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Wondr Gaming Corp
Symbol WDR
Shares Issued 214,672,462
Close 2022-04-14 C$ 0.12
Recent Sedar Documents

World Gaming completes Gamelancer buy, changes name

2022-04-14 17:06 ET - News Release

Mr. Jon Dwyer reports

WONDR GAMING ACQUIRES 100% INTEREST IN GAMELANCER AND CHANGES ITS NAME TO GAMELANCER GAMING CORP.

Wondr Gaming Corp., further to its press releases of Dec. 10, 2021, and March 21, 2022, has completed the previously announced acquisition of 100 per cent of the issued and outstanding common shares of Gamelancer Inc. As initial consideration for the transaction, the company issued 212,338,900 common shares of the company and paid $7-million (U.S.) to the shareholders of Gamelancer on a pro rata basis. All common shares issued in connection with the transaction are subject to voluntary lock-ups of up to 36 months and a statutory four-month hold, with 10 per cent of the common shares released on closing of the transaction and 15 per cent released every six months thereafter over the next 36 months. Further details of the transaction, including future consideration to be paid to the former shareholders of Gamelancer, can be found in the press release of the company dated March 21, 2022, on SEDAR.

"Gamelancer generates over one billion plus monthly video views across our 22 owned and operated channels. With over 26.5 million followers on TikTok, Instagram and Snapchat, predominantly located in the [United States], Canada, the [United Kingdom] and Australia, we now have the largest gaming-focused media inventory on the most relevant social media platforms. With our owned and operated network, when Gamelancer hosts a campaign, we choose which of our 22 channels to broadcast it on, while some other players in the market have to hire influencers, streamers and gamers to generate views and attract brands. The future of gaming media will be dictated by ownership of your network and advanced data analytics demonstrating you know your audience intimately. Gamelancer has both of those qualities in spades," said Jon Dwyer, chairman and chief executive officer of Wondr.

"We are thrilled to build a growing company in the gaming space. Our Gamelancer network will act as a launch pad to elevate the gaming ecosystem globally. We love adding value to the industry through content, games, technology and hardware. Gaming is truly something that is just getting started, and we plan to be at the heart of it," said Razvan Romanescu, CEO of Gamelancer.

In connection with the transaction, the company has changed its name to Gamelancer Gaming Corp. At the opening of the markets on or around April 21, 2022, the company's common shares will commence trading under the new name and the new ticker symbol GMNG. The company's new Cusip number is 36468K104, and its new ISIN is CA36468K1049. There is no consolidation of the company's share capital in connection with the name change. As a result, shareholders are not required to exchange their existing share certificates for new certificates bearing the company's new name. The name change does not affect the company's share structure or the rights of the company's shareholders, and no further action is required by existing shareholders.

Further, pursuant to the terms of the transaction, Wondr has appointed: (i) Gamelancer co-founder Mr.Romanescu as chief strategy officer and to the board of directors of Wondr; (ii) Darren Lopes as chief product officer; and (iii) Zak Longo as chief creative officer.

Early warning disclosure

In connection with the transaction: (i) Mr. Romanescu of Panama City, Panama, acquired ownership of 90,572,303 common shares; (ii) Mr. Lopes of Panama City, Panama, acquired ownership of 45,354,558 common shares; and (iii) Mayfair Gaming LLC of 158 Lafayette St., Schenectady, N.Y., United States, 12305, acquired ownership of 47,464,809 common shares, each requiring disclosure pursuant to National Instrument 62-104 -- Take-Over Bids and Issuer Bids, and National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Immediately prior to the closing, Mr. Romanescu did not, directly or indirectly, hold any shares of the company. Immediately following the closing, he holds, directly, an aggregate of 90,572,303 common shares (representing 20.9 per cent of the issued and outstanding common shares). The shares held by Mr. Romanescu are for investment purposes and are subject to an escrow time-based release schedule, as more particularly described above. Mr. Romanescu currently has no plans or intentions that relate to, or would result in, any of the actions requiring disclosure under the early warning reporting provisions of applicable securities laws. In accordance with applicable securities laws, Mr. Romanescu may, from time to time and at any time, acquire additional shares and/or other equity, debt or other securities or instruments of the company, and reserves the right to dispose of any or all of such securities, in the open market or otherwise, and to engage in similar transactions with respect to such securities, the whole depending on market conditions, the business and prospects of the company, and other relevant factors, subject to applicable escrow restrictions. A copy of the early warning report will be filed by Mr. Romanescu under the company's profile on SEDAR or may be obtained by contacting Mr. Romanescu at 323-210-4160.

Immediately prior to the closing, Mr. Lopes did not, directly or indirectly, hold any shares of the company. Immediately following the closing, he holds, directly, an aggregate of 45,354,558 common shares (representing 10.5 per cent of the issued and outstanding common shares). The shares held by Mr. Lopes are for investment purposes and are subject to an escrow time-based release schedule, as more particularly described above. Mr. Lopes currently has no plans or intentions that relate to, or would result in, any of the actions requiring disclosure under the early warning reporting provisions of applicable securities laws. In accordance with applicable securities laws, Mr. Lopes may, from time to time and at any time, acquire additional shares and/or other equity, debt or other securities or instruments of the company, and reserves the right to dispose of any or all of such securities, in the open market or otherwise, and to engage in similar transactions with respect to such securities, the whole depending on market conditions, the business and prospects of the company, and other relevant factors, subject to applicable escrow restrictions. A copy of the early warning report will be filed by Mr. Lopes under the company's profile on SEDAR or may be obtained by contacting Mr. Lopes at 323-210-4160.

Immediately prior to the closing, Mayfair did not, directly or indirectly, hold any common shares of the company. Immediately following the closing, Mayfair holds, directly, an aggregate of 47,464,809 common shares, representing approximately 11 per cent of the issued and outstanding common shares. The shares held by Mayfair are for investment purposes and are subject to an escrow time-based release schedule, as more particularly described above. As part of the continuing review of its investment in the company, Mayfair may, subject to the above-noted escrow requirements and applicable securities laws, explore from time to time a variety of alternatives it deems appropriate, including: (i) increasing or decreasing its position in the company through, among other things, the acquisition or disposition of securities of the company through the open market or in privately negotiated transactions or otherwise; (ii) entering into transactions that increase or hedge its economic exposure to such securities without affecting its beneficial ownership of such securities; and/or (iii) continuing to hold its current position. Mayfair may explore from time to time other alternatives with respect to its investment in the company, including, but not limited to, developing plans or intentions or taking actions itself or with joint actors. Mayfair may also engage with management and/or representatives of the board of the company or the company's other shareholders from time to time concerning the foregoing and/or concerning the company's business, management, operations, capitalization, financial condition, governance, strategy and future plans. Although the foregoing reflects activities presently contemplated by Mayfair with respect to its investment in the company, the foregoing is subject to a number of factors and is subject to change at any time, and there can be no assurance that Mayfair will take any of the actions referred to above. A copy of the early warning report will be filed by Mayfair under the company's profile on SEDAR or may be obtained by contacting the chief executive officer of Mayfair at 1-518-320-7152.

About Gamelancer Gaming Corp.

Gamelancer Gaming, a publicly traded entertainment company on the Canadian Securities Exchange, is a growing mobile-focused social media network in gaming -- generating over one billion plus monthly video views across its 22 owned and operated channels. With over 26.5 million followers on TikTok, Instagram and Snapchat, predominantly located in the U.S., Canada, the U.K. and Australia, Gamelancer sells direct and programmatic media across its network to the world's largest brands. With advanced user data analytics, the company provides its audience curated content relevant to the Gen Z and Millennial gaming community, which allows brands unparallelled access to the largest media inventory in gaming across TikTok, Instagram and Snapchat. Gamelancer also monetizes across its variety of Snapchat Gaming channels with monthly recurring revenue in partnership with Snapchat.

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