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Wondr Gaming Corp
Symbol WDR
Shares Issued 163,410,545
Close 2022-02-18 C$ 0.155
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Wondr Gaming closes $10-million private placement

2022-02-18 17:17 ET - News Release

Mr. Jon Dwyer reports

WONDR GAMING ANNOUNCES CLOSING OF FINAL TRANCHE OF NON-BROKERED PRIVATE PLACEMENT OF UNITS, RAISING AN AGGREGATE OF $10,000,000

Wondr Gaming Corp. has closed the second and final tranche of its previously announced non-brokered private placement through the issuance of 14.57 million units at a price of 20 cents per unit for aggregate gross proceeds of $2,914,000. The aggregate gross proceeds raised pursuant to the offering was $10-million through the issuance of an aggregate of 50 million units. Each unit consists of one common share and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to acquire one common share at an exercise price of 30 cents per common share for a period of 24 months from the closing of the offering. The net proceeds of the offering will be used by the company for working capital, general and administrative costs, and potential strategic acquisitions.

In connection with the closing of the second tranche of the offering, the company paid certain eligible persons a cash commission of $36,400 and issued 182,000 broker warrants. Each broker warrant entitles the holder thereof to acquire one common share at an exercise price of 20 cents per common share for a period of 24 months from the closing of the offering.

Echelon Capital Markets acted as financial adviser for the offering. The company paid Echelon: (i) an advisory fee of $50,000; (ii) a cash commission of $82,975.90; and (iii) issued 257,379 broker warrants.

All securities issued pursuant to the offering are subject to a four-month hold period from the date of closing of the offering.

The offering constituted a related party transaction as defined in Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions, as insiders of the company acquired an aggregate of 125,000 units. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101, as the company is not listed on a specified market and the fair market value of the units being issued to insiders in connection with the offering does not exceed $2.5-million, as determined in accordance with MI 61-101. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the offering, which the company deems reasonable in the circumstances in order to complete the offering in an expeditious manner. The offering was approved by all independent directors of the company.

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, NFTs (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 25 million-plus followers.

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