TORONTO, March 21, 2022 – Wondr Gaming Corp. (CSE: WDR) (CSE: WDR.WT) (OTC: WDRGF) (the “Company” or “Wondr“) is pleased to announce that further to its press release of December 20, 2021, it has entered into a definitive stock purchase agreement (the “Definitive Agreement“) with Gamelancer, Inc. (“Gamelancer“) and all of the shareholders of Gamelancer dated March 21, 2022, to acquire all of the issued and outstanding common shares (the “Gamelancer Shares“) of Gamelancer (the “Transaction“).
Pursuant to the terms of the Definitive Agreement, the Company has agreed to issue 212,338,900 common shares in the capital of Wondr (the “Consideration Shares”), which is equal to 49% of the issued and outstanding common shares of Wondr, and the Company has agreed to pay in the aggregate USD$12,000,000 in cash (the “Cash Payments”) in accordance with the following 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 final USD$2,500,000 twelve months from the Closing Date. The Company has also agreed to pay a further aggregate USD$125,000 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 USD$7,000,000 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 3,000,000 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 Razvan Romanescu as Chief Strategy Officer, Darren 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% of the Company on a non-diluted basis.
Razvan Romanescu is a digital serial entrepreneur, whose roles include: Co-Founder & CEO of Underlining Inc, which owns and operates notable brands such as Tatbrow, Nailboo and Hide; Co-Founder and CEO of Gamelancer Inc, a platform designed to elevate the online 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 December 31, 2021, Gamelancer had revenues of US$1,431,695 and net ordinary income of US$351,762. As at December 31, 2021, Gamelancer had total assets of US$1,603,636 and long term liabilities of US$729,969 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 roadmap 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.” – Razvan 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 GenZ & Millennial demographics. Gamelancer’s vertical video solutions, including user-generated content and in-house produced miniseries, provide authentic access to the global gaming market.” – Jon Dwyer, Chairman & 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% of the Consideration Shares will be released on the Closing Date, with 15% 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 (3) 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 & CEO; Mike Cotton to remain President & Chief Operating Officer and Stephen Brooks to remain CFO.
Gamelancer is the fastest growing mobile focused gaming network – generating over 1 billion+ monthly video views across its owned and operated properties. Our goal is empower the global gaming community through premium content, mobile games, hardware and technology.