WONDR GAMING ENTERS INTO BINDING AGREEMENT TO ACQUIRE JOYBOX MEDIA

2021-10-22

WONDR GAMING ENTERS INTO BINDING AGREEMENT TO ACQUIRE JOYBOX MEDIA

TORONTO, October 22, 2021 – Wondr Gaming Corp. (CSE: WDR) (CSE: WDR.WT) (the “Company” or “Wondr Gaming“) is pleased to announce it has entered into a binding agreement dated October 22, 2021 (the “Definitive Agreement“) to acquire JoyBox Media Inc. (“JoyBox“), a media network and marketing agency focused on helping brands scale their digital presence and foster online communities.

Pursuant to the Definitive Agreement, the Company has agreed to acquire all of the issued and outstanding common shares of JoyBox in exchange for: (i) $1,200,000 worth of common shares of the Company at a deemed price per share of $0.24 (the “Consideration Shares“); and (ii) cash payments of $300,000 (the “Cash Payments“) in the aggregate.

The Consideration Shares and Cash Payments will be paid as per the following terms:
  • $500,000 worth of Consideration Shares and approximately $144,000 Cash Payment on the closing date of the transaction (the “Closing Date“);
  • $350,000 worth of Consideration Shares and approximately $67,000 Cash Payment, both issuable and payable within ten days of the JoyBox generating
  • $500,000 in gross revenues; and $350,000 worth of Consideration Shares and approximately $67,000 Cash Payment, both issuable and payable within ten days of the JoyBox generating $1,000,000 in gross revenues.
All Consideration Shares issued in connection with the acquisition of JoyBox are subject to a 27-month voluntary escrow agreement between the selling shareholders of JoyBox and the Company, with the first release of 25% of the escrowed shares to be released 18 months from the Closing Date.

The parties expect the acquisition to close on or around November 5, 2021.

“The acquisition of JoyBox Media is an important addition to the Wondr ecosystem, as their best-in-class viral content and campaign platform will dramatically enhance the customer reach of our NFT and rewards platforms. JoyBox has proven incredibly successful in enabling brands to understand and monetize the latest trends, platforms and strategies that are important to Gen-Z and the gaming community. Working with some of the most influential talents on Instagram and TikTok, JoyBox has aided banks, tech companies, some of the most popular musicians in North America, and beyond in growing and monetizing their brands.” – Jon Dwyer, Chairman & CEO of Wondr Gaming.

“We are beyond excited about the endless opportunities for JoyBox to grow as part of the Wondr ecosystem. The natural synergies between Wondr and JoyBox are going to prove very successful as we expand our music, entertainment, and sports campaigns/content, integrated with Wondr‘s NFT and loyalty programs. The innovation of blockchain technology is here, and we are thrilled to be building within the intersection of culture and technology alongside Wondr Gaming” – Sam Park & Kamar Burke, Co-Founders of JoyBox Media.
 
About JoyBox Media Inc.
JoyBox Media is a media network and marketing agency that focuses on the intersection of culture and technology. JoyBox provides best-in-class services working with celebrities, brands, and creators to create meaningful communities across digital through paid media, influencer campaigns, and viral content.