Mr. Jon Dwyer reports
WONDR GAMING ENTERS INTO AMENDED AND RESTATED PURCHASE AGREEMENT TO ACQUIRE JOYBOX AND INVESTOR RELATION ENGAGEMENTS
Further to its press release of Oct. 22, 2021, Wondr Gaming Corp. has entered into an amended and restated share purchase agreement with JoyBox Media Inc. dated Feb. 16, 2022, to acquire all of the issued and outstanding common shares of JoyBox. The amended and restated agreement amends the originally announced share purchase agreement dated Oct. 22, 2021.
"JoyBox, a Shorty Award-nominated short-form video content studio, has produced campaigns for global brands, including Wondr's recent Samsung partnered Call of Duty stream, with NBA All-Star and Wondr director of strategic athlete engagement Fred Vanvleet. Joybox will provide a new revenue stream for Wondr, while enhancing our in-house production capabilities for the content Wondr curates and hosts across GameLancer's 20-plus owned and operated channels, featuring over one billion monthly views and 26-million-plus followers," stated Jon Dwyer, chairman and chief executive officer of Wondr Gaming.
Pursuant to the amended and restated agreement, the company has agreed to acquire all of the issued and outstanding common shares of JoyBox in exchange for: (i) $1.2-million worth of common shares of the company on the terms stated herein; and (ii) cash payments of $300,000 on the terms stated herein.
The consideration shares will be paid as per the following terms:
$500,000 worth of consideration shares at a deemed price per share equal to the closing price of the Wondr common shares on the closing date;
- $350,000 worth of consideration shares both issuable and payable within 60 days of JoyBox generating at least $500,000 in gross revenues;
$350,000 worth of consideration shares both issuable and payable within 60 days of JoyBox generating at least $1-million in gross revenues.
The cash payments will be paid as per the following terms:
$131,526 payable forthwith as collected by the company as accounts receivable from JoyBox's past services provided;
- $84,237 payable within 60 days following the quarterly financial period of the company in which JoyBox generated at least $500,000 in gross revenue;
- $84,237 payable within 60 days following the quarterly financial period of the company in which JoyBox generated at least $1-million in gross revenue.
All consideration shares issued in connection with the acquisition of JoyBox are subject to a 27-month voluntary lock-up between the selling shareholders of JoyBox and the company, with the first release of 25 per cent of the locked-up shares to be released 18 months from the closing date, the second release of 25 per cent to be released after 21 months from the closing date, the third release of 25 per cent after 24 months from the closing date and the final 25 per cent after 27 months from the closing date.
The parties expect the acquisition to close on or around Feb. 23, 2022.
Wondr is also pleased to announce contracts with certain firms providing investor relations and other related services. Wondr has an agreement with Hybrid Financial Ltd. to provide investor relation services that commenced in December, 2020, prior to Wondr's commencement of trading on the Canadian Securities Exchange. The agreement is for 12 months and renews automatically for three-month periods thereafter. Compensation includes a one-time fee of $80,000 and monthly fees of $50,000 per month, and was paid in full upon commencement of Wondr's listing on the CSE in May, 2021. Following the initial 12-month term, the monthly fees are currently $15,000.
Wondr also entered into an agreement with Integral Wealth Securities Ltd. in April, 2021, whereby the firm will provide capital markets advisory and market support services. Wondr pays a fee of $6,000 per month for these services.
Lastly, the company entered into an agreement with Venture North Capital Inc. in May, 2021, to provide strategic marketing, investor relations and business consulting services. The agreement remained in effect until Nov. 17, 2021, after which now continues on a quarterly basis unless 60 days notice is provided. As compensation, Venture North is provided with $6,500 per month and received 250,000 options at an exercise price of 40 cents per share.
About Wondr Gaming Corp.
Wondr Gaming, a publicly traded entertainment company on the Canadian Securities Exchange, builds partnerships and fosters community within the e-sports, professional sports and music industries through loyalty and rewards, non-fungible tokens, and media business. Wondr Gaming generates revenue through brand partnerships hosted on its loyalty platform, the sale of NFTs focused on e-sports, professional sports and the music industry, and through direct media and programmatic sales hosted on GameLancer's 20-plus owned and operated channels, featuring over one billion monthly views and over 25 million followers.
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