Wondr Gaming acquires 100% interest in Gamelancer and changes its name to Gamelancer Gaming Corp.

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

Founded in LA, Gamelancer has built the largest and fastest growing gaming platform on Tiktok & Snapchat, with 22 owned & operated channels, 26.5 million+ followers, and 1 billion+ monthly video views predominantly geolocated in North America, the UK & Australia.

TORONTO, April 14, 2022 /CNW/ - Wondr Gaming Corp. WDR WDR WDRGF (the "Company" or "Wondr") is pleased to announce that, further to its press releases of December 10, 2021 and March 21, 2022, it has completed the previously announced acquisition (the "Transaction") of 100% of the issued and outstanding common shares of Gamelancer, Inc. ("Gamelancer"). As initial consideration for the Transaction, the Company issued 212,338,900 common shares of the Company (the "Common Shares") and paid USD$7,000,000 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% of the Common Shares released on closing of the Transaction ("Closing") and 15% released every 6 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 www.sedar.com.

"Gamelancer generates over 1 billion+ monthly video views across our 22 owned and operated channels. With over 26,500,000 followers on TikTok, Instagram, and Snapchat, predominantly located in the US, Canada, the UK, and Australia, we now have the largest gaming focused media inventory on the most relevant social media platforms. With our owned & 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 & CEO 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, Razvan 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. 

In connection with the Transaction, (i) Razvan Romanescu of Panama City, Panama, acquired ownership of 90,572,303 Common Shares, (ii) Darren Lopes, of Panama City, Panama, acquired ownership of 45,354,558 Common Shares, and (iii) Mayfair Gaming, LLC ("Mayfair") of 158 Lafayette Street, Schenectady, New York, USA 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% 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 at www.sedar.com 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% 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 at www.sedar.com 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% 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 ongoing 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 at www.sedar.com or may be obtained by contacting the Chief Executive Officer of Mayfair at1-518-320-7152.

Gamelancer Gaming Corp. a publicly traded entertainment company on the Canadian Securities Exchange, is a growing mobile focused social media network in gaming - generating over 1 billion+ monthly video views across its 22 owned and operated channels. With over 26,500,000 followers on TikTok, Instagram, and Snapchat, predominantly located in the US, Canada, the UK, and Australia, Gamelancer sells direct and programmatic media across its network to the world's largest brands. With advanced user data analytics, we provide our audience curated content relevant to the GenZ & Millennial gaming community, which allows brands unparalleled 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.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains forward–looking statements and forward–looking information within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Wondr and Gamelancer with respect to future business activities and operating performance. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and include information regarding and more particularly and without limitation, this news release contains forward–looking statements and information relating to: expectations regarding the potential benefits and synergies of the Transaction and the ability of the combined company to successfully achieve business objectives, including integrating the companies or the effects of unexpected costs, liabilities or delays; (i) the future business of the Company, the potential of the Company's products and services, further business from the Company's clients and combined services and products, completion of the Transaction and (ii) industry outlook and potential and other matters. The forward–looking statements and information are based on certain key expectations and assumptions made by management of the Company.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future and are not based on historical facts but instead reflect Wondr's and Gamelancer's respective expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although management of Wondr and Gamelancer believe that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward–looking statements and information since no assurance can be given that they will prove to be correct. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward–looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; the ability of Wondr and Gamelancer to successfully integrate their respective operations and employees and realize synergies and cost savings at the times, and to the extent, anticipated; the potential impact on operating activities; the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Transaction. This forward-looking information may be affected by risks and uncertainties in the business of Wondr and Gamelancer and market conditions Accordingly, readers should not place undue reliance on the forward–looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward–looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward–looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

SOURCE Wondr Gaming Corp.