18:18:34 EDT Sun 07 Aug 2022
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Wondr Gaming Corp
Symbol WDR
Shares Issued 214,672,462
Close 2022-03-18 C$ 0.145
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Wondr Gaming to acquire Gamelancer

2022-03-21 17:49 ET - News Release

Mr. Jon Dwyer reports


Further to Wondr Gaming Corp.'s press release of Dec. 20, 2021, the company has entered into a definitive stock purchase agreement with Gamelancer Inc. and all of the shareholders of Gamelancer dated March 21, 2022, to acquire all of the issued and outstanding common shares of Gamelancer.

Pursuant to the terms of the definitive agreement, the company has agreed to issue 212,338,900 common shares in the capital of Wondr, which is equal to 49 per cent of the issued and outstanding common shares of Wondr, and the company has agreed to pay in the aggregate $12-million (U.S.) in cash in accordance with the following timeline: (i) $7-million (U.S.) on closing of the transaction; (ii) $2.5-million (U.S.) six months from the closing date; and (iii) a final $2.5-million (U.S.) 12 months from the closing date. The company has also agreed to pay a further aggregate $125,000 (U.S.) cash payment contingent on the satisfaction of certain revenue milestones being met in Joybox Media Inc., the company's wholly owned subsidiary. The consideration shares and cash payments will be issued and paid to the shareholders of Gamelancer on a pro rata basis. Wondr intends to satisfy the initial $7-million (U.S.) cash payment with its current cash on hand and will satisfy the balance of the cash payments by way of a combination of cash on hand and future financings of the company, if required. The company has also agreed to pay Canaccord Genuity Corp. an advisory fee of three million common shares in connection with advisory services performed by Canaccord in connection with the transaction.

Pursuant to the terms of the transaction, on closing, the company has agreed to appoint Gamelancer co-founder, Razvan Romanescu, to the board of directors of the company, nominate Darren Lopes as a nominee director of Gamelancer at the next annual meeting of the company and to change the name of the company to Gamelancer Gaming Corp. Assuming completion of the transaction, the company will trade under the new ticker symbol GMNG, and appoint Mr. Romanescu as chief strategy officer, Mr. Lopes as chief product officer and Zak Longo as chief creative officer. Following completion of the transaction, Mr. Romanescu will hold 90,572,302 common shares in the capital of Wondr, representing 20.9 per cent of the company on a non-diluted basis.

Mr. Romanescu is a digital serial entrepreneur, whose roles include: co-founder and chief executive officer of Underlining Inc., which owns and operates notable brands such as Tatbrow, Nailboo and Hide; co-founder and CEO of Gamelancer, a platform designed to elevate the on-line gaming experience; co-founder of 10PM Curfew, a female-focused media network @style and @girls on Instagram and TikTok; and co-founder of Memes.com (@memes on all social platforms and the largest meme generator app in the App Store).

For the fiscal year ended on Dec. 31, 2021, Gamelancer had revenues of $1,431,695 (U.S.) and net ordinary income of $351,762 (U.S.). As at Dec. 31, 2021, Gamelancer had total assets of $1,603,636 (U.S.) and long-term liabilities of $729,969 (U.S.) in the form of SAFE notes payable, all which will be converted into common stock or redeemed at the closing of the transaction. The foregoing financial information has not been audited.

"Gaming has always been a true passion of mine. In a short time we have established Gamelancer as a global organization that is at the heart of the gaming industry. We recognize the power of community and understand the impact Gaming has in bringing all cultures together at scale. Our road map includes premium content/series, mobile games, hardware and technology to elevate the gaming experience. We're excited to unite the tribes with Wondr and operate as a new combined entity," said Mr. Romanescu, co-founder, CEO, Gamelancer.

"The gaming industry is one of the fastest-growing and culturally impactful sectors in modern entertainment. Short-form video, specifically TikTok-style content, is one of the most sought-after media landscape for brands. With ownership of 22 channels, including the @gaming handles across TikTok, Instagram and Snapchat, Gamelancer has made it accessible for brands and partners to access the affluent and engaged gaming audience at scale, constituted by the 12- to 40-year-old Gen Z and millennial demographics. Gamelancer's vertical video solutions, including user-generated content and in-house produced miniseries, provide authentic access to the global gaming market," said Jon Dwyer, chairman and CEO, Wondr Gaming.

The consideration shares issuable pursuant to the terms of the definitive agreement will be subject to a voluntary lock-up over a period of 36 months, whereby 10 per cent of the consideration shares will be released on the closing date, with 15 per cent to be released every six months thereafter. Further, certain shareholders of Gamelancer will enter into non-competition and non-solicitation agreements with the company for a period of three years from the closing date of the transaction.

The parties expect the transaction to close on or around April 1, 2022.

Jon Dwyer to remain chairman and CEO; Mike Cotton to remain president and chief operating officer; and Stephen Brooks to remain chief financial officer

About Gamelancer Inc.

Gamelancer is the fastest-growing mobile-focused gaming network -- generating over one billion monthly video views across its owned and operated properties. Its goal is empower the global gaming community through premium content, mobile games, hardware and technology.

About Wondr Gaming Corp.

Wondr Gaming is a publicly traded entertainment company on the Canadian Securities Exchange (CSE: WDR) (CSE: WDR.WT), which 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 26.5 million followers.

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