delisted from the TSXV. Trading of the Common Shares continues on the NASDAQ under the same symbol, “REAX”.

2. Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2022.

A. Basis of preparation

The unaudited interim condensed consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting as issued by the International Accounting Standards Board (IASB). The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Company’s annual audited consolidated financial statements for the period ended December 31, 2022. These unaudited interim condensed consolidated financial statements were authorized for issuance by the Company’s Board of Directors on August 8, 2023.

All dollar amounts are in U.S. dollars unless otherwise stated.

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THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2023 and 2022

UNAUDITED

B. Significant judgments, estimates and assumptions

The preparation of Real’s unaudited interim condensed consolidated financial statements require management to make judgments, estimates and assumptions that affect the amounts reported. In the process of applying Real’s accounting policies, management was required to apply judgment in certain areas. Estimates and assumptions made by management are based on events and circumstances that existed at the unaudited interim condensed consolidated balance sheet date. Accordingly, actual results may differ from these estimates.

The significant judgments, estimates and assumptions in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2022.

3. EXPETITLE ACQUISITION

On January 20, 2022, the Company completed the acquisition of 100% of the issued and outstanding equity interests of Expetitle, Inc. (“Expetitle”) pursuant to a stock purchase agreement (the “Expetitle Transaction”). Expetitle had developed technology that simplifies the paper-intensive and time-intensive title and eEscrow process, reducing errors and saving time. Agents and homebuyers can navigate the entire closing experience in a few clicks using Expetitle’s mobile app. As part of the Expetitle Transaction, the Company also acquired 51% ownership of five subsidiaries of Expetitle. The noncontrolling ownership interest in these five subsidiaries of Expetitle recognized at the acquisition date was measured by reference to the fair value of the non-controlling interest and amounted to $21 thousand. The aggregate purchase price for 100% of the issued and outstanding equity interests of Expetitle was comprised of cash consideration of $7.4 million payable at the closing of the Expetitle Transaction and contingent consideration of $600 thousand in cash subject to escrow, that would be released after twelve (12) months upon the satisfaction or waiver of the following terms and conditions: (i) the key employees remain at their current position with the Company for at least twelve (12) months after the closing of the Expetitle Transaction and (ii) Expetitle will become licenced to operate in at least fifteen states, including the then current states of operation, Florida, Georgia, and Texas. In addition, certain Expetitle employees were entitled to a cash payment of $200 thousand subject to the same terms as set out for the contingent consideration. The contingent terms were met and the $800 thousand that was in escrow was released on January 23, 2023.

As part of the Expetitle Transaction, Real granted an aggregate of 700 thousand incentive stock options (“Options”) and an aggregate of 1.1 million RSUs to shareholders and members of the Expetitle team. The fair value of those Options was $4.8 million from which $4.3 million was determined to be part of the consideration and $451 thousand that was recorded immediately to the statement of loss and comprehensive loss as post transaction employee compensation which vests immediately. The Options are exercisable for a period of 3 years at $3.60 per Common Share. In addition, and as part of the transaction, the Company provided cash grants to the Expetitle employees in the amount of $168 thousand.

We have completed the valuation of the acquired assets and assumed liabilities and have assigned $3.4 million as the fair value of the Company’s developed technology and $8.4 million as the residual goodwill. Goodwill represents expected synergies, future income and growth potential, and other intangibles that do not qualify for separate recognition. None of the goodwill arising from this acquisition is expected to be deductible for tax purposes.

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THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2023 and 2022

UNAUDITED

The following table summarizes the recognized amounts of assets acquired and liabilities assumed, total consideration, and cash flow related to the Expetitle Transaction (in thousands):


Recognized amounts of assets acquired and liabilities assumed
Cash	80
Other Current Assets	42
In Trust Cash	960
Goodwill	8,393
Intangible Assets	3,364
Accounts Payables and Accrued Liabilities	(103	)
Held in Trust Funds	(960	)
Other Payables	(19	)
Net Assets Acquired	11,757
Cash Flow
Total Consideration	(11,757	)
Acquired Cash	80
Equity-settled share-based payment	4,325
Cash from Investing Activities	(7,352	)

4. REdline real estate group acquisition

On November 3, 2022, the Company acquired, through a wholly owned subsidiary, all of the issued and outstanding common shares of Redline Real Estate Group (BC) Inc. (“Redline BC”) pursuant to a share purchase agreement between the Company, Redline BC and Redline Realty Investments Inc. (“Redline Realty”). The acquisition, which includes Redline’s real estate license to operate in British Columbia, fueled the Company’s expansion into Canada’s third largest province. The transaction was settled in nominal cash consideration for an aggregate purchase price of one Canadian dollar. The Company has determined that the Redline Transaction meets the definition of business combinations within the scope of IFRS 3, Business Combination. The measurement period ends as soon as the company receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable. However, the measurement period shall not exceed one year from the acquisition date.

The following table summarizes the fair value of the acquired assets and assumed liabilities, with reference to the acquisition as of the acquisition date (in thousands):


Recognized amounts of assets acquired and liabilities assumed
Cash & Cash in Trust	30
Amount Held in Trust	(30	)
Net Assets Acquired	-
Consideration	-

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THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2023 and 2022

UNAUDITED

5. LEMONBREW LENDING ACQUISITION

On December 9, 2022, pursuant to the terms of a share purchase agreement dated September 23, 2022 between the Company, LemonBrew Lending Corp. (“LemonBrew Lending”) and LemonBrew Technologies Corp. (“LemonBrew Technologies”), the Company acquired 100% of the issued and outstanding equity interests of LemonBrew Lending from the seller for an aggregate purchase price of $1.25 million (the “LemonBrew Transaction”). The purchase price was satisfied by (i) cash in the amount of $800 thousand and (ii) the issuance of 351,837 Common Shares (the “Consideration Shares”) at a deemed issued price of $1.279 per share. The issued price of the Consideration Shares is equal to the product of $450,000 divided by the 5-day volume weighted average trading price of the Common Shares on the NASDAQ immediately prior to the closing of the LemonBrew Transaction.

In connection with the closing of the LemonBrew Transaction, the Company entered into agreements with management and key employees of LemonBrew Lending (the “LemonBrew Key Employee Agreements”). The LemonBrew Key Employment Agreements provide for performance-based milestone payments of $2.5 million payable over 36 months following closing of the LemonBrew Transaction, of which $2 million will be payable in cash and $500 thousand will be payable in restricted share units of the Company. The performance-based milestones are:

●	LemonBrew achieving at least $500 thousand in EBITDA for the first 12-month period following closing, $1 million in EBITDA for the second<br>12-month period following closing, and $2 million in EBITDA for the third 12-month period following closing
●	Certain employees remaining in their roles to be established with Real during the transaction

These payments are considered separate from the aggregate purchase price. Management believes that there is no likelihood of achieving the performance-based milestones and has not recognized any expenses related to the performance-based milestone payment.

The Company has determined that the LemonBrew Transaction meets the definition of business combinations within the scope of IFRS 3, Business Combination. The measurement period ends as soon as the company receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable. However, the measurement period shall not exceed one year from the acquisition date.

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THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2023 and 2022

UNAUDITED

The following table summarizes the recognized amounts of assets acquired and liabilities assumed, total consideration, and cash flow related to the LemonBrew Transaction (in thousands). The following amounts are provisional and will be adjusted during the measurement period, and additional assets or liabilities may be recognized to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date:


Recognized amounts of assets acquired and liabilities assumed
Current Assets	27
Other Assets	119
Goodwill	1,179
Accounts Payables and Accrued Liabilities	(11	)
Other Payables	(64	)
Net Assets Acquired	1,250
Consideration
Cash	800
Common shares issued	450
Total Consideration	1,250
Cash Flow
Total Consideration	(1,250	)
Equity-settled share-based payment	450
Cash From Investing Activities	(800	)

6. Revenue

In the following table, revenue (in thousands) from contracts with customers is disaggregated by major service lines as well as timing of revenue recognition.

	Three Months Ended June 30,				Six Months Ended June 30,
****	2023		2022		2023		2022
Main revenue streams
Commissions		181,437		110,999		287,043		171,505
Title		948		506		1,546		908
Mortgage Income		362		-		494		-
Fee Income		1,409		639		2,352		1,085
Other		1,176		212		1,742		507
Total Revenue		185,332		112,356		293,177		174,005
Timing of Revenue Recognition
Products and Services Transferred at a Point in Time		185,332		112,356		293,177		174,005
Revenue from Contracts with Customers		185,332		112,356		293,177		174,005

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THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2023 and 2022

UNAUDITED

7. Expenses By Nature

In the following table, cost of sales represents real estate commission paid to Company’s agents as well as to outside brokerages in Canada and Title Fee Expenses (in thousands).

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022			2023		2022
Commissions and other agent-related costs		167,573		103,064			264,610		158,851
Operating Expenses
General and Administrative Expenses		9,654		6,116			18,292		11,490
Salaries and Benefits		4,689		2,656			9,167		4,821
Stock Based Compensation		1,128		931			2,087		2,052
Administrative Expenses		905		471			1,590		822
Professional Fees		1,968		1,552			3,615		2,971
Depreciation Expense		284		135			553		138
Other General and Administrative Expenses		680		371			1,280		686
Marketing Expenses		10,266		5,700			17,950		9,416
Salaries and Benefits		203		171			310		283
Stock Based Compensation for Employees		11		(27	)		22		(16	)
Stock Based Compensation for Agents		1,640		547			3,181		1,129
Revenue Share		7,684		4,376			13,118		7,078
Other Marketing and Advertising Cost		728		633			1,319		942
Research and Development Expenses		1,579		1,680			3,103		2,719
Salaries and Benefits		748		734			1,406		1,126
Stock Based Compensation		75		(7	)		124		66
Other Research and Development		756		953			1,573		1,527
Total Cost of Sales and Operating Expenses		189,072		116,560			303,955		182,476

Finance Expenses

The following table summarizes details behind Finance costs (in thousands) as reported in the unaudited interim condensed consolidated Statement of Income (Loss):

	Three Months Ended June 30,						Six Months Ended June 30,
Description	2023			2022			2023		2022
Unrealized Losses (Gains)		123			(132	)		81		(385	)
Realized Losses (Gains)		77			1			85		53
Bank Fees		156			108			278		163
Finance Costs		(84	)		232			133		541
Other		-			(1	)		-		-
Total Finance Expenses		272			208			577		372

8. Loss Per Share

Basic and Diluted loss per share

Basic loss per share is computed by dividing the loss for the period by the weighted average number of Common Shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) less any preferred dividends for the period by the weighted average number of Common Shares outstanding plus, any potentially dilutive Common Shares outstanding during the period. The Company does not pay dividends or have participating shares outstanding.

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THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2023 and 2022

UNAUDITED

The following table outlines the number of Common Shares (in thousands) and basic and diluted loss per share:

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Issued Common Shares at the beginning of the period		178,629			174,746			178,201			170,483
Effect of Warrant Exercise		-			3,584			-			7,847
Effect of Treasury Issuance		205			-			-
Effect of Share Options Exercise		930			-			51
Weighted-averagenumbers of Common Shares		179,764			178,330			178,252			178,330
Loss per share
Basic and diluted loss per share		(0.02	)		(0.02	)		(0.06	)		(0.05	)

9. Share-Based Payment Arrangements

A. Description of share-based payment arrangements

Stock option plan (equity-settled)

On January 20, 2016, the Company established a stock option plan (the “Stock Option Plan”) that entitles key management personnel and employees to purchase shares in the Company. Under the Stock Option Plan, holders of vested Options are entitled to purchase Common Shares for the exercise price as determined at the grant date.

On February 26, 2022, the Company established an omnibus incentive plan providing for up to 20% of the issued and outstanding Common Shares as of the date thereof (being 35.6 million Common Shares, less RSUs and Options outstanding under other equity inventive plans) to be issued as RSUs or Options to directors, officers, employees, and consultants of the Company (the “Omnibus Incentive Plan”). The Omnibus Incentive Plan was approved by shareholders of the Company on June 13, 2022.

In connection with the graduation to the TSX, the Company amended its Omnibus Incentive Plan (the “A&R Plan”) on July 13, 2022, and the Company’s shareholders approved the A&R Plan on June 9, 2023. Pursuant to the A&R Plan, the maximum number of Common Shares issuable pursuant to outstanding Options at any time shall be limited to 15% of the aggregate number of issued and outstanding Common Shares as of the applicable award date less the number of Common Shares issuable pursuant to Options under the A&R Plan or any other security based compensation arrangement of the Company. In addition, the Company is authorized to grant up to 70,000,000 RSUs pursuant to the A&R Plan. The RSU limit is separate and distinct from the maximum number of Common Shares reserved for issuance pursuant to Options under the A&R Plan.

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THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2023 and 2022

UNAUDITED

Thefollowing table depicts the number of Options granted apart from the Company’s various acquisitions (in thousands):

Grant Date		Vesting Conditions	Contractual Life of Options
Balance January 1, 2022	22,287
On March, 2022	240	3 years quarterly vest	10 years
On May, 2022	320	3 years quarterly vest	10 years
On August, 2022	4,000	25% on first anniversary, then quarterly vesting	10 years
On August, 2022	145	3 years quarterly vest	10 years
On November, 2022	55	3 years quarterly vest	10 years
On December, 2022	10	3 years quarterly vest	10 years
Balance December 31, 2022	27,057
Balance January 1, 2023	27,057
On March, 2023	1,500	16.7% on first anniversary, then quarterly vesting	10 years
On March, 2023	15	3 years quarterly vest	10 years
On June, 2023	65	3 years quarterly vest	10 years
Balance June 30, 2023	28,637

B. Measurement of fair value

The fair value of the Options has been measured using the Black-Scholes formula which was also used to determine the Company’s share value. Service and non-market performance conditions attached to the arrangements were not considered in measuring fair value. The inputs used in the measurement of the fair value at the grant and measurement date were as follows:

	June 30, 2023		December 31, 2022
Share price	$	1.91	$	1.05
Exercise price	$	1.25 to 1.40	$	1.35<br>to 2.45
Expected volatility (weighted-average)		108.0		108.0
Expected life (weighted-average)		10 years		10 years
Expected dividends		-		-
Risk-free interest rate (based on US government bonds)		3.62 – 3.65		1.95 – 2.89

All values are in US Dollars.

Expected volatility has been based on an evaluation of historical volatility of the company’s share price.

C. Reconciliation of outstanding stock-options

The following table outlines the number of Options (in thousands) and weighted-average exercise price:

	June 30, 2023						December 31, 2022
	Number of Options			Weighted-Average Exercise Price			Number of Options			Weighted-Average Exercise Price
Outstanding at beginning of year		21,746		$	0.87			20,815		$	0.71
Granted		1,580			1.26			4,770			1.61
Forfeited/ Expired		(191	)		(1.78	)		(2,450	)		(2.35	)
Exercised		(395	)		(0.27	)		(1,389	)		(0.23	)
Outstanding at end of period		22,740		$	0.90			21,746		$	0.87
Exercisable as at end of period		13,665						11,046

The Options outstanding as of June 30, 2023 had a weighted average exercise price of $0.90 (December 31, 2022: $0.90) and a weighted-average contractual life of 10 years (December 31, 2022: 10 years).

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THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2023 and 2022

UNAUDITED

D. Restricted share unit plan

Restricted share unit plan

Under the Company’s agent performance grant program, the Company issues RSUs to agents based on an agent meeting certain performance metrics, and successfully attracting other performing agents to the Company. Each RSU entitles the holder to one Common Share or cash payment in lieu of a Common Share. The RSUs have a three-year vesting term and are subject to forfeiture in certain circumstances. The Company recognizes expense from the issuance of these RSUs during the applicable vesting period based upon the best available estimate of the number RSUs expected to vest with a corresponding increase in stock-based compensation reserve. The expense recognized from the issuance of RSU awards for the six-month period ended June 30, 2023 was $2.5 million, and was classified as marketing expense.

Under the Company’s agent stock purchase program, agents purchase RSUs, which vest after a year, using a percentage of the agent’s commission that is withheld by the Company. Each RSU entitles the holder to one Common Share or cash payment in lieu of a Common Share. The RSUs are expensed in the period in which they are issued with a corresponding increase in equity. Each agent pays the Company 15% of commissions until the commission paid to the Company totals that agent’s “cap” amount (the “Cap”). As an incentive to participate in the program, the Company issues additional RSUs (“Bonus RSUs”) with a value of (i) 15% of the commission withheld (the percentage was 30% prior to June 16, 2022) if an agent has not met the Cap and (ii) 30% of the commission withheld (the percentage was 50% prior to June 16, 2022) if an agent has met the Cap. The Bonus RSUs have a one-year vesting term and are subject to forfeiture in certain circumstances. The RSUs purchased under the program and the Bonus RSUs are expensed when they are issued with a corresponding increase in stock-based compensation reserve.

Stock compensation awards granted to full time employees (“FTEs”) are classified as a General and Administrative, Research & Development, or Marketing expense based on the appropriate department within the interim Condensed Consolidated Statements of Loss and Other Comprehensive Loss.

The following table illustrates the Company’s stock activity (in thousands of units) for the restricted share unit plan.


Balance at, December 31, 2021	3,965
Granted	16,053
Vested and Issued	(2,504	)
Forfeited	(606	)
Balance at, December 31, 2022	16,908
Granted	10,342
Vested and Issued	(3,788	)
Forfeited	(1,391	)
Balance at, June 30, 2023	22,071

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THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2023 and 2022

UNAUDITED

Stock Based Compensation Expense

The following table provides a detailed breakdown of the stock-based compensation expense (in thousands) as reported in the Consolidated Statement of Loss and Comprehensive Loss.

	For the Six Months Ended
	June 30, 2023						June 30, 2022
	Options Expense		RSU Expense		Total		Options Expense			RSU Expense		Total
Marketing Expenses – <br>Agent Stock Based Compensation		687		2,494		3,181		520			609		1,129
Marketing Expenses – <br>FTE Stock Based Compensation		4		18		22		(16	)		-		(16	)
Research and Development – <br>FTE Stock Based Compensation		54		70		124		23			43		66
General and Administrative – <br>FTE Stock Based Compensation		1,389		698		2,087		684			1,368		2,052
Total Stock Based Compensation ^(i)^		2,134		3,280		5,414		1,211			2,020		3,231

(i) Stock Based Compensation Expense excludes Stock Based Compensation recognized under Cost of Goods Sold.

On May 20, 2021, the Company began transacting under the NCIB to purchase up to 7.2 million of its Common Shares representing approximately 5% of the total 143 million Common Shares issued and outstanding as of April 30, 2021. On May 19, 2022, the Company announced that it renewed the NCIB. Pursuant to the renewed NCIB, Real may purchase up to 8.9 million Common Shares, representing approximately 5% of the total 178.3 million Common Shares issued and outstanding as of May 19, 2022. The purpose of the purchase of Common Shares under the NCIB is to enable the Company to acquire shares to satisfy its RSU grants for shares. On May 24, 2023, the Company announced that it renewed its NCIB pursuant to which, Real may purchase up to 9 million common shares of the Company, representing approximately 5% of the total 180 million Common Shares issued and outstanding as of May 18, 2023. The NCIB shall terminate on the earlier of May 28, 2024 and the date on which the maximum number of Common Shares purchasable under the NCIB is acquired by the Company.

The Company appointed the Trustee for the purposes of arranging for the acquisition of the Common Shares and to hold the Common Shares in trust for the purposes of satisfying restricted share unit payments as well as deal with other administration matters. Through the Trustee, RBC Capital Markets was engaged to undertake purchases under the NCIB for the purposes of the RSU Plan, the Omnibus Incentive Plan, and the A&R Plan.

10. CasH AND CASH EQUIVALENTS

In the statement of financial position, cash and bank balances comprise cash (i.e. cash on hand and demand deposits) and cash equivalents. Cash equivalents are short-term (generally with original maturity of three months or less), highly liquid investments that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value. Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.

Bank balances for which use by the Company is subject to third party contractual restrictions are included as part of cash unless the restrictions result in a bank balance no longer meeting the definition of cash. Restricted cash consists of cash held in escrow by the Company’s brokers and agents on behalf of real estate buyers. The Company recognizes a corresponding customer deposit liability until the funds are released. Once the cash is transferred from escrow, the Company reduces the respective customers’ deposit liability.

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THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2023 and 2022

UNAUDITED

11. Investments in Available for Sale Securities at Fair Value

The following table provides a detailed breakdown of short term investments (in thousands) as reported in the Consolidated Statements of Financial Positions:

Description
Cash Investments	-	2,823		-	2,823
Fixed Income	6,997	886		130	8,013
Fixed Income – <br>Mutual Funds	840	(845	)	5	-
Investment Certificate	55	20		-	75
Short Term Investments	7,892	2,884		135	10,911

Investment securities are recorded at fair value. The Company’s investment securities portfolio consists primarily of cash investments, debt securities issued by U.S. government agencies, local municipalities and certain corporate entities. The products in the Company’s investment portfolio have maturity dates ranging from less than one year to over 20 years.

The fair value of investment securities is impacted by interest rates, credit spreads, market volatility, and liquidity conditions. Net unrealized gains and losses in the portfolio are included in Other Comprehensive Income (Loss). An unrealized loss exists when the current fair value of an individual security is less than the amortized cost basis.

12. Property and Equipment

Reconciliation of Carrying Amounts (in thousands)


Cost
Balance at December 31, 2021	205	-	69		274
Additions	413	995	164		1,572
Balance at December 31, 2022	618	995	233		1,846
Additions (Adjustment)	-	-	(58	)	(58	)
Additions	28	223	-		250
Balance at June 30, 2023	646	1,218	175		2,038
Accumulated Depreciation
Balance at December 31, 2021	39	-	65		104
Acquired Depreciation	92	26	137		255
Depreciation	79	57	1		137
Balance at December 31, 2022	210	83	203		496
Depreciation (Adjustment)	-	-	(67	)	(67	)
Depreciation	55	83	5		143
Balance at June 30, 2023	265	166	141		572
Carrying Amounts
Balance at December 31, 2022	408	912	30		1,350
Balance at June 30, 2023	381	1,052	34		1,466

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THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2023 and 2022

UNAUDITED

13. INTANGIBLE ASSETS AND GOODWILL

We record goodwill associated with acquisitions of businesses when the purchase price of the business exceeds the fair value of the net tangible and identifiable assets acquired. We review goodwill for impairment on an annual basis in the fiscal fourth quarter or on an interim basis if an event occurs or circumstances change that indicate goodwill may be impaired. For the year ended December 31, 2022, we performed an assessment of goodwill which did not result in an impairment charge for the year.

Reconciliation of Carrying Amounts (in thousands)


Cost
Balance at December 31, 2021	563	602		1,165
Additions	3,370	9,660		13,030
Balance at December 31, 2022	3,933	10,262		14,195
Additions (Adjustment)	-	(88	)	(88	)
Balance at June 30, 2023	3,933	10,174		14,107
Accumulated Depreciation
Balance at December 31, 2021	113	-		113
Depreciation	112	-		112
Balance at December 31, 2022	225	-		225
Depreciation	394	-		394
Balance at June 30, 2023	619	-		619
Carrying Amounts
Balance at December 31, 2022	3,708	10,262		13,970
Balance at June 30, 2023	3,314	10,174		13,488

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THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2023 and 2022

UNAUDITED

14. Capital and Reserves

Share capital and share premium

All Common Shares rank equally with regards to the Company’s residual assets. Preference shareholders participate only to the extent of the face value of the shares. The following table is presented in thousands:

	Share Premium				Non-controlling Interests				Non-redeemable Preference Shares
	June 30, 2023			December 31, 2022	June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022
In issue at beginning of year		48,242		50,753		263		-		-		-
Issued for cash		-		-		-		-		-		-
Conversion		-		-		-		-		-		-
Exercise of stock options		313		663		-		-		-		-
Common shares acquired		(1,411	)	(8,060)		-		-		-		-
Release of vested common shares from employee benefit trusts		4,794		4,886		-		-		-		-
Non-controlling interest		-		-		226		263		-		-
Inissue at end of year – fully paid		51,938		48,242		489		263		-		-
Authorized<br> shares		Unlimited		Unlimited		Unlimited		Unlimited		66,000		66,000

15. Capital Management

Real defines capital as its equity. It is comprised of Common Shares, contributed capital, retained deficit and accumulated other comprehensive loss. The Company’s capital management framework is designed to maintain a level of capital that funds the operations and business strategies and builds long-term shareholder value.

The Company’s objective is to manage its capital structure in such a way as to diversify its funding sources, while minimizing its funding costs and risks. The Company sets the amount of capital in proportion to the risk and adjusts considering changes in economic conditions and the characteristic risk of underlying assets. To maintain or adjust the capital structure, the Company may repurchase shares, return capital to shareholders, issue new shares or sell assets to reduce debt.

Real’s objective is met by retaining adequate liquidity to provide the possibility that cash flows from its assets will not be sufficient to meet operational, investing and financing requirements. There have been no changes to the Company’s capital management policies during the periods ended June 30, 2023, and December 31, 2022.

The following table presents the Company’s liquidity (in thousands):

	For the Period Ended
	June 30, 2023		December 31, 2022
Cash		17,165		10,846
Other Receivables		52		74
Investments in Financial Assets		10,911		7,892
Total		28,128		18,812

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THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2023 and 2022

UNAUDITED

16. Lease Liability and Right of Use Asset

The Company leases a corporate office in New York, NY under a lease agreement dated December 1, 2017, which expired on June 30, 2023. A summary of the changes in the right-of-use asset (in thousands) for the periods ended June 30, 2023, and December 31, 2022 is as follows:


Cost
Balance at December 31, 2021	502
Additions	107
Balance at December 31, 2022	609
Additions (Adjustment)	(69	)
Balance at June 30, 2023	540
Accumulated Depreciation
Balance at December 31, 2021	393
Acquired Depreciation	59
Depreciation	84
Balance at December 31, 2022	536
Depreciation (Adjustment)	(12	)
Depreciation	16
Balance at June 30, 2023	540
Carrying Amounts
Balance at December 31, 2022	73
Balance at June 30, 2023	-

The lease liability resulted from the lease agreement is $131 thousand (undiscounted value of $135 thousand, discount rate 4%). This liability represents the monthly lease payment from January 1, 2022 to June 30, 2023. A summary of the changes in the lease liability (in thousands) during the periods ended June 30, 2023, and December 31, 2022 is as follows:


Maturity analysis – contractual undiscounted cash flows
Less than one year	-	96
One year to five years	-	-
More than five years	-	-
Total undiscounted lease liabilities	-	96
Lease liabilities included in the balance sheet	-	96
Current	-	96
Non-current	-	-

17. OTHER PAYABLES

The other payables primarily consist of bonus payable. The contingent consideration recognized in 2022 as part of the closing of the Expetitle Transaction was released on January 23, 2023 upon the satisfaction of the following terms and conditions: (i) the key employees from Expetitle remained at their current position with the Company for at least twelve (12) months after the closing date of the Expetitle Transaction and (ii) Expetitle became licenced to operate in at least fifteen states, including the then current states of operation, Florida, Georgia, and Texas.


Contingent Consideration	-	600
Bonus Payables	1,054	203
Other Payables	300	385
Total Other Payables	1,354	1,188

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THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2023 and 2022

UNAUDITED

18. Financial Instruments – Fair Value and Risk Management

Accounting classifications and fair value (in thousands)

	For the Year Ended December 31, 2022
	Carrying Amount						Fair Value
	Financial Assets Not Measured at FV		Other Financial Liabilities		Total		Level 1		Level 2		Total
Financial Assets Measured at Fair Value (FV)
Investments in Financial Assets		-		-		-		7,892		-		7,892
Total Financial Assets Measured at Fair Value (FV)		-		-		-		7,892		-		7,892
Financial Liabilities Measured at Fair Value (FV)
Warrants		-		-		-		-		242		242
Total Financial Liabilities Measured at Fair Value (FV)		-		-		-		-		242		242
Financial Assets Not Measured at Fair Value (FV)
Cash and Cash Equivalents		10,846		-		10,846		-		-		-
Restricted Cash		7,481		-		7,481		-		-		-
Trade Receivables		1,547		-		1,547		-		-		-
Other Receivables		74		-		74		-		-		-
Total Financial Assets Not Measured at Fair Value (FV)		19,948		-		19,948		-		-		-
Financial Liabilities Not Measured at Fair Value (FV)
Accounts Payable		-		474		474		-		-		-
Accrued Liabilities		-		11,866		11,866		-		-		-
Customer Deposits		-		7,481		7,481		-		-		-
Other Payables		-		1,188		1,188		-		-		-
Total Financial Liabilities Not Measured at Fair Value (FV)		-		21,009		21,009		-		-		-
	For the Period Ended June 30, 2023
---	---	---	---	---	---	---	---	---	---	---	---	---
****	Carrying Amount						Fair Value
	Financial Assets Not Measured at FV		Other Financial Liabilities		Total		Level 1		Level 2		Total
Financial Assets Measured at Fair Value (FV)
Investments in Financial Assets		-		-		-		10,911		-		10,911
Total Financial Assets Measured at Fair Value (FV)		-		-		-		10,911		-		10,911
Financial Liabilities Measured at Fair Value (FV)
Warrants		-		-		-		-		324		324
Total Financial Liabilities Measured at Fair Value (FV)		-		-		-		-		324		324
Financial Assets Not Measured at Fair Value (FV)
Cash and Cash Equivalents		17,165		-		17,165		-		-		-
Restricted Cash		29,580		-		29,580		-		-		-
Trade Receivables		1,925		-		1,925		-		-		-
Other Receivables		52		-		52		-		-		-
Total Financial Assets Not Measured at Fair Value (FV)		48,722		-		48,722		-		-		-
Financial Liabilities Not Measured at Fair Value (FV)
Accounts Payable		-		1,146		1,146		-		-		-
Accrued Liabilities		-		21,280		21,280		-		-		-
Customer Deposits		-		29,580		29,580		-		-		-
Other Payables		-		1,354		1,354		-		-		-
Total Financial Liabilities Not Measured at<br><br> <br>Fair Value (FV)		-		53,360		53,360		-		-		-

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THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2023 and 2022

UNAUDITED

A. Transfers between levels

During the periods ended June 30, 2023, and December 31, 2022, there have been no transfers between Level 1, Level 2 and Level 3.

B. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

‒ credit risk (see (ii));

‒ liquidity risk (see (iii));

‒ market risk (see (iv)); and

‒ investment risk (see (v)).

i. Risk management framework

The Company’s activity exposes it to a variety of financial risks, including credit risk, liquidity risk, market risk and investment risk. These financial risks are managed by the Company under policies approved by the Board of Directors. The principal financial risks are actively managed by the Company’s finance department, within the policies and guidelines.

On an ongoing basis, the finance department actively monitors the market conditions, with a view of minimizing exposure of the Company to changing market factors, while at the same time limiting the funding costs of the Company.

The Company’s Audit Committee oversees how management monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s receivables from customers. The receivables are processed through an intermediary trustee, as part of the structure of every deal, which ensures collection on the close of a successful transaction. In order to mitigate the residual risk, the Company contracts exclusively with reputable and credit-worthy partners.

The carrying amount of financial assets and contract assets represents the maximum credit exposure.

Trade receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers other factors may influence the credit risk of the customer base, including the default risk associated with the industry and the country in which the customers operate.

The Company does not require collateral in respect to trade and other receivables. The Company does not have trade receivable and contract assets for which no loss allowance is recognized because of collateral.

Loss rates are calculated using a ‘roll rate’ method based on the probability of a receivable progressing through successive stages of delinquency to write-off. Roll rates are calculated separately for exposures in different CGUs based on the following common credit risk characteristics – geographic region, credit information about the customer and the type of home purchased.

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THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2023 and 2022

UNAUDITED

Loss rates are based on actual credit loss experience. These rates are multiplied by scalar factors to reflect differences between economic conditions during the period over which the historical data has been collected, compared to current conditions of the Company’s view of economic conditions over the expected lives of the receivables.

As of June 30, 2023, the exposure to credit risk for trade receivables and contract asset (in thousands) by geographic region was as follows:


US	1,808	1,105
Other Regions	117	442
Trade Receivables	1,925	1,547

iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to maintaining liquidity is to ensure, as far as possible, that it will have sufficient cash and cash equivalents and other liquid assets to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

iv. Market risk

Market risk is the risk that changes in market prices – e.g. foreign exchange rates, interest rates and equity prices – will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

Currency risk

The Company is exposed to transactional foreign currency risk to the extent there is a mismatch between currencies in which purchases and receivables are denominated and the respective functional currencies of the Company. The currencies in which transactions are primarily denominated are US dollars, Israeli shekel and Canadian dollar.

Sensitivity analysis

A reasonably possible strengthening (weakening) of the U.S. dollar (USD), Israeli shekel (ILS), or Canadian Dollar (CAD) against all other currencies in which the Company operates as of June 30, 2023 and December 31, 2022 would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. The following table is presented in thousands:

	Average Rate					Period-end Spot Rate
	Strengthening		Weakening			Strengthening		Weakening
Balance at, June 30, 2023
CAD (-5% movement)		198		(198	)		267		(267	)
ILS (-5% movement)		11		(11	)		41		(41	)
Balance at, December 31, 2022
CAD (-5% movement)		355		(355	)		456		(456	)
ILS (-5% movement)		2		(2	)		6		(6	)

Foreign Currency Risk Management

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilizing forward foreign exchange contracts.

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THE REAL BROKERAGE INC.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2023 and 2022

UNAUDITED

The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities (in thousands) at the reporting date are as follows:

	Liabilities						Assets
	June 30, 2023			December 31, 2022			June 30, 2023		December 31, 2022
CAD		(26,631	)		(7,058	)		20,995		3,474
ILS		(122	)		(82	)		7,651		7,724
Total Exposure		(26,753	)		(7,140	)		28,646		11,198

v. Investment risk

The Company invested funds from the Insight Partners financing transaction into a managed investment portfolio, exposing it to risk of losses based on market fluctuations. Securities are purchased on behalf of the Company and are actively managed through multiple investment accounts. Funds apportioned for investment are allocated accordingly to the investment guidelines set forth by Management. Investments are made in U.S. currency.

The Company follows a conservative investment approach with limited risk for investment activities and has allocated the funds in Level 1 assets to reduce market risk exposure.

Information about the Company’s investment activity is included in Note 11.

19. COMMITMENTS AND CONTINGENCIES

The Company may have various other contractual obligations in the normal course of operations. The Company is not materially contingently liable with respect to litigation, claims and environmental matters, including those that could result in material mandatory damages or other relief. Any expected settlement of claims in excess of amounts recorded will be charged to profit or loss as and when such determination is made.

20. RELATED PARTY TRANSACTIONS

Balances and transactions between the company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. The Company’s key management personnel are comprised of its Chief Executive Officer, Chief Financial Officer, President, Chief Technology Officer, and Chief Marketing Officer, and other members of the executive team. Executive officers participate in the A&R Plan (see Note 9.A). Directors and officers of the Company control approximately 37.75% of the voting shares of the Company. The remuneration of key management personnel and directors of the Company who are part of related parties is set out below (in thousands):

	Period Ended
	June 30, 2023		June 30, 2022
Salaries and Benefits		1,046		1,009
Stock-Based Compensation		1,731		642
Compensation Expenses for Related Parties		2,777		1,651

21. SUBSEQUENT EVENTS

On July 28, 2023, Real announced that it’s application for a voluntary delisting of its common shares from the Toronto Stock Exchange (the “TSX”) has been approved by the Company’s Board of Directors and the TSX. It is expected that the Common Shares will be delisted from the TSX effective as of close of markets on August 11, 2023. The Common Shares will continue to be listed and trade on the Nasdaq Capital Market (the “NASDAQ”) under the symbol “REAX”.

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Exhibit99.2

BuildingYour Future, Together

The Real Brokerage Inc. (the “Company” or “Real”) is a technology-powered real estate brokerage that uses its innovative approach to change the way people buy and sell homes. Real’s model focuses on creating value and financial opportunity for agents, enabling them to deliver a better experience to their clients.

Real creates financial opportunities for agents in four key ways:

<br><br> <br>**<br><br> <br>1. Keep more commission**<br><br> <br>Our<br> unique compensation structure favors the agent, allowing them to keep 85%-100% of commissions.	<br><br> <br>**<br><br> <br>2. 100% mobile brokerage services**<br><br> <br>We<br> are 100% mobile – so agents have what they need to close the deal at their fingertips and aren’t paying for unused office<br> space.
<br><br> <br>**<br><br> <br>3. Build equity**<br><br> <br>Agents<br>can earn equity through Real’s incentive program that allows them to share in the wealth as they help to build a more valuable<br>company.	<br><br> <br>**<br><br> <br>4. Earn more with revenue sharing**<br><br> <br>Agents<br>can earn a share of revenue generated by agents referred to Real. Each referral earns 5% of a referred agents’ gross commission<br>income up to an annual cap.

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2023Highlights

Real was founded in 2014 and is domiciled in Canada and headquartered in New York City. We provide brokerage services for the real estate market in the United States and Canada. On June 30, 2023, Real was licensed in 47 states and the District of Columbia in the United States and in Alberta, Ontario, British Columbia, and Manitoba, Canada. Real’s fast-growing network of agents allows for strong relationship building, access to a nationwide referral network and seamless expansion opportunities.

11,500<br><br> <br>Agents,<br> Q2 2023	52<br><br> <br>(47<br> states, D.C., and 4 provinces in Canada)<br><br> <br>Q2<br> 2023	$293.2M<br><br> <br>Revenue,<br> YTD<br><br> <br>Q2<br> 2023	$10.8B<br><br> <br>Value<br> of sold homes, YTD<br><br> Q2 2023

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THEREAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

MANGAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

INTRODUCTION

This Management’s Discussion and Analysis (the “MD&A”) is provided to enable a reader to assess the results of operations and financial condition of The Real Brokerage Inc. (“Real” or the “Company”) for the period ended June 30, 2023, and 2022. This MD&A is dated August 9, 2023 and should be read in conjunction with unaudited interim condensed financial statements and related notes for the period ended June 30, 2023 and 2022 (the “Financial Statements”). Unless the context indicates otherwise, references to “Real”, “the Company”, “we”, “us” and “our” in this MD&A refer to The Real Brokerage Inc. and its subsidiaries. All dollar amounts are in U.S. dollars unless otherwise stated.

CAUTIONREGARDING FORWARD-LOOKING INFORMATION

Certain information included in this MD&A contains forward-looking information within the meaning of applicable Canadian securities laws. This information includes, but is not limited to, statements made in “Business Overview and Strategy”, “Results from Operations”, and other statements concerning Real’s objectives, its strategies to achieve those objectives, as well as statements with respect to management’s beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance, or expectations that are not historical facts. Forward-looking information generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “would”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plan”, “continue”, or similar expressions suggesting future outcomes or events or the negative thereof. Such forward-looking information reflects management’s current beliefs and is based on information currently available. All forward-looking information in this MD&A is qualified by the following cautionary statements.

Forward looking information necessarily involves known and unknown risks and uncertainties, which may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections, or conclusions will not prove to be accurate, assumptions may not be correct and objectives, strategic goals and priorities may not be achieved. A variety of factors, many of which are beyond Real’s control, affect the operations, performance and results of the Company and its subsidiaries, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results.

Although Real believes that the expectations reflected in such forward-looking information are reasonable and represent the Company’s projections, expectations and beliefs at this time, such information involves known and unknown risks and uncertainties which may cause the Company’s actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking information. See “Risks and Uncertainties” for further information. The reader is cautioned to consider these factors, uncertainties, and potential events carefully and not to put undue reliance on forward-looking information, as there can be no assurance that actual results will be consistent with such forward-looking information.

The forward-looking information included in this MD&A is made as of the date of this MD&A and should not be relied upon as representing Real’s views as of any date subsequent to the date of this MD&A. Management undertakes no obligation, except as required by applicable law, to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

MARKETCONDITIONS AND INDUSTRY TRENDS

Our quarterly results are dependent on the economic conditions of the markets in which we operate. The Company’s revenue and income can experience considerable variations from quarter to quarter and year to year due to factors beyond the Company’s control. The business is affected by the overall conditions of the real estate market, which is, among other factors, influenced by general economic conditions, interest rates, unemployment, home inventory levels, and mortgage rate volatility. The Company’s revenue from a real estate transaction is recorded only when funds are placed in escrow ahead of the closing of a transaction. Consequently, the timing of revenue recognition can materially affect quarterly results.

Other events and conditions that may have an impact on our business include, but are not limited to, the impact of inflation, conditions in the capital markets, changes in laws, regulations or the regulatory environment affecting our business and the effects of public health issues such as a major epidemic or pandemic that could have a negative impact on the economy and on our business. Collectively, these factors may contribute to slowed consumer demand, which can impact home affordability and negatively impact home prices. The slowdown in the U.S. residential real estate market in the second half of 2022 had a negative impact on our business and financial results. The timing of any future slowdown in the U.S. residential real estate market is highly uncertain and difficult to predict and any slowdown could have a material adverse effect on our business and profitability.

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THEREAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

Our business could be negatively impacted by a sustained period of elevated mortgage rates or further increases in mortgage rates. As mortgage rates rise, the number of home sale transactions tend to decrease as potential home sellers choose to stay with their lower mortgage rate rather than sell their home and pay a higher mortgage rate with the purchase of another home. Similarly, in higher interest rate environments, potential home buyers may choose to rent rather than pay higher mortgage rates. Changes in the interest rate environment and mortgage market are beyond our control and are difficult to predict and, as such, could have a material adverse effect on our business and profitability.

The Federal Reserve Board increased the federal funds rate by an aggregate of 425 basis points in 2022 and an additional 75 basis points during the first half of 2023 to a range of 500 to 525 basis points. This marks the highest benchmark interest rate since the onset of the Financial Crisis in late 2007. Against this backdrop, mortgage rates rose above 6% for the first time since 2008, according to the Mortgage Bankers Association, and have since predominately remained in the 6% to 7% range outside of several brief weekly readings above 7%. The sharp rise in rates compared to the prior decade has contributed to a considerable slowdown in the residential real estate market beginning in the second half of 2022. Despite encouraging data in recent months pointing to a disinflationary trend, there remains considerable uncertainty around market conditions and the Federal Reserve rate path in the medium term. Housing market activity declines have slowed considerably compared to the first quarter of 2023, but sales volume remains significantly lower compared with the same period in 2022. According to the National Association of Realtors, existing home sales in the U.S., which consists of completed transactions that include single-family homes, townhomes, condominiums and co-ops, declined 21% compared to the second quarter in 2022, but eased just 2% on a seasonally adjusted basis compared to the first quarter of 2023.

Meanwhile, Canadian home sales are showing signs of stabilization in the first half of 2023. According to the Canadian Real Estate Association National Statistics report released on July 14, 2023, Canadian national home sale volume for the second quarter of 2023 rebounded 17% from the prior quarter on a seasonally adjusted basis. However, sales volume remains 5% lower compared to the same quarter in 2022.

Beginning in 2020 during the COVID-19 pandemic and continuing through the first half of 2022, housing prices soared as demand increased while supply remained historically low. A decline in sale prices began to occur in the third quarter of 2022 following the decline in housing demand spurred by higher mortgage rates, with the median U.S. existing home price peaking at $406,000 in the second quarter of 2022 and declining to $366,700 in the first quarter of 2023. However, prices rebounded in the second quarter of 2022, to 399,000 as of June 2023. Furthermore, average home prices remain well above levels experienced prior to the COVID-19 pandemic. Meanwhile, average Canadian housing prices peaked at CAD$816,700 in February 2022 and declined to CAD$612,800 as of January 2023, but experienced a notable recovery to CAD$709,200 as of June 2023.

We continue to monitor market trends closely and note that despite stagnating transaction volumes in the market, the overall impact on the Company has been offset by the significant growth demonstrated in the number of agents transacting on our platform.

BUSINESSOVERVIEW AND STRATEGY

Real is a growing technology-powered real estate brokerage in the United States and Canada. We focus on developing technology to enhance real estate agent performance while building a scalable, efficient brokerage operation that is not dependent on a cost-heavy brick and mortar presence in the markets in which we operate.

As a licensed real estate brokerage, our revenue is generated primarily by processing real estate transactions which entitle us to commissions. We pay a portion of our commission revenue to our agents and brokers. Our strength is our ability to offer real estate agents a higher value, through a proprietary technology stack which are a set of technologies, software and tools that are used in the development and deployment of digital products, at a lower cost, compared to other brokerages, while operating efficiently and scaling quickly with increased brokerage oversight. Our proprietary technology stack puts agents at the center of a real estate transaction, and supports agents in helping their customers make one of the biggest financial decisions of their lives.

A core component of our strategy going forward will be layering in a customer-facing portal that provides a seamless end-to-end home buying experience for consumers, including access to ancillary services such as mortgage and title services. We believe that the traditional home buying process is outdated, inefficient and unnecessarily complex for consumers. We are focused on making the home buying process simpler, more enjoyable and more efficient, with clarity around the parties involved in the transaction (lender, insurer, etc.) and visibility into the closing timeline. This consumer focused portal will be in addition to the technology we provide to agents, and is a natural next step in supporting both our agents with another benefit that can be provided to their clients, and consumers who can enjoy a real estate transaction with less friction.

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THE REAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

As part of the integrated experience that we are creating, Real acquired a title company in January 2022 which has rebranded to Real Title. In addition, Real acquired a tech-enabled home loan platform in December 2022 which has been rebranded to One Real Mortgage. Real is focused on building, buying, or partnering to deliver additional ancillary services within the medium-term as part of this holistic one-stop shop strategy.

Real believes it can revolutionize the way home buying is done, making it simpler and easier for consumers by making the experience more relaxed, efficient, and enjoyable. Embarking on this transformative mission will deliver value to shareholders by better monetizing ancillary services with historically high margins while seeking to create a technology-enhanced game-changing experience for consumers.

Growthin Market Share

Our non-brick and mortar-based model is becoming increasingly desirable, enabling agents to work from anywhere by leveraging our best-in-class technology, without being tied to a costly physical office. Following our public listing on the TSX Venture Exchange (the “TSXV”) and subsequent graduation to the Toronto Stock Exchange (the “TSX”), as well as the launch of our Agent Equity Program, we entered a period of growth, driven by an increase in the number of agents joining us on a monthly basis. This trend is reflected in our results, with agents on our platform growing 105% year-over-year in 2023 and an additional 15% in the second quarter of 2023 (as compared to the first quarter of 2023) to just under 11,500 agents. We expect to continue to capture market share in 2023.

Focuson Technology

The real estate industry is generally considered to be very slow at adopting technology and as such, real estate transactions remain notoriously difficult to manage. We see an opportunity to produce agent focused software products that will create differentiation between Real and other brokerages. We also believe that margin expansion is closely tied to the improvement of internal operational efficiency through automation and the ability to scale rapidly.

We see a tremendous potential in improving the home buying and selling experience for consumers using technology, while keeping real estate agents in the center of the transaction. This approach will enable consumers to experience a faster, smoother, and more enjoyable digital based journey, while still benefiting from the expert guidance of a real estate agent throughout this exciting and highly emotional transaction. We are currently allocating resources towards developing a customer-facing portal for homebuyers where they can access all the services needed to buy or sell a home.

Recent developments

NormalCourse Issuer Bid

On May 17, 2021, the TSX Venture Exchange (the “TSXV”) accepted the Company’s Notice of Intention to implement a normal course issuer bid (“NCIB”). On May 19, 2022, the Company announced that it renewed its NCIB to be transacted through the facilities of the NASDAQ Capital Market (“NASDAQ”) and other stock exchanges and/or alternative trading systems in the United States and/or Canada. Pursuant to the NCIB, Real was able to purchase up to 8.9 million common shares of the Company (“Common Shares”), representing approximately 5% of the total 178.3 million Common Shares issued and outstanding as of May 19, 2022. On May 24, 2023, the Company announced that it renewed its NCIB pursuant to which Real may purchase up to 9 million Common Shares, representing approximately 5% of the total 180 million Common Shares issued and outstanding as of May 18, 2023. Purchases will be made at prevailing market prices, and may be conducted during the twelve-month period ending May 28, 2024.

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THE REAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

During the six-month period ended June 30, 2023, the Company repurchased 1.1 million Common Shares in the amount of $1.4 million.

ExpetitleAcquisition

On January 20, 2022, the Company completed the acquisition of 100% of the issued and outstanding equity interests of Expetitle, Inc. (“Expetitle”) pursuant to a stock purchase agreement (the “Expetitle Transaction”). The aggregate purchase price for 100% of the issued and outstanding equity interests of Expetitle was for aggregate cash consideration $8.2 million with $7.4 million payable in cash at the closing of the Expetitle Transaction and $600,000 in cash subject to escrow, that would be released after twelve (12) months upon the satisfaction or waiver of the following terms and conditions: (i) the key employees remain at their current position with the Company for at least twelve (12) months after the closing of the Expetitle Transaction and (ii) Expetitle will become licensed to operate in at least fifteen states, including then current states of operation, Florida, Georgia, and Texas. In addition, certain Expetitle employees were entitled to a cash payment of $200,000 subject to the same terms as set out for the contingent consideration. As of the reporting date, the contingent terms were met and the $800,000 that was in escrow was released on January 23, 2023. In connection with the Expetitle Transaction, Real also granted an aggregate of 700,000 incentive stock options (“Options”) and an aggregate of 1.1 million RSUs to members of the Expetitle team. The Options vest quarterly over 3 years and are exercisable for a period of 3 years at $3.60 per share. The RSUs vest quarterly over 3 years.

Subsequent to the completion of the Expetitle Transaction, Expetitle was renamed The Real Title Inc. We offer, through joint ventures in which our wholly owned subsidiary, The Real Title, Inc. is a managing member and majority owner, title insurance, and closing services for residential and/or commercial transactions.

RedlineAcquisition

LemonBrewAcquisition

On December 9, 2022, the Company completed the acquisition of LemonBrew Lending Corp. (“LemonBrew Lending”), a tech-enabled home loan platform, pursuant to the terms of a share purchase agreement dated September 23, 2022 between the Company, LemonBrew Lending and LemonBrew Technologies Corp. (“LemonBrew Technologies”). The Company acquired 100% of the issued and outstanding equity interests of LemonBrew Lending from the Seller for an aggregate purchase price of $1,250,000 (the “LemonBrew Transaction”). The purchase price was satisfied by (i) cash in the amount of $800,000 and (ii) the issuance of 351,837 Common Shares (the “ConsiderationShares”) at a deemed issue price of $1.279 per share. The issued price of the Consideration Shares was equal to the product of $450,000 divided by the 5-day volume weighted average trading price of Real’s Common Shares on the NASDAQ immediately prior to the closing of the LemonBrew Transaction.

In connection with the closing of the LemonBrew Transaction, the Company entered into certain agreements with management and key employees of Lemonbrew Lending (the “LemonBrew Key Employee Agreements”). The LemonBrew Key Employee Agreements provide for certain performance-based milestone payments of $2,500,000 payable over 36 months following closing of the LemonBrew Transaction, of which $2,000,000 will be payable in cash and $500,000 will be payable in RSUs. Subsequent to the completion of the LemonBrew Acquisition, LemonBrew Lending Corp. was renamed to One Real Mortgage.

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THE REAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

Changesto Brokerage Fees and Additional Benefits

On January 24, 2023, the Company announced changes to U.S. brokerage fees and additional benefits as we seek to grow sustainably while still offering industry-beating incentives for our agents. These changes include:

●	A<br> co-sponsored revenue share program that allows new agents to select two sponsors that split<br> 90% of the revenue share stream equally while paying the remaining 10% back to Real.
●	Expanded<br> access to Real’s share purchase program, giving agents the ability to buy shares of<br> Real stock beyond the company-issued equity awards.
●	A<br> $30 fee on each transaction to cover broker review, E&O insurance and processing expenses.
●	A<br> $175 annual fee to participate in our revenue sharing program, and a 1.2% fee on all revenue<br> share payments.
●	A<br> $100 increase of the joining fee to $249 and a $250 increase of the annual brokerage fee<br> to $750.
●	A<br> $60 increase of the post-capping transaction fee to $285, and a $29 increase to the Elite<br> Agent transaction fee to $129.

These changes went into effect in February 2023 for new agents and in April 2023 for existing agents.

Business Model

Revenueshare model

We offer agents the opportunity to earn revenue-share, paid out of Real’s portion of commissions, for new, productive agents that they personally refer and add to the Real platform. The program, which launched in November 2019, is having a major impact on our agent count and revenue growth. In February 2023, we expanded the program to allow new agents to select two sponsors that split 90% of the revenue share stream equally while paying the remaining 10% back to Real.

We are witnessing momentum in several markets, attributed to the enthusiasm generated locally by influential agents who continue to join Real and attract their colleagues to Real.

Agentexperience

We focus on creating an unparalleled agent experience through development of a unique and comprehensive mobile platform. At its core, our technology is an operating system that allows agents to build their business more rapidly, and assist them with their marketing, productivity, support, education, transaction management and more.

As part of those efforts, on August 8, 2021, we launched a new and improved agent mobile application leveraging Real’s proprietary technology platform called reZEN that delivers our agents better visibility into their business, transactions, and financials. On October 20, 2022, reZEN was further enhanced and launched to all U.S. and Canada-based agents as we continue to develop new features for the benefit of our agents.

This software is the backbone of our transaction processing efficiency and is a key to unlocking operating leverage as we continue to scale. With this update, agents no longer need a third-party system for inputting new transactions, which gives us greater control over the transaction experience, increases our brokerage oversight, allows us to better integrate our own technology as we develop our full consumer app, and drives productivity and efficiency for agents. Further, by offering an open application programming interface, Real is giving agents the flexibility to integrate technology partners of their choosing and maintain more control over their data.

Focuson teams

Real estate teams have a unique structure and are typically formed by a high producing agent who attracts other agents to work with them and enjoy the lead and mentoring provided by the team leader. To attract teams, we enhanced our team offering to include the full benefits of revenue sharing and the equity program. These incentive programs allow agents and brokers a financial mechanism to build teams across geographical boundaries in any of the markets that we serve. Agents and brokers can build teams without incurring significant additional expense, oversight responsibility or liability, while at the same time preserving and enhancing their own personal brands. The growth in brokerage teams joining Real is having a positive impact, as reflected in this year’s agent growth.

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THEREAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

Consumervision

Our focus for the future is based on our belief that the home buying experience is broken. It is an outdated process riddled with problems in need of enhanced technology to bring it into the 21^st^ century. In particular, the current home buying and selling experience is too often:

●	Unpredictable:<br> From a buyer’s perspective, unforeseen issues arise based on lack of awareness of potential<br> outcomes;
●	Chaotic:<br> Requires interactions with multiple parties (lender, insurer, etc.) with communication through<br> multiple channels; and
●	Nontransparent:<br> There is often no clear understanding in a seemingly complex and unintuitive process.

We are building a one-stop-shop platform to provide home buyers and sellers with more predictability, organization and transparency. We believe that building a technology enhanced, simplified, consumer platform combined with the help of a Real agent is the industry solution of the future.

OBJECTIVES

Real seeks to revolutionize the residential real estate industry by pairing best-in-class technology with the trusted guidance of a real estate agent. Real delivers a cloud-based platform to improve efficiencies and empower agents to provide a seamless end-to-end experience for home buyers and sellers. Using our proprietary technology, we look to provide agents with all the tools they need to successfully manage and market their business. Real plans to accomplish this through: (i) proprietary integration of technology and tools focused on facilitating and improving tasks performed by agents; (ii) offering attractive business terms to agents and the creation of multiple potential revenue streams for agents; (iii) providing excellent support and service to our agents; (iv) the creation of a nationwide collaborative community of agents; and (v) offering wealth building opportunities through equity grants.

Leveraging the engagement of real estate agents with home buyers and sellers, Real seeks to implement its holistic consumer vision, which will generate revenue through a variety of different channels.

PRESENTATIONOF FINANCIAL INFORMATION AND NON-IFRS MEASURES

Presentation of financial information

Unless otherwise specified herein, financial results, including historical comparatives, contained in this MD&A are based on the Financial Statements, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and the interpretations of the IFRS Interpretations Committee.

Non-IFRS measures

In addition to the reported IFRS measures, industry practice is to evaluate entities giving consideration to certain non-IFRS performance measures, such as earnings before interest, taxes, depreciation and amortization (“EBITDA”) or adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”).

Management believes that these measures are helpful to investors because they are measures that the Company uses to measure performance relative to other entities. In addition to IFRS results, these measures are also used internally to measure the operating performance of the Company.

These measures are not in accordance with IFRS and have no standardized definitions, and as such, our computations of these non-IFRS measures may not be comparable to measures by other reporting issuers. In addition, Real’s method of calculating non-IFRS measures may differ from other reporting issuers, and accordingly, may not be comparable.

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THE REAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

Earnings before Interest, Taxes, Depreciation and Amortization

EBITDA is used as an alternative to net income because it excludes major non-cash items such as interest, taxes, and amortization, which management considers non-operating in nature. It provides useful information about our core profit trends by eliminating our taxes, amortization, and interest which provides a more accurate comparison between our competitors. A reconciliation of EBITDA to IFRS net income is presented under the section “Results from Operations” in this MD&A.

Adjusted Earnings before Interest, Taxes, Depreciation and Amortization

Management believes that Adjusted EBITDA provides useful information about our financial performance and allows for greater transparency with respect to a key metric used by the Company for financial and operational decision-making. We believe that Adjusted EBITDA helps identify underlying trends in our business that otherwise could be masked by the effect of the expenses that we exclude in Adjusted EBITDA. In particular, we believe the exclusion of stock and stock option expenses provides a useful supplemental measure in evaluating the performance of our operations and provides additional transparency into our results of operations.

Adjusted EBITDA is used as an addition to net income (loss) and comprehensive income (loss) because it excludes major non-cash items such as amortization, interest, stock-based compensation, current and deferred income tax expenses and other items management considers non-operating in nature.

A reconciliation of Adjusted EBITDA to IFRS net income is presented under the section “Results from Operations” of this MD&A.

RESULTSFROM OPERATIONS

Select interim information (in thousands)

	For the Three Months Ended						For the Six Months Ended
	June<br> 30, 2023			June<br> 30, 2022			June<br> 30, 2023			June<br> 30, 2022
Operating<br> Results
Total<br> Revenues		185,332			112,356			293,177			174,005
Loss from<br> Continuing Operations		(3,972	)		(4,155	)		(11,287	)		(8,407	)
Total Comprehensive Loss Attributable<br> to Owners of the Parent		(4,161	)		(4,134	)		(11,316	)		(8,520	)
Per Share Basis
Basic<br> and diluted loss per share ^(ii)^		(0.02	)		(0.02	)		(0.06	)		(0.05	)
EBITDA ^(i) (iii)^		(3,501	)		(3,622	)		(10,095	)		(7,503	)
Adjusted EBITDA ^(i) (iii) (iv)^		2,618			(583	)		1,826			(1,160	)
(i)	Represents<br> a non-IFRS measure. Real’s method for calculating non-IFRS measures may differ from<br> other reporting issuers’ methods and accordingly may not be comparable. For definitions<br> and basis of presentation of Real’s non-IFRS measures, refer to the non-IFRS measures<br> section.
---	---
(ii)	Basic<br> and diluted loss per share are calculated based on weighted average of Common Shares outstanding<br> during the period.
(iii)	EBITDA<br> and Adjusted EBITDA are calculated on a trailing twelve-month basis. Refer to non-IFRS measures<br> section of this MD&A for further details.
(iv)	Adjusted<br> EBITDA for June 30, 2022 has been restated to account for Stock-Based Compensation recognized<br> in Cost of Goods Sold.

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THEREAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

Earnings before interest, taxes, depreciation and amortization (in thousands)

	For the Three Months Ended						For the Six Months Ended
	June<br> 30, 2023			June<br> 30, 2022			June<br> 30, 2023			June<br> 30, 2022
Total Comprehensive<br> Loss Attributable to Owners of the Company		(4,161	)		(4,134	)		(11,316	)		(8,520	)
Add/(Deduct):
Finance Expenses, net		272			208			577			372
Net Income Attributable to<br> Noncontrolling Interest		146			53			226			114
Cumulative (Gain)/Loss on<br> Investments in Debt Instruments Classified as at FVTOCI Reclassified to Profit or Loss		(42	)		116			(135	)		393
Depreciation		284			135			553			138
EBITDA		(3,501	)		(3,622	)		(10,095	)		(7,503	)

Adjusted earnings before interest, taxes, depreciation, and amortization (in thousands)

	For<br> the Three Months Ended						For<br> the Six Months Ended
	June<br> 30, 2023			June<br> 30, 2022			June<br> 30, 2023			June<br> 30, 2022
Total Comprehensive<br> Loss Attributable to Owners of the Company		(4,161	)		(4,134	)		(11,316	)		(8,520	)
Add/(Deduct):
Finance Expenses, net		272			208			577			372
Net Income Attributable to<br> Noncontrolling Interest		146			53			226			114
Cumulative (Gain)/Loss on<br> Investments in Debt Instruments Classified as at FVTOCI Reclassified to Profit or Loss		(42	)		116			(135	)		393
Depreciation		284			135			553			138
Stock-Based Compensation		6,075			2,884			11,836			6,062
Restructuring Expenses		44			-			85			-
Other<br> Professional Expenses		-			155			-			281
Adjusted EBITDA^(i)^		2,618			(583	)		1,826			(1,160	)
(i)	Adjusted<br> EBITDA for June 30, 2022 has been restated to account for Stock-Based Compensation recognized<br> in Cost of Goods Sold.
---	---

For the six-month period ended June 30, 2023, total revenues amounted to $293.2 million compared to $174.0 million for the six-month period ended June 30, 2022, demonstrating the effects of the Company’s growth. The Company generates substantially all its revenue from commissions from the sale of real estate properties. Other sources of revenue include fee income from the brokerage-platform and other revenues relating to ancillary services. The increase in revenues is attributable to an increase in productive agents on our platform, as well as expanding the number of states and provinces in which we operate. We are continually investing in our platform to provide agents with the tools they need to maximize their productivity, which we anticipate will further translate into a larger transaction volume closed by our agents. As we further widen our footprint within the United States and Canada, we expect this momentum to progress.

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THEREAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

For the six-month period ended June 30, 2023, total cost of sales amounted to $264.6 million compared to $158.9 million for the six-month period ended June 30, 2022. Cost of sales represents real estate commission paid to Real agents, and in Canada this also includes commissions paid to outside brokerages, as part of the Canadian regulatory process, title fees, and mortgage expenses.

Adjusted EBITDA excludes stock-based compensation expense related to our agent incentive program, stock options, and RSU expense for full time employees and management personnel. Stock-based compensation expense is affected by awards granted and/or awards forfeited throughout the year as well as increases in fair value and is more fully disclosed in Note 9 of the Financial Statements, Share-Based Payment arrangements, of the Financial Statements.

A further breakdown in revenues (in thousands) generated during the period is included below:

	For<br> the Three Months Ended				For<br> the Six Months Ended
	June<br> 30, 2023		June<br> 30, 2022		June<br> 30, 2023		June<br> 30, 2022
Main revenue<br> streams
Commissions		181,437		110,999		287,043		171,505
Title		948		506		1,546		908
Mortgage Income		362		-		494		-
Fee Income		1,409		639		2,352		1,085
Other		1,176		212		1,742		507
Total<br> Revenue		185,332		112,356		293,177		174,005
Timing<br> of Revenue Recognition
Products<br> and Services Transferred at a Point in Time		185,332		112,356		293,177		174,005
Revenue<br> from Customers with Contracts		185,332		112,356		293,177		174,005

A further breakdown in expenses (in thousands) during the period is included below:

	For<br> the Three Months Ended					For<br> the Six Months Ended
	June<br> 30, 2023		June<br> 30, 2022			June<br> 30, 2023		June<br> 30, 2022
Commissions<br> and other agent-related costs		167,573		103,064			264,610		158,851
Operating<br> Expenses
General<br> and Administrative Expenses		9,654		6,116			18,292		11,490
Salaries and Benefits		4,689		2,656			9,167		4,821
Stock Based Compensation		1,128		931			2,087		2,052
Administrative Expenses		905		471			1,590		822
Professional Fees		1,968		1,552			3,615		2,971
Depreciation Expense		284		135			553		138
Other General and Administrative<br> Expenses		680		371			1,280		686
Marketing<br> Expenses		10,266		5,700			17,950		9,416
Salaries and Benefits		203		171			310		283
Stock Based Compensation<br> for Employees		11		(27	)		22		(16	)
Stock Based Compensation<br> for Agents		1,640		547			3,181		1,129
Revenue Share		7,684		4,376			13,118		7,078
Other Marketing and Advertising<br> Cost		728		633			1,319		942
Research<br> and Development Expenses		1,579		1,680			3,103		2,719
Salaries and Benefits		748		734			1,406		1,126
Stock Based Compensation		75		(7	)		124		66
Other<br> Research and Development		756		953			1,573		1,527
Total<br> Cost of Sales and Operating Expenses		189,072		116,560			303,955		182,476

We believe that growth can and should be balanced with profits and therefore plan and monitor spend responsibly to ensure we decrease our losses. Our loss as a percentage of total revenue was 3.8% for the six-month period ended June 30, 2023 and 4.8% for the six-month period ended June 30, 2022. More detailed explanations for movements in expenses represented above can be found in the paragraphs below.

	For<br> the Six Months Ended
	June<br> 30, 2023			June<br> 30, 2022
Revenues		293,177			174,005
Cost of Sales		264,610			158,851
Cost of<br> Sales as a Percentage of Revenues		90	%		91	%

The total cost of sales for the six-month period ended June 30, 2023, was $264.6 million in comparison to $158.9 million for the six-month period ended June 30, 2022. We typically pay our agents 85% of the gross commission earned on every real estate transaction with 15% of said commissions being paid to the Company. Agents pay the Company 15% of commissions until the commission paid to the Company totals their respective “cap” amount (the “Cap”). Each agent Cap cycle resets on an annual basis on an agent’s anniversary date. As the total revenue increases, the total commission to agents’ expense increases respectively. Our margins are affected by the increase in the number of agents who achieve their Cap (which is affected by an increase in transaction volume and increases in home prices), resulting in a downward pressure as we continue to attract high producing agents. We expect to offset this pressure and increase margins through the growth of title services offered by Real Title and mortgage services offered by One Real Mortgage, and by adding additional ancillary services that will be integrated into a consumer-facing platform.

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THEREAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

Our salaries and benefits expenses for the six-month period ended June 30, 2023 was $10.9 million in comparison to $6.2 million for the six-month period ended June 30, 2022. The increase in salaries and benefits expenses were mainly due to an increase in number of full-time employees from 107 on June 30, 2022 to 145 on June 30, 2023. The increase is attributable to Real’s commitment to serve its agents and to the growth with excellence and expansion of the Company. These investments in key management and employee personnel allow us to offer best-in-class service to our agents. As the Company continues in this period of growth, it is necessary to scale operations in order to support that growth. Increases in headcount, as well as the investments Real is making in its technology infrastructure, allow us to scale at an accelerated pace and serve as key contributors to our growth. With revenue growth at 67% in comparison to the year prior, we believe we have proven our ability to do so in a highly efficient manner and with minimal impact on our operational costs. Real’s full-time employee (“FTEs”) excluding Real Title and One Real Mortgage employees to Agent ratio as of June 30, 2023 is 1:113 compared to 1:63 as of June 30, 2022.

Our stock-based compensation expense for the six-month period ended June 30, 2023 was $5.4 million in comparison to $3.2 million for the six-month period ended June 30, 2022. The increase in stock-based compensation expense is primarily due to an increase in agent base resulting in higher number of awards granted as part of our agent incentive program. For the period ended June 30, 2023 and June 30, 2022, stock-based compensation expense related to FTEs within marketing and research and development are included in the marketing and research and development expense categories.

The following table is presented in thousands:

	For<br> the Six Months Ended
	June<br> 30, 2023						June<br> 30, 2022
	Options<br> Expense		RSU<br> Expense		Total		Options<br> Expense			RSU<br> Expense		Total
Marketing<br> Expenses –<br><br> <br>Agent<br> Stock Based Compensation		687		2,494		3,181		520			609		1,129
Marketing<br> Expenses –<br><br> <br>FTE<br> Stock Based Compensation		4		18		22		(16	)		-		(16	)
Research<br> and Development –<br><br> <br>FTE<br> Stock Based Compensation		54		70		124		23			43		66
General<br> and Administrative –<br><br> <br>FTE<br> Stock Based Compensation		1,389		698		2,087		684			1,368		2,052
Total Stock Based Compensation ^(i)^		2,134		3,280		5,414		1,211			2,020		3,231

(i)	Stock-Based<br> Compensation Expense under Adjusted EBITDA includes Stock-Based compensation recognized under<br> Cost of Goods Sold.

Our professional fees for the six-month period ended June 30, 2023 were $3.6 million in comparison to $3.0 million for the six-month period ended June 30, 2022. The increase in professional fees was largely due to an increase in our broker and recruiter consulting fees as a result of our expanding geographic footprint.

Our marketing expenses for the six-month period ended June 30, 2023 were $17.9 million compared to $9.4 million for the six-month period ended June 30, 2022, primarily due to our efforts to attract agents. This increase is primarily comprised of $6.0 million increase in revenue share paid to agents as part of our revenue share model and an increase in agent related stock-based compensation expense of $2.1 million. Agents earn revenue share for new agents that they personally refer to Real and are eligible for the equity incentive program based on certain attracting and performance criteria. Real works to limit its marketing expenses paid using traditional marketing channels and focuses primarily on marketing through its agents as the main cost of acquisition. Therefore, as agent count increases so does our expense related to the revenue share and equity incentive programs.

Our research and development expenses for the six-month period ended June 30, 2023 were $3.1 million compared to $2.7 million for the six-month period ended June 30, 2022. The increase is primarily due to an increase in headcount and increase in costs related to upgrades and enhancements made to reZEN, our internal-use cloud-based residential real-estate transaction system.

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THE REAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

Financial Instruments

Financial assets and financial liabilities are recognized on the Company’s consolidated statements of financial position when Real becomes party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

Classificationand subsequent measurement

Financial assets – Policy

On initial recognition, a financial asset is classified as measured at: fair value; Fair Value through Other Comprehensive Income (FVOCI) – debt investment; FVOCI – equity investment; or Fair Value through profit and loss (FVTPL).

Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortized cost if it meets both of the following conditions as is not designated as FVTPL:

–	it<br> is held within a business model whose objective is to hold assets to collect contractual<br> cash flows; and
–	its<br> contractual terms give rise on specified dates to cash flows that are solely payments of<br> principal and interest on the principal amount outstanding.
---	---

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as FVTPL:

–	it<br> is held within a business model whose objective is achieved by both collecting contractual<br> cash flows and selling financial assets; and
–	its<br> contractual terms give rise on specified dates to cash flows that are solely payments of<br> principal and interest on the principal amount outstanding.
---	---

All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets – Business model assessment

The Company assesses the objective of the business model in which a financial asset is held at a portfolio level, because this best reflects the way the business is managed, and information is provided to management. The information considered includes:

–	the<br> stated policies and objectives for the portfolio and the operation of those policies in practice.<br> These include whether management’s strategy focuses on earning contractual interest<br> income, maintaining a particular interest rate profile, matching the duration of the financial<br> assets to the duration of any related liabilities or expected cash outflows;
–	how<br> the performance of the portfolio is evaluated and reported to the Company’s management;
---	---

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THE REAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

–	the<br> risks that affect the performance of the business model (and the financial assets held within<br> that business model) and how those risks are managed;
–	how<br> managers of the business are compensated – e.g. whether compensation is based on the<br> fair value of the assets managed or the contractual cash flows collected; and
---	---
–	the<br> frequency, volume and timing of sales of financial assets in prior periods, the reasons for<br> such sales and the expectations of future sales activity.
---	---

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales, consistent with the Company’s continuing recognition of the assets.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

Financial assets – Subsequent measurement and gains and losses

Financial<br>assets at FVTPL	These<br> assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in<br> profit or loss.
Financial<br>assets at amortized cost	These<br> assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment<br> losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition<br> is recognized in profit or loss.
Debt<br>investments at FVOCI	These<br> assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange<br> gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition,<br> gains and losses accumulated in OCI are reclassified to profit or loss.
Equity<br>investments at FVOCI	These<br> assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly<br> represents a recovery of part of the cost of the investment. Other net gains and losses recognized in OCI and are never reclassified<br> to profit or loss.

Financial liabilities – Classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and their net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

Derecognition

Financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows or the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

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THEREAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

Offsetting

Financial assets and financial liabilities are offset and the net amount presented on the consolidated statements of financial position, only when the Company has a legally enforceable right to offset the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

A breakdown of financial instruments (in thousands) for the period ended June 30, 2023 is included below

	For the Period Ended June 30, 2023
	Carrying<br> Amount						Fair<br> Value
	Financial<br> Assets Not Measured at FV		Other<br> Financial <br>Liabilities		Total		Level<br> 1		Level<br> 2		Total
Financial Assets Measured at Fair Value (FV)
Short<br> Term Investments		-		-		-		10,911		-		10,911
Total Financial Assets Measured at Fair Value (FV)		-		-		-		10,911		-		10,911
Financial Liabilities Measured at Fair Value (FV)
Warrants		-		-		-		-		324		324
Total Financial Liabilities Measured at Fair Value (FV)**		-		-		-		-		324		324
FinancialAssets Not Measured at Fair Value (FV)
Cash and Cash Equivalents		17,165		-		17,165		-		-		-
Restricted Cash		29,580		-		29,580		-		-		-
Trade Receivables		1,925		-		1,925		-		-		-
Other<br> Receivables		52		-		52		-		-		-
Total Financial Assets Not Measured at Fair Value (FV)		48,722		-		48,722		-		-		-
Financial Liabilities Not Measured at Fair Value (FV)
Accounts Payable		-		1,146		1,146		-		-		-
Accrued Liabilities		-		21,280		21,280		-		-		-
Customer Deposits		-		29,580		29,580		-		-		-
Other<br> Payables		-		1,354		1,354		-		-		-
TotalFinancial Liabilities Not Measured at Fair Value (FV)		-		53,360		53,360		-		-		-

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THEREAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

SUMMARYOF QUARTERLY INFORMATION

The following table provides selected quarterly financial information (in thousands, except per share data) for the eight most recently completed financial quarters ended June 30, 2023. This information reflects all adjustments of a recurring nature that are, in the opinion of management, necessary to present a fair statement of the results of operations for the periods presented. Quarter-to-quarter comparisons of financial results are not necessarily meaningful and should not be relied upon as an indication of future performance. The general increase in revenue and expense quarter over quarter is due to growth and expansion of the Company.

	2023						2022				2021
	Q2		Q1		Q4		Q3		Q2		Q1		Q4		Q3
Revenue	185,332		107,845		96,118		111,633		112,356		61,649		50,479		38,798
Cost of Sales	167,573		97,037		87,898		103,057		103,064		55,787		46,371		35,477
Gross Profit	17,759		10,808		8,220		8,576		9,292		5,862		4,108		3,321
Administrative Expenses	9,654		8,638		7,121		5,544		6,116		5,374		3,378		2,043
Marketing Expenses	10,266		7,684		7,061		6,197		5,700		3,716		3,790		2,154
Research and Development Expenses	1,579		1,524		1,002		1,146		1,680		1,039		682		145
Other<br> Loss (Income)	(40	)	(28	)	(62	)	(231	)	(257	)	(179	)	(249	)	-
Operating<br> Income (Loss)	(3,700	)	(7,010	)	(6,902	)	(4,080	)	(3,947	)	(4,088	)	(3,493	)	(1,021	)
Listing Expenses	-		-		16		135		-		-		-		-
Finance<br> Expenses, net	272		305		(159	)	954		208		164		352		44
Income<br> (Loss) Before Tax	(3,972	)	(7,315	)	(6,759	)	(5,169	)	(4,155	)	(4,252	)	(3,845	)	(1,065	)
Non-controlling<br> interest	(146	)	(80	)	(50	)	(78	)	(53	)	(61	)	-		-
Income<br> (Loss) Attributable to the Owners of the Parent	(4,118	)	(7,395	)	(6,809	)	(5,247	)	(4,208	)	(4,313	)	(3,845	)	(1,065	)
Other<br> Comprehensive Incomes (loss):
Unrealized Gains (Losses)<br> on Available for Sale Investment Portfolio	42		93		128		(142	)	(116	)	(277	)	(352	)	-
Foreign<br> Currency Translation Adjustment	(85	)	147		(58	)	(51	)	190		204		4		(1	)
Comprehensive<br> Income (Loss)	(4,161	)	(7,155	)	(6,739	)	(5,440	)	(4,134	)	(4,386	)	(4,193	)	(1,064	)
Non-Operating<br> Expenses:
Finance Costs	376		292		(237	)	1,174		377		502		699		43
Depreciation	284		269		108		87		135		3		83		44
Stock-Based Compensation	6,075		5,761		6,132		4,506		2,884		3,178		494		(80	)
Listing Expenses	-		-		16		135		-		-		(99	)	310
Restructuring Expense	44		41		160		62		-		-		54		3
Other<br> Expenses	-		-		456		25		155		126		-		-
Adjusted EBITDA^(i)^	2,618		(792	)	(104	)	549		(583	)	(577	)	(2,962	)	(744	)
Earnings per Share
Basic<br> and Diluted Loss per Share	(0.023	)	(0.041	)	(0.038	)	(0.029	)	(0.023	)	(0.025	)	(0.021	)	(0.006	)
(i)	Adjusted EBITDA for 2022 has been restated to account for Stock-Based<br>Compensation recognized in Cost of Goods Sold.
---	---

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THEREAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

LIQUIDITYAND CAPITAL RESOURCES

The Company has a capital structure comprised of Common Shares, contributed capital, retained deficit, and accumulated other comprehensive loss. Our primary sources of liquidity are cash and cash flows from operations as well as cash raised from investors in exchange for issuance of Common Shares. The Company expects to meet all of its obligations and other commitments as they become due. The Company has various financing sources to fund operations and will continue to fund working capital needs through these sources along with cash flows generated from operating activities.

Balance Sheet overview (in thousands)


ASSETS
Current Assets	60,692	28,369
Non-Current<br> Assets	14,954	15,393
TOTAL<br> ASSETS	75,646	43,762
LIABILITIES
Current Liabilities	53,360	21,105
Non-Current<br> Liabilities	324	242
TOTAL LIABILITIES	53,684	21,347
TOTAL<br> EQUITY	21,962	22,415
TOTAL<br> LIABILITIES AND EQUITY	75,646	43,762

As of June 30, 2023, cash and cash equivalents and investments totaled $28 million, compared to $18.7 million as of December 31, 2022. Cash is comprised of cash held in our banking accounts.

For the six-month period ended June 30, 2023, financing activities used cash of $1.3 million. Cash flow used in financing activities primarily related to the repurchases of the Common Shares for satisfying RSU obligations pursuant to the NCIB totaling $1.4 million. Cash flows from investing activities used cash of $3.1 million primarily due to investments in debt instruments. Cash flows generated in operations was $32.9 million for the six-month period ended June 30, 2023 in comparison to $9.4 million for the six-month period ended June 30, 2022. The increase in operating cash flows was primarily due to the increase in customer deposits.

We believe that our existing balances of cash and cash equivalents and cash flows expected to be generated from our operations will be sufficient to satisfy our immediate and ongoing operating requirements.

Our future capital requirements will depend on many factors, including our level of investment in technology, our rate of growth into new markets, and potential mergers and acquisitions. Our capital requirements may be affected by factors that we cannot control such as the residential real estate market, interest rates, and other monetary and fiscal policy changes. To support and achieve our future growth plans, however, we may need or seek to obtain additional funding through equity or debt financing.

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THEREAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

The following table presents liquidity (in thousands):

	For<br> the Period Ended
	June<br> 30, 2023		December<br> 31, 2022
Cash and Cash<br> Equivalents		17,165		10,846
Other Receivables		52		74
Investment<br> in Financial Assets ^[iii]^		10,911		7,892
Total Capital ^[i] [ii]^		28,128		18,812

[i] – Total Capital is not a standard financial measure under IFRS and may not be comparable to similar measures reported by other entities.

[ii] – Represents a non-IFRS measure. Real’s method for calculating non-IFRS measures may differ from other reporting issuers’ methods and accordingly may not be comparable.

[iii] – Investment securities are presented in the table below.

The following table presents Investments in Available for Sale Securities at Fair Value (in thousands):

Description
Cash Investments	-	2,823		-	2,823
Fixed Income	6,997	886		130	8,013
Fixed Income - Mutual<br> Funds	840	(845	)	5	-
Investment<br> Certificate	55	20		-	75
Short<br> Term Investments	7,892	2,884		135	10,911

The Company holds no debt obligations.

Contractual obligations

As of June 30, 2023, the Company had no guarantees, leases or off-balance sheet arrangements other than those noted in our consolidated financial statement. We had a lease for our New York office that expired on June 30, 2023. The monthly rent expense per the lease for the period ended June 30, 2023 was $7 thousand per month. The following is a schedule of Company’s future lease payments under lease obligations (in thousands):

	For<br> the Period Ended
	June<br> 30, 2023		December<br> 31, 2022
Maturity<br> analysis – contractual undiscounted cash flows
Less than one<br> year		-		96
One year to five years		-		-
More<br> than five years		-		-
Total<br> undiscounted lease liabilities		-		96
Lease<br> liabilities included in the balance sheet		-		96
Current		-		96
Non-current		-		-

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THE REAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

Capital management framework

Real’s strategy is to retain adequate liquidity to mitigate the effect of the risk that cash flows from its assets will not be sufficient to meet operational, investing and financing requirements. There have been no changes to the Company’s capital management policies during the periods ended June 30, 2023 and 2022.

INVESTMENTIN AVAILABLE FOR SALE SECURITIES AT FAIR VALUE

The Company invested surplus funds from the financing activities with Insight Partners into a managed investment portfolio. Securities are purchased on behalf of the Company and are actively managed through multiple investment accounts. The Company follows a conservative investment approach with limited risk for investment activities and has allocated the funds in Level 1 assets to reduce market risk exposure.

The Company’s investment securities portfolio consists primarily of cash investments, debt securities issued by U.S government agencies, local municipalities, and certain corporate entities. As of June 30, 2023, the total investment in securities available for sale at fair value was $10.9 million and is more fully disclosed in Note 11 of the Financial Statements, Investment Securities Available for Sale Securities at Fair Value, of the Financial Statements.

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THEREAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

OTHERMETRICS

Year-over-year quarterly revenue growth (in thousands)

	2023			2022												2021
	Q2			Q1			Q4			Q3			Q2			Q1			Q4			Q3
Revenue
Commissions		181,437			105,606			94,490			110,259			110,999			60,506			50,158			38,613
Commissions – YoY QTR		63	%		75	%		88	%		186	%		384	%		612	%		886	%		779	%
Title Revenue		948			598			477			484			506			402			-			-
Title<br> Revenue – YoY QTR		87	%		49	%		-	%		-	%		-	%		-	%		-	%		-	%
Mortgage Income		362			132			19			-			-			-			-			-
Mortgage Income – YoY QTR		-	%		-	%		-	%		-	%		-	%		-	%		-	%		-	%
Fee Income / Other Revenue		2,585			1,509			1,132			890			851			741			321			185
Fee<br> Income / Other Revenue – YoY QTR		204	%		104	%		253	%		381	%		407	%		613	%		671	%		282	%
Total Revenue		185,332			107,845			96,118			111,633			112,356			61,649			50,479			38,798
Total Revenue – YoY QTR		65	%		75	%		90	%		188	%		386	%		612	%		885	%		790	%

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THEREAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

SIGNIFICANTACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION

The preparation of the Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures as of the date of the Financial Statements. Actual results may differ from estimates under different assumptions and conditions.

Significant judgments include measure of share-based payment arrangements. Our significant judgments have been reviewed and approved by the Audit Committee for completeness of disclosure on what management believes would be relevant and useful to investors in interpreting the amounts and disclosures in the Financial Statements.

ACCOUNTINGPOLICY DEVELOPMENT

Amendmentsto IAS 1 Presentation of Financial Statements—Classification of Liabilities as Current or Non-current

The amendments to IAS 1 published in January 2020 affect only the presentation of liabilities as current or non-current in the statement of financial position and not the amount or timing of recognition of any asset, liability, income or expenses, or the information disclosed about those items.

The amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of ‘settlement’ to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services.

The amendments are applied retrospectively for annual periods beginning on or after January 1, 2023, with early application permitted. The IASB is currently considering further amendments to the requirements in IAS 1 on classification of liabilities as current or non-current, including deferring the application of the January 2020 amendments.

Amendmentsto IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures—Sale or Contribution of Assetsbetween an Investor and its Associate or Joint Venture

The amendments to IFRS 10 and IAS 28 deal with situations where there is a sale or contribution of assets between an investor and its associate or joint venture. Specifically, the amendments state that gains or losses resulting from the loss of control of a subsidiary that does not contain a business in a transaction with an associate or a joint venture that is accounted for using the equity method, are recognized in the parent’s profit or loss only to the extent of the unrelated investors’ interests in that associate or joint venture. Similarly, gains and losses resulting from the remeasurement of investments retained in any former subsidiary (that has become an associate or a joint venture that is accounted for using the equity method) to fair value are recognized in the former parent’s profit or loss only to the extent of the unrelated investors’ interests in the new associate or joint venture.

The effective date of the amendments has yet to be set by the IASB; however, earlier application of the amendments is permitted.

Amendmentsto IAS 12 Income Taxes—Deferred Tax related to Assets and Liabilities arising from a Single Transaction

The amendments introduce a further exception from the initial recognition exemption. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences.

Depending on the applicable tax law, equal taxable and deductible temporary differences may arise on initial recognition of an asset and liability in a transaction that is not a business combination and affects neither accounting nor taxable profit. For example, this may arise upon recognition of a lease liability and the corresponding right-of-use asset applying IFRS 16 at the commencement date of a lease.

Following the amendments to IAS 12, an entity is required to recognize the related deferred tax asset and liability, with the recognition of any deferred tax asset being subject to the recoverability criteria in IAS 12.

The IASB also adds an illustrative example to IAS 12 that explains how the amendments are applied.

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THE REAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

The amendments apply to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, at the beginning of the earliest comparative period an entity recognizes:

● A deferred tax asset (to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized) and a deferred tax liability for all deductible and taxable temporary differences associated with:

-	Right-of-use<br> assets and lease liabilities
-	Decommissioning,<br> restoration and similar liabilities and the corresponding amounts recognized as part of the<br> cost of the related asset

● The cumulative effect of initially applying the amendments as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at that date

The amendments are effective for annual reporting periods beginning on or after January 1, 2023, with earlier application permitted.

Amendmentsto IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors—Definition of Accounting Estimates

The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”.

The definition of a change in accounting estimates was deleted. However, the IASB retained the concept of changes in accounting estimates in the Standard with the following clarifications:

● A change in accounting estimate that results from new information or new developments is not the correction of an error

● The effects of a change in an input or a measurement technique used to develop an accounting estimate are changes in accounting estimates if they do not result from the correction of prior period errors

The IASB added two examples (Examples 4-5) to the Guidance on implementing IAS 8, which accompanies the Standard. The IASB has deleted one example (Example 3) as it could cause confusion in light of the amendments.

The amendments are effective for annual periods beginning on or after January 1, 2023 to changes in accounting policies and changes in accounting estimates that occur on or after the beginning of that period, with earlier application permitted.

Amendmentsto IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements—Disclosure of AccountingPolicies

The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances of the term ‘significant accounting policies’ with ‘material accounting policy information’. Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements.

The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or conditions is itself material.

The IASB has also developed guidance and examples to explain and demonstrate the application of the ‘four-step materiality process’ described in IFRS Practice Statement 2.

The amendments to IAS 1 are effective for annual periods beginning on or after January 1, 2023, with earlier application permitted and are applied prospectively. The amendments to IFRS Practice Statement 2 do not contain an effective date or transition requirements.

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THEREAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

DISCLOSURECONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

Disclosure controls and procedures

The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have designed controls to provide reasonable cash assurance that: (i) material information relating to the Company is made known to management by others, particularly during the period in which the annual and interim filings are being prepared; and (ii) information required to be disclosed by the Company in its annual and interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time frame specified in the securities legislation.

Based on the evaluations, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were adequate and effective as of June 30, 2023.

Internal control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Canada by National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings, and in the United States by Rule 13a-15(e) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with IFRS. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our internal control over financial reporting as of June 30, 2023, based on the criteria described in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of June 30, 2023.

Inherent limitations

It should be noted that in a control system, no matter how well conceived and operated, provide only reasonable, not absolute, assurance that the objectives of the control system are met. Given the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, including instances of fraud, if any, have been detected. These inherent limitations include, among other items: (i) that management’s assumptions and judgments could ultimately prove to be incorrect under varying conditions and circumstances; (ii) the impact of any undetected errors; and (iii) controls may be circumvented by unauthorized acts of individuals, by collusion of two or more people, or by management override.

Changes in Internal Control over Financial Reporting

There were no changes in Internal Control over Financial Reporting during the period ended June 30, 2023 that have materially affected or are reasonably likely to materially affect the adequacy and effectiveness of the Company’s Internal Control over Financial Reporting.

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THE REAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

Related party transactions

The Company’s key management personnel are comprised of its CEO, CFO, President,Chief Technology Officer, the Chief Marketing Officer, and other members of its executive team. The remuneration of key management personnel and directors of the Company who are part of related parties is set out below (in thousands):

	For<br> the Six Months Ended
	June<br> 30, 2023		June<br> 30, 2022
Salaries and Benefits		1,046		1,009
Stock-Based<br> Compensation		1,731		642
Compensation<br> Expenses for Related Parties		2,777		1,651

RISKSAND UNCERTAINTIES

There are a number of risk factors that could cause future results to differ materially from those described herein. The risks and uncertainties described herein are not the only ones the Company faces. Additional risks and uncertainties, including those that the Company does not know about as of the date of this MD&A, or that it currently deems immaterial, may also adversely affect the Company’s business. If any of the following risks occur, the Company’s business may be harmed, and its financial condition and the results of operation may suffer significantly.

Limited operating history

Our limited operating history makes it difficult for potential investors to evaluate our business or prospective operations. As a young company, we are subject to all the risks inherent in a developing organization, financing, expenditures, complications and delays inherent in a new business. Investors should evaluate an investment in us in light of the uncertainties encountered by developing companies in a competitive and evolving environment. Our business is dependent upon the implementation of our business plan and execution of our strategies, including our plan to develop a consumer facing portal. We may not be successful in implementing or business plan or executing our strategies, and cannot guarantee that, if implemented, we will ultimately be able to attain profitability.

Managing agent growth

Real may not be able to scale its business quickly enough to meet the growing needs of its affiliated real estate professionals and if Real is not able to grow efficiently, its operating results could be harmed. As Real adds new real estate professionals, Real will need to devote additional financial and human resources to improving its internal systems, integrating with third-party systems, and maintaining infrastructure performance. In addition, Real will need to appropriately scale its internal business systems and our services organization, including support of our affiliated real estate professionals as we expand over time. Any failure of or delay in these efforts could cause impaired system performance and reduced real estate professional satisfaction.

These issues could reduce the attractiveness of Real to existing real estate professionals who might leave Real and result in decreased attraction of new real estate professionals and reduced revenue and financial results.

Additional financing

From time to time, Real may need additional financing to operate or grow its business. Real’s ability to obtain additional financing, if and when required, will depend on investor and lender willingness, its operating performance, the condition of the capital markets and other facts, and Real cannot assure anyone that additional financing will be available to it on favorable terms when required, or at all. If Real raises additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of its Common Shares, and its existing shareholders may experience dilution. If Real is unable to obtain adequate financing or financing on terms satisfactory to it when it requires it, its ability to continue to support the operation or growth of its business could be significantly impaired and its operating results may be harmed.

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THE REAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

Reliance on North American real estate market

Real’s financial performance is closely tied to the strength of the residential real estate market in the United States and Canada, which is cyclical in nature and typically is affected by changes in conditions that are beyond Real’s control. Macroeconomic conditions that could adversely impact the growth of the real estate market and have a material adverse effect on our business include, but are not limited to, economic slowdown or recession, increased unemployment, increased energy costs, reductions in the availability of credit or higher interest rates, increased costs of obtaining mortgages, an increase in foreclosure activity, inflation, disruptions in capital markets, declines in the stock market, adverse tax policies or changes in other regulations, lower consumer confidence, lower wage and salary levels, or the public perception that any of these events may occur. Unfavorable general economic conditions in the United States, Canada, or other markets Real enters and operates within could negatively affect the affordability of, and consumer demand for, our services which could have a material adverse effect on our business and profitability. In addition, federal and state governments, agencies, and government-sponsored entities could take actions that result in unforeseen consequences to the real estate market or that otherwise could negatively impact Real’s business.

Regulation of United States real estate market

Real operates in the real estate industry which is a heavily regulated industry subject to complex, federal, state, provincial and local laws and regulations and third-party organizations’ regulations, policies and bylaws. Generally, the laws, rules and regulations that apply to Real’s business practices include, without limitation, the Real Estate Settlement Procedures Act (“RESPA”), the Fair Housing Act, the Dodd-Frank Act, and federal advertising and other laws, as well as comparable state statutes; rules of trade organizations such as the National Association of Realtors, local Multiple Listing Services, and state and local Associations of Realtors, licensing requirements and related obligations that could arise from our business practices relating to the provision of services other than real estate brokerage services; privacy regulations relating to our use of personal information collected from the registered users of our websites; laws relating to the use and publication of information through the Internet; and state real estate brokerage licensing requirements, as well as statutory due diligence, disclosure, record keeping and standard-of-care obligations relating to these licenses.

Additionally, the Dodd-Frank Act contains the Mortgage Reform and Anti-Predatory Lending Act (the “Mortgage Act”), which imposes a number of additional requirements on lenders and servicers of residential mortgage loans, by amending certain existing provisions and adding new sections to RESPA and other federal laws.

It also broadly prohibits unfair, deceptive, or abusive acts or practices, and knowingly or recklessly providing substantial assistance to a covered person in violation of that prohibition. The penalties for noncompliance with these laws are also significantly increased by the Mortgage Act, which could lead to an increase in lawsuits against mortgage lenders and servicers.

Maintaining legal compliance is challenging and increases business costs due to resources required to continually monitor business practices for compliance with applicable laws, rules and regulations, and to monitor changes in the applicable laws themselves.

Real may not become aware of all the laws, rules and regulations that govern its business, or be able to comply with all of them, given the rate of regulatory changes, ambiguities in regulations, contradictions in regulations between jurisdictions, and the difficulties in achieving both company-wide and region-specific knowledge and compliance.

Regulation of Canadian real estate market

Real operates in the Canadian real estate industry which is a heavily regulated industry subject to complex, federal, provincial and municipal laws, regulations and third-party organizations’ regulations, policies and bylaws. Generally, the laws, rules and regulations that apply to Real’s business practices include, without limitation, the Real Estate and Business Brokers Act (Ontario), the Real Estate Act (Alberta), the Real Estate Services Act (British Columbia), and advertising and other laws, as well as comparable and associated statutes and regulations; rules of regulatory bodies, trade organizations and associations such as the Canadian Real Estate Association, the Real Estate Council of Ontario, the Real Estate Council of Alberta, and the Real Estate Council of British Columbia, including licensing and compliance requirements and related obligations that could arise from our business practices relating to the provision of services other than real estate brokerage services; privacy regulations relating to our use of personal information collected from the registered users of our websites; laws relating to the use and publication of information through the Internet; and provincial real estate brokerage licensing requirements, as well as statutory and common law due diligence, disclosure, record keeping and standard-of-care obligations relating to these licenses and the provision of real estate brokerage services.

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THE REAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

Success of the platform

Our business strategy is dependent on our ability to develop platforms and features to attract new businesses and users, while retaining existing ones. Staffing changes, changes in user behavior, changes in agent growth rate or development of competing platforms may cause users to switch to alternative platforms or decrease their use of our platform. There is no guarantee that agents will use these features and we may fail to generate revenue. Additionally, any of the following events may cause decreased use of our platform:

●	emergence<br> of competing platforms and applications with novel technologies;
●	inability<br> to convince potential agents to join our platform;
●	technical<br> issues or delays in releasing, updating or integrating certain platforms or in the cross-compatibility<br> of multiple platforms;
●	security<br> breaches with respect to our data;
●	a<br> rise in safety or privacy concerns; and
●	an<br> increase in the level of spam or undesired content on the network.

Management team

We are highly dependent on our management team, specifically our CEO. If we lose key employees, our business may suffer. Furthermore, our future success will also depend in part on the continued service of our key management personnel and our ability to identify, hire, and retain additional personnel. We do not carry “key-man” life insurance on the lives of our executive officers, employees, or advisors. We experience intense competition for qualified personnel and may be unable to attract and retain the personnel necessary for the development of our business. Because of this competition, our compensation costs may increase significantly.

Monetization of platform

There is no guarantee that our efforts to monetize the Real platform will be successful. Furthermore, our competitors may introduce more advanced technologies that deliver a greater value proposition to realtors in the future. These factors individually or collectively may preclude us from effectively monetizing our business which would have a material adverse effect on our financial condition and results of operation.

Seasonality of operations

Seasons and weather traditionally impact the real estate industry in the jurisdictions where Real operates. Continuous poor weather or natural disasters negatively impact listings and sales. Spring and summer seasons historically reflect greater sales periods in comparison to fall and winter seasons. Real has historically experienced lower revenues during the fall and winter seasons, as well as during periods of unseasonable weather, which reduces Real’s operating income, net income, operating margins and cash flow.

Real estate listings precede sales, and a period of poor listings activity will negatively impact revenue. Past performance in similar seasons or during similar weather events can provide no assurance of future or current performance, and macroeconomic shifts in the markets Real serves can conceal the impact of poor weather or seasonality.

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THE REAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

Agent engagement

Our business model involves attracting real estate agents to our platform. There is no guarantee that our growth strategies will bring new agents to our network, or prevent existing agents from leaving. Changes in relationships with our partners, contractors, and businesses we retain to grow our network may result in significant increases in the cost to acquire new agents. In addition, new agents may fail to engage with our network to the same extent current agents are engaging with our network resulting in decreased use of our network.

Decreases in the size of our agent base and/or decreased engagement on our network may impair our ability to generate revenue.

Managing growth of operations

Successful implementation of our business strategy requires us to manage our growth. Growth could place an increasing strain on our management and financial resources. To manage growth effectively, we need to continuously: (i) evaluate definitive business strategies, goals and objectives; (ii) maintain a system of management controls; and (iii) attract and retain qualified personnel, as well as develop, train and manage management-level and other employees. If we fail to manage our growth effectively, our business, financial condition or operating results could be materially harmed.

Competition

We compete with both start-up and established technology companies and brokerages. Our competitors may have substantially greater financial, marketing, and other resources than we do, may have been in business longer than we have, may have greater name recognition than we do, and may be more established in the technological or real estate markets than we are. If we are unable to compete successfully with other businesses in our existing market, we may not achieve our projected revenue and/or agent targets which may have a material adverse effect on our financial condition.

Ancillary Services

Our efforts to expand our operations, including through ancillary services such as our mortgage and title operations, may not be successful. We have grown our brokerage business rapidly since our inception. We plan to continue our expansion of the brokerage business. However, there is no guarantee that we will be successful or will expand at the rate we anticipate. In 2022, we acquired a mortgage broker business and a title business. We think that the synergies between these ancillary services and our brokerage business increase transparency and deliver a more integrated closing process for our agents’ clients and thus, provides additional value to our agents. However, currently, our mortgage and title services are available only in certain markets. If we are unsuccessful in expanding these services into other markets, then we may not realize the expected benefits (including anticipated revenue), which could negatively impact our business, financial condition and results of operations. Similarly, if our agents do not recommend our ancillary services to our agents’ clients, then our revenues from ancillary services will not grow as quickly as we expect. While we plan to continue to expand our brokerage and ancillary services businesses to other offerings, there is no guarantee that we will do so or be successful, and even if we do, the expansions might be at a slower pace than we anticipate.

Volatility

The market price of our Common Shares could fluctuate significantly in response to various factors and events, including, but not limited to: our ability to execute our business plan; operating results below expectations; announcements regarding regulatory developments with respect to the real estate industry; our issuance of additional securities, including debt or equity or a combination thereof, necessary to fund our operating expenses; announcements of technological innovations or new products by us or our competitors; and period-to-period fluctuations in our financial results. In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our Common Shares.

An investment in our securities is speculative and involves a high degree of risk. Potential investors should be aware that the value of an investment in the Company may go down as well as up. In addition, there can be no certainty that the market value of an investment in the Company will fully reflect its underlying value. Investors could lose their entire investment. Because we can issue additional Common Shares, purchasers of our Common Shares may incur immediate dilution and experience further dilution.

As of the date of this MD&A, we are authorized to issue an unlimited number of Common Shares. Our board of directors (the “Board”) has the authority to cause us to issue additional Common Shares without consent of any of shareholders. Consequently, our shareholders may experience further dilution in their ownership of our stock in the future, which could have an adverse effect on the trading market for our Common Shares.

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THE REAL BROKERAGE INC.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FORTHE PERIOD ENDED JUNE 30, 2023 AND 2022

UNAUDITED

Furthermore, our articles give the Board the right to create one or more new classes or series of shares. As a result, the Board may, without shareholder approval, issue shares of a new class or series with voting, dividend, conversion, liquidation, or other rights that could adversely affect the voting power and equity interests of the holders of our Common Shares, as well as the price of our Common Shares.

Cyber security threats

A cyber incident is an intentional or unintentional event that could threatens the integrity, confidentiality or availability of the Company’s information resources. These events include, but are not limited to, unauthorized access to information systems, a disruption to our information systems, or loss of confidential information. Real’s primary risks that could result directly from the occurrence of a cyber incident include operational interruption, damage to our public image and reputation, and/or potentially impact the relationships with our customers.

We have implemented processes, procedures, and controls to mitigate these risks, including, but not limited to, firewalls and antivirus programs and training and awareness programs on the risks of cyber incidents. These procedures and controls do not guarantee that the financial results may not be negatively impacted by such an incident.

OUTSTANDINGSHARE DATA

As of August 9, 2023, the Company had 180 million Common Shares issued and outstanding.

In addition, as of August 9, 2023, there are 23.4 million Options issued and outstanding with exercise prices ranging from $0.03 to $3.40 per share and expiry dates ranging from January 2025 to March 2023. Each Option is exercisable for one Common Share. As of August 9, 2023, a total of 22.6 million RSUs are issued and outstanding. Once vested, each RSU will settle for a Common Share or cash equal to the value of a Common Share.

SUBSEQUENTEVENTS

ADDITIONALINFORMATION

These documents, the Company’s Annual Information Form for the year ended December 31, 2022, as well as additional information regarding Real, have been filed electronically on Real’s website at www.onereal.com and under the Company’s profile at www.sedar.com

| 29 |

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Exhibit99.3

FORM 52-109F2

CERTIFICATION OF Interim Filings

Full Certificate

I, Tamir Poleg, the Chief Executive Officer of The Real Brokerage Inc. certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of<br> THE REAL BROKERAGE INC. (the “issuer”) for the interim period ended June 30, 2023.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any<br> untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement<br> not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the<br> other financial information included in the interim filings fairly present in all material respects the financial condition, financial<br> performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls<br> and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument<br> 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and<br> I have, as at the end of the period covered by the interim filings
(a)	designed<br> DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
---	---
(i)	material<br> information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are<br> being prepared; and
---	---
(ii)	information<br> required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities<br> legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)	designed<br> ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting<br> and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
---	---
5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR<br> is Internal Control – Integrated Framework (COSO Framework 2013) published by The Committee of Sponsoring Organization of the<br> Treadway Commission (COSO).
---	---
5.2	N/A
5.3	N/A
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during<br> the period beginning on April 1, 2023 and ended on June 30, 2023 that has materially affected, or is reasonably likely to materially<br> affect, the issuer’s ICFR.

Date: August 9, 2023

(s) “Tamir Poleg”
Tamir Poleg
Chief<br> Executive Officer

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF Interim Filings

Full Certificate

I, Michelle Ressler, the Chief Financial Officer of The Real Brokerage Inc. certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of<br> THE REAL BROKERAGE INC. (the “issuer”) for the interim period ended June 30, 2023.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any<br> untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement<br> not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the<br> other financial information included in the interim filings fairly present in all material respects the financial condition, financial<br> performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls<br> and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument<br> 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and<br> I have, as at the end of the period covered by the interim filings
(a)	designed<br> DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
---	---
(i)	material<br> information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are<br> being prepared; and
---	---
(ii)	information<br> required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities<br> legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)	designed<br> ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting<br> and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
---	---
5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR<br> is Internal Control – Integrated Framework (COSO Framework 2013) published by The Committee of Sponsoring Organization of the<br> Treadway Commission (COSO).
---	---
5.2	N/A
5.3	N/A
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during<br> the period beginning on April 1, 2023 and ended on June 30, 2023 that has materially affected, or is reasonably likely to materially<br> affect, the issuer’s ICFR.

Date: August 9, 2023

(s) “Michelle Ressler”
Michelle Ressler
Chief<br> Financial Officer

Exhibit99.5

TheReal Brokerage Inc. Announces Second Quarter 2023 Financial Results

TORONTO and NEW YORK – The Real Brokerage Inc. (TSX: REAX) (NASDAQ: REAX), the fastest-growing publicly traded real estate brokerage, announced results for its second quarter ended June 30, 2023.

“The second quarter was an inflection point for our company, with the achievement of adjusted EBITDA profitability earlier than anticipated, and I’m enormously proud of the work that our employees and agents have put in to get us here,” said Tamir Poleg, Chairman and Chief Executive Officer. “Real now has an agent base that is more than twice the size it was a year ago, placing us in a strong position in the back half of the year. We are focused on executing Real’s mission to reinvent the way that consumers purchase homes, and I am excited to announce that we plan to release the first version of our new consumer app at our annual RISE conference in October later this year.”

Q22023 Financial Highlights

●	Revenue<br> increased 65% year-over-year to $185.3 million.
●	Gross<br> profit increased 91% year-over-year to $17.8 million.
●	Adjusted<br> EBITDA profit of $2.6 million, compared to a $583,000 loss in Q2 2022.
●	Net<br> loss attributable to owners of the Company of $4.1 million, compared to $4.2 million from Q2 2022.
●	Loss<br> per share of $0.02, unchanged from Q2 2022.
●	Unrestricted<br> cash and investments increased by $8.6 million during the quarter. As of June 30, 2023 the Company held $17.2 million in cash and<br> an additional $10.9 million held in investments in financial assets, not including $29.6 million of restricted cash associated with<br> customer deposits.
●	The<br> Company repurchased 601,000 common shares for $806,000 pursuant to its normal course issuer bid.

Q22023 Operational Highlights

●	Reached<br> nearly 11,500 agents at the end of the second quarter, a 105% year-over-year increase.
●	The<br> number of transactions executed in Q2 2023 grew 72% year-over-year to 17,537, and the total value of completed real estate transactions<br> grew 66% year-over-year to $7.0 billion.
●	Commission<br> revenue per productive agent was $34,700, below $41,400 in Q2 2022 but significantly improved from $26,000 in Q1 2023. These agents<br> on average closed 3.4 transactions during the quarter, compared to 3.8 in Q2 2022 and 2.7 in Q1 2023.
---	---
●	Operating<br> expenses per transaction, excluding revenue share, declined 12% year-over-year to $788.
●	As<br> of June 30, 2023, Real’s headcount efficiency ratio, defined as full-time brokerage employees excluding Real Title and One<br> Real Mortgage (formerly LemonBrew Lending) employees, divided by the number of agents on our platform, was 1 to 113. This is little<br> changed from 1 to 114 in Q1 2023 and represents a significant improvement from 1 to 62 as of Q2 2022.
●	Subsequent<br> to the end of the quarter, Real announced it intends to voluntarily delist from the Toronto Stock Exchange. Shares will be delisted<br> effective as of close of markets on August 11, 2023 and will continue to trade on Nasdaq Capital Market under the same ticker.
●	Subsequent<br> to the end of the quarter, Real announced the public release of Leo, its new AI-powered virtual concierge that is fully integrated<br> into the reZEN transaction management platform. Leo can answer agent questions in real time 24/7, leveraging Real’s extensive<br> proprietary knowledge base to save agents time and make our already lean support team even more efficient. Real will host a live<br> webinar to showcase Leo’s capabilities today, August 9, at 12 p.m. ET. All interested parties can join by registering here.

The Company will discuss the results on a conference call and live webcast today at 11:00 a.m. ET.

ConferenceCall Details:

Date:	Wednesday,<br> August 9, 2023
Time:	11:00<br> a.m. ET
Dial-in<br> Number:	North<br> American Toll Free: 877-545-0523
	International:<br> 973-528-0016
Access<br> Code:	774191
Webcast:	https://www.webcaster4.com/Webcast/Page/2699/48756
Replay<br> Number:	North<br> American Toll Free: 877-481-4010
	International:<br> 919-882-2331
Passcode:	48756
Replay<br> Link:	https://www.webcaster4.com/Webcast/Page/2699/48756

Additional information concerning Real’s audited consolidated financial statements and related management’s discussion and analysis for the three months ended June 30, 2023 can be found on the Company’s profile at www.sedarplus.ca.

Non-IFRSMeasures

This news release includes reference to “Adjusted EBITDA”, which is a non-International Financial Reporting Standards (“IFRS”) financial measure. Non-IFRS measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Adjusted EBITDA is used as an alternative to net income by removing major non-cash items such as amortization, interest, stock-based compensation, current and deferred income tax expenses and other items management considers non-operating in nature. Adjusted EBITDA has no direct comparable IFRS financial measures. The Company has used or included these non-IFRS measures solely to provide investors with added insight into Real’s financial performance. Readers are cautioned that such non-IFRS measures may not be appropriate for any other purpose. Non-IFRS measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Our Adjusted EBITDA for the three months ended June 30, 2023 and 2022 is presented in the table below labeled Reconciliation of Total Comprehensive Loss Attributable to Owners of the Company to Adjusted EBITDA.****

THE REAL BROKERAGE INC.

INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF FINANCIAL POSITIONS

(Expressed in thousands of U.S. dollars)

UNAUDITED

	Unaudited			Audited
	June 30, 2023			December 31, 2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	17,165		$	10,846
Restricted cash		29,580			7,481
Investments in financial assets		10,911			7,892
Trade receivables		1,925			1,547
Other receivables		52			74
Prepaid expenses and deposits		1,059			529
TOTAL CURRENT ASSETS		60,692			28,369
NON-CURRENT ASSETS
Intangible assets		3,314			3,708
Goodwill		10,174			10,262
Property and equipment		1,466			1,350
Right-of-use assets		-			73
TOTAL NON-CURRENT ASSETS		14,954			15,393
TOTAL ASSETS		75,646			43,762
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable		1,146			474
Accrued liabilities		21,280			11,866
Customer deposits		29,580			7,481
Other payables		1,354			1,188
Lease liabilities		-			96
TOTAL CURRENT LIABILITIES		53,360			21,105
NON-CURRENT LIABILITIES
Warrants outstanding		324			242
TOTAL NON-CURRENT LIABILITIES		324			242
TOTAL LIABILITIES		53,684			21,347
EQUITY
EQUITY ATTRIBUTABLE TO OWNERS
Share premium		56,266			63,204
Stock-based compensation reserves		32,024			25,083
Deficit		(62,217	)		(50,704	)
Other reserves		(272	)		(469	)
Treasury stock, at cost		(4,328	)		(14,962	)
EQUITY ATTRIBUTABLE TO OWNERS		21,473			22,152
Non-controlling interests		489			263
TOTAL EQUITY		21,962			22,415
TOTAL LIABILITIES AND EQUITY		75,646			43,762

THEREAL BROKERAGE INC.

INTERIMCONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Expressed in thousands of U.S. dollars, except for per share amounts)

UNAUDITED

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Revenues	$	185,332		$	112,356		$	293,177		$	174,005
Commissions and other agent-related costs		167,573			103,064			264,610			158,851
Gross Profit		17,759			9,292			28,567			15,154
General and administrative expenses		9,654			6,116			18,292			11,490
Marketing expenses		10,266			5,700			17,950			9,416
Research and development expenses		1,579			1,680			3,103			2,719
Operating Loss		(3,740	)		(4,204	)		(10,778	)		(8,471	)
Other income		40			257			68			436
Finance expenses, net		(272	)		(208	)		(577	)		(372	)
Net Loss		(3,972	)		(4,155	)		(11,287	)		(8,407	)
Net income attributable to noncontrolling interests		146			53			226			114
Net Loss Attributable to the Owners of the Company		(4,118	)		(4,208	)		(11,513	)		(8,521	)
Other comprehensive income/(loss):
Cumulative (gain)/loss on investments in debt instruments classified as FVTOCI reclassified to profit or loss		42			(116	)		135			(393	)
Foreign currency translation adjustment		(85	)		190			62			394
Total Comprehensive Loss Attributable to Owners of the Company		(4,161	)		(4,134	)		(11,316	)		(8,520	)
Total Comprehensive Income Attributable to NCI		146			53			226			114
Total Comprehensive Loss		(4,015	)		(4,081	)		(11,090	)		(8,406	)
Loss per share
Basic and diluted loss per share		(0.02	)		(0.02	)		(0.06	)		(0.05	)
Weighted-average shares, basic and diluted		179,764			178,330			178,252			178,330

THEREAL BROKERAGE INC.

INTERIMCONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(U.S. dollar in thousands)

UNAUDITED

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
OPERATING ACTIVITIES
Net Loss	$	(3,972	)	$	(4,155	)	$	(11,287	)	$	(8,407	)
Adjustments for:
Depreciation		284			135			553			138
Equity-settled share-based payment		6,075			274			11,836			1,211
Finance costs		116			100			299			209
Loss on short term investments		-			(339	)		-			(135	)
Stock Compensation Payable (RSU)		-			2,481			-			4,051
Changes in operating asset and liabilities:
Trade receivables		(526	)		111			(378	)		14
Other receivables		23			21			22			(43	)
Prepaid expenses and deposits		(306	)		149			(530	)		(851	)
Accounts payable		776			517			672			565
Accrued liabilities		6,333			3,554			9,414			4,955
Customer deposits		14,144			(1,590	)		22,099			11,281
Other payables		641			7			166			471
NET CASH PROVIDED BY OPERATING ACTIVITIES		23,588			1,265			32,866			13,459
INVESTING ACTIVITIES
Purchase of property and equipment		(110	)		(249	)		(250	)		(625	)
Acquisition of subsidiaries		-			-			-			(7,445	)
Investment Deposits in Debt Instruments held at FVTOCI		(3,223	)		3,989			(3,729	)		3,989
Investment Withdrawals in Debt Instruments held at FVTOCI		845			-			845			-
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		(2,488	)		3,740			(3,134	)		(4,081	)
FINANCING ACTIVITIES
Purchase of common shares for Restricted Share Unit (RSU) Plan		(810	)		(1,180	)		(1,411	)		(5,692	)
Proceeds from exercise of stock options		146			24			212			47
Payment of lease liabilities		(16	)		(22	)		(96	)		(45	)
Cash disbursements for non-controlling interest					(43	)		-			(43	)
NET CASH USED IN FINANCING ACTIVITIES		(680	)		(1,221	)		(1,295	)		(5,733	)
Net change in cash, cash equivalents and restricted cash		20,420			3,783			28,437			3,645
Cash, cash equivalents and restricted cash, beginning of period		26,411			28,988			18,327			29,129
Fluctuations in foreign currency		(87	)		(252	)		(19	)		(254	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE	$	46,745		$	32,520		$	46,745		$	32,520
SUPPLEMENTAL DISCLOSURE OF NON CASH ACTIVITIES
Share-based compensation as part of Expetitle acquisition		-			-			-			4,325
Increase in non-controlling interest		146			-			226			-

THEREAL BROKERAGE INC.

RECONCILIATION OF TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE TO OWNERS OF THE

COMPANYTO ADJUSTED EBITDA

(U.S. dollar in thousands)

UNAUDITED

	For the Three Months Ended						For the Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Total Comprehensive Loss Attributable to Owners of the Company		(4,161	)		(4,134	)		(11,316	)		(8,520	)
Add/(Deduct):
Finance Expenses, net		272			208			577			372
Net Income Attributable to Noncontrolling Interest		146			53			226			114
Cumulative (Gain)/Loss on Investments in Debt Instruments Classified as at FVTOCI Reclassified to Profit or Loss		(42	)		116			(135	)		393
Depreciation		284			135			553			138
Stock-Based Compensation		6,075			2,884			11,836			6,062
Restructuring Expenses		44			-			85			-
Other Professional Expenses		-			155			-			281
Adjusted EBITDA		2,618			(583	)		1,826			(1,160	)

Forward-LookingInformation

Thispress release contains forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking informationis often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”,“plan”, “estimate”, “expect”, “likely” and “intend” and statements that anevent or result “may”, “will”, “should”, “could” or “might” occur or be achievedand other similar expressions. These statements reflect management’s current beliefs and are based on information currently availableto management as at the date hereof. Forward-looking information in this press release includes, without limiting the foregoing, expectationsregarding Real’s growth and the business and strategic plans of the Company.

Forward-lookinginformation is based on assumptions that may prove to be incorrect, including but not limited to assumptions regarding Real’s businessobjectives, expected growth, results of operations, performance, business projects and opportunities and financial results. Real considersthese 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 expressedor implied in the forward-looking information. Important factors that could cause such differences include, but are not limited to, slowdownsin real estate markets; the impact of increased interest rates; economic and industry downturns; the Company’s ability to continuouslyinnovate, and the dependability of the Company’s platform; the Company’s ability to successfully launch new technologies,including Leo, its AI-powered virtual concierge, and consumer experience platform; the Company’s ability to attract new agentsand retain current agents; the loss of key personnel; the Company’s ability to expand its brokerage and adjacent services businesses;the Company’s ability to carefully manage its expense structure and continue to grow; the Company’s ability to compete successfullyin the markets in which it operates; the Company’s ability to sustain adjusted EBITDA profitability; the impact of cybersecurityincidents and the potential loss of critical and confidential information; the effect of claims, lawsuits and other proceedings thatthe Company is subject to from time to time; the impact of natural disasters and catastrophic events; compliance with the laws to whichthe Company is subject and the Company’s ability to protect its intellectual property rights. These factors should be carefullyconsidered and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements containedin this press release are based upon what management believes to be reasonable assumptions, Real cannot assure readers that actual resultswill 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.

AboutReal

The Real Brokerage Inc. 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 home buyers and sellers. The company was founded in 2014 and serves 47 states, D.C., and four Canadian provinces with over 11,000 agents. Additional information can be found on its website at www.onereal.com.

ContactInformation

For additional information, please contact:

Jason Lee

Vice President, Capital Markets & Investor Relations

[email protected]

908.280.2515

For media inquiries, please contact:

Elisabeth Warrick

Director, Communications

[email protected]

201.564.4221