Wondr Gaming to acquire 100% interest in Gamelancer, the largest global GenZ social media network in gaming. Wondr to rebrand as Gamelancer Gaming Corp. under CSE ticker: GMNG

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Based in LA, Gamelancer has constructed the most important and quickest rising gaming platform on Tiktok & Snapchat, with 22 owned & operated channels, 26.5 million+ followers, and 1 billion+ month-to-month video views predominantly geolocated in North Americathe UK & Australia,

TORONTO, March 21, 2022 /CNW/ – Wondr Gaming Corp. (CSE: WDR) (CSE: WDR.WT) (OTC: WDRGF) (the “Firm” or “Wondr“) is happy to announce that additional to its press launch of December 20, 2021it has entered right into a definitive inventory buy settlement (the “Definitive Settlement“) with Gamelancer, Inc. (“Gamelancer“) and the entire shareholders of Gamelancer dated March 21, 2022to amass the entire issued and excellent frequent shares (the “Gamelancer Shares“) of Gamelancer (the “Transaction,

Gamelancer + Wondr Gaming Logo (CNW Group/Wondr Gaming Corp.)

Gamelancer + Wondr Gaming Brand (CNW Group/Wondr Gaming Corp.)

Pursuant to the phrases of the Definitive Settlement, the Firm has agreed to concern 212,338,900 frequent shares within the capital of Wondr (the “Consideration Shares“), which is the same as 49% of the issued and excellent frequent shares of Wondr, and the Firm has agreed to pay within the combination USD$12,000,000 in money (the “Money Funds“) in accordance with the next timeline: (i) USD$7,000,000 on closing of the Transaction (the “Closing Date“); (ii) $2,500,000 six months from the Closing Date; and (iii) a ultimate USD$2,500,000 twelve months from the Closing Date. The Firm has additionally agreed to pay an additional combination USD$125,000 money cost contingent on the satisfaction of sure income milestones being met in Joybox Media Inc., the Firm’s wholly owned subsidiary. The Consideration Shares and Money Funds might be issued and paid to the shareholders of Gamelancer on a professional rata foundation. Wondr intends to fulfill the preliminary USD$7,000,000 Money Cost with its present money available and can fulfill the stability of the Money Funds by the use of a mix of money available and future financings of the Firm, if required. The Firm has additionally agreed to pay Canaccord Genuity Corp. an advisory charge of three,000,000 frequent shares in reference to advisory companies carried out by Canaccord in reference to the Transaction.

Pursuant to the phrases of the Transaction, on closing, the Firm has agreed to nominate Gamelancer co-founder, Razvan Romanescuto the board of administrators of the Firm, nominate Darren Lopes as a nominee director of Gamelancer on the subsequent annual assembly of the Firm and to vary the identify of the Firm to Gamelancer Gaming Corp. Assuming completion of the Transaction, the Firm will commerce underneath the brand new ticker image “GMNG.” and appoint Razvan Romanescu as Chief Technique Officer, Darren Lopes as Chief Product Officer, and Zak Longo as Chief Artistic Officer. Following completion of the Transaction, Mr. Romanescu will maintain 90,572,302 frequent shares within the capital of Wondr, representing 20.9% of the Firm on a non-diluted foundation.

Razvan Romanescu is a digital serial entrepreneur, whose roles embrace: Co-Founder & CEO of Underlining Inc, which owns and operates notable manufacturers similar to Tatbrow, Nailboo and Disguise; Co-Founder and CEO of Gamelancer Inc, a platform designed to raise the net gaming expertise; Co-Founding father of 10PM Curfew, a female-focused media community @type and @ladies on Instagram and TikTok; and Co-Founding father of Memes.com (@memes on all social platforms and the most important meme generator app within the App Retailer).

For the fiscal 12 months ended on December 31, 2021Gamelancer had revenues of US$1,431,695 and internet abnormal earnings of US$351,762, As at December 31, 2021Gamelancer had whole belongings of US$1,603,636 and long run liabilities of US$729,969 within the type of SAFE notes payable, all which might be transformed into frequent inventory or redeemed on the closing of the Transaction. The foregoing monetary data has not been audited.

“Gaming has at all times been a real ardour of mine. In a short while we’ve got established Gamelancer as a worldwide group that’s on the coronary heart of the gaming trade. We acknowledge the ability of group and perceive the impression of Gaming has in bringing all cultures collectively at scale. Our roadmap consists of premium content material/collection, cell video games, {hardware}, and expertise to raise the gaming expertise. We’re excited to unite the tribes with Wondr and function as a brand new mixed entity.” , Razvan RomanescuCo-Founder, CEO, Gamelancer

“The gaming trade is among the quickest rising and culturally impactful sectors in trendy leisure. Quick kind video, particularly Tiktok-style content material is among the most sought-after media panorama for manufacturers. With possession of twenty-two channels, together with the @gaming handles throughout Tiktok, Instagram, and Snapchat, Gamelancer has made it accessible for manufacturers and companions to entry the prosperous and engaged gaming viewers at scale, constituted by the 12 to 40 year-old GenZ & Millennial demographics. Gamelancer’s vertical video options, together with consumer -generated content material and in-house produced miniseries, present genuine entry to the worldwide gaming market.” , Jon DwyerChairman & CEO, Wondr Gaming

The Consideration Shares issuable to the phrases of the Definitive Settlement might be topic to a voluntary lock up over a interval of 36 months, whereby 10% of the Consideration Shares might be launched on the Closing Date, with 15% to be launched each six months thereafter. Additional, sure shareholders of Gamelancer will enter into non-competition and non-solicitation agreements with the Firm for a interval of three (3) years from the time limit of the Transaction.

The events anticipate the Transaction to shut on or round April 1, 2022,

Jon Dwyer to stay Chairman & CEO; Mike Cotton to stay President & Chief Working Officer and Stephen Brooks to stay CFO.

About Gamelancer

Gamelancer is the quickest rising cell centered gaming community – generated over 1 billion+ month-to-month video views throughout its owned and operated properties. Our aim is to empower the worldwide gaming group by way of premium content material, cell video games, {hardware} and expertise.

About Wondr Gaming

Wondr Gaming is a publicly traded leisure firm on the Canadian Securities Change (CSE: WDR) (CSE: WDR.WT), builds partnerships and fosters group inside the esports, skilled sports activities, and music industries by way of loyalty & rewards, NFTs, and media enterprise. Wondr Gaming generates income by way of model partnerships hosted on its loyalty platform, the sale of NFTs centered on esports, skilled sports activities and the music trade, and thru direct media and programmatic gross sales hosted on Gamelancer’s 20+ owned and operated channels, that includes over 1 billion month-to-month views and 26,500,000+ followers.

Neither the Canadian Securities Change nor its Market Regulator (as that time period is outlined within the insurance policies of the Canadian Securities Change) accepts accountability for the adequacy or accuracy of this launch.

Ahead Trying Info and Disclaimers

This information launch comprises ahead,trying statements and ahead,trying data inside the that means of relevant securities legal guidelines, together with statements concerning the plans, intentions, beliefs and present expectations of Wondr and Gamelancer with respect to future enterprise actions and working efficiency, These statements relate to future occasions or future efficiency. All statements aside from statements of historic truth could also be ahead,trying statements or data. Ahead-looking data is commonly recognized by the phrases “might”, “would”, “might”, “ought to”, “will”, “intend”, “plan”, “anticipate”, “consider”, “estimate”, “anticipate” or comparable expressions and embrace data concerning and extra significantly and with out limitation, this information launch comprises ahead,trying statements and data referring to: (i) expectations concerning whether or not the proposed Transaction might be consummated, together with whether or not situations to the consummation of the Transaction might be happy, or the timing for finishing the Transaction; (ii) expectations concerning the potential advantages and synergies of the Transaction and the power of the mixed firm to efficiently obtain enterprise goals, together with integrating the businesses or the consequences of surprising prices, liabilities or delays; (iii) the long run enterprise of the Firm, the potential of the Firm’s services and products, additional enterprise from the Firm’s purchasers and mixed companies and merchandise, completion of the Transaction and (iv) trade outlook and potential and different issues. The ahead,trying statements and data are primarily based on sure key expectations and assumptions made by administration of the Firm.

Ahead-looking statements and data are offered for the aim of offering details about the present expectations and plans of administration of the Firm referring to the long run and are not primarily based on historic information however as a substitute mirror Wondr’s and Gamelancer’s respective expectations, estimates or projections regarding future outcomes or occasions primarily based on the opinions, assumptions and estimates of administration thought of cheap on the date the statements are made, Though administration of Wondr and Gamelancer consider that the expectations and assumptions on which such forward-looking statements and data are primarily based are cheap, undue reliance shouldn’t be positioned on the ahead,trying statements and data since no assurance could be provided that they’ll show to be right. Readers are cautioned that reliance on such statements and data will not be applicable for different functions, similar to making funding choices. since ahead,trying statements and data handle future occasions and situations, by their very nature they contain inherent dangers and uncertainties. Precise outcomes might differ materially from these at present anticipated attributable to a lot of components and dangers. Among the many key components that might trigger precise outcomes to vary materially from these projected within the forward-looking data are the next: the power to consummate the Transaction; the power to acquire requisite regulatory and shareholder approvals and the satisfaction of different situations to the consummation of the Transaction on the proposed phrases and schedule; the power of Wondr and Gamelancer to efficiently combine their respective operations and workers and understand synergies and value financial savings on the instances, and to the extent, anticipated; the potential impression on working actions; the potential impression of the announcement or consummation of the Transaction on relationships, together with with regulatory our bodies, workers, suppliers, prospects and opponents; adjustments basically financial, enterprise and political situations, together with adjustments within the monetary markets; adjustments in relevant legal guidelines; compliance with in depth authorities regulation; and the diversion of administration time on the Transaction. This forward-looking data could also be affected by dangers and uncertainties within the enterprise of Wondr and Gamelancer and market situations Accordingly, readers shouldn’t place undue reliance on the ahead,trying statements and data contained on this information launch. Readers are cautioned that the foregoing listing of things isn’t exhaustive. The ahead–trying statements and data contained on this information launch are made as of the date hereof and no endeavor is given to replace publicly or revise any ahead–trying statements or data, whether or not because of new data, future occasions or in any other case, until so required by relevant securities legal guidelines. The forward-looking statements or data contained on this information launch are expressly certified by this cautionary assertion.

SOURCE Wondr Gaming Corp.

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