Wondr Gaming Announces Closing of Final Tranche of Non-brokered Private Placement of Units, Raising an Aggregate of $10,000,000

TORONTO, February 18, 2022 – Wondr Gaming Corp. (CSE: WDR) (CSE: WDR.WT) (the “Company” or “Wondr Gaming“) is pleased to announce that it has closed the second and final tranche of its previously announced non-brokered private placement through the issuance of 14,570,000 units (each, a “Unit“) at a price of $0.20 per Unit for aggregate gross proceeds of $2,914,000 (the “Offering“). The aggregate gross proceeds raised pursuant to the Offering was $10,000,000 through the issuance of an aggregate of 50,000,000 Units. Each Unit is comprised of one common share (each, a “Common Share“) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant entitles the holder thereof to acquire one Common share at an exercise price of $0.30 per Common Share for a period of twenty-four 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 (the “Finders“) a cash commission of $36,400 and issued 182,000 broker warrants (each, a “Broker Warrant“). Each Broker Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.20 per Common Share for a period of twenty-four months from the closing of the Offering.

Echelon Capital Markets (“Echelon“) acted as financial advisor 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 securities described herein have not been registered under the U.S. Securities Act of 1933, as amended (the “Act“), and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.

The Offering constituted a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101“), 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 $2,500,000, 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.