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…
