GAMELANCER MEDIA ANNOUNCES CLOSING OF FINAL TRANCHE OF NON-BROKERED PRIVATE PLACEMENT OF DEBENTURE UNITS

November 24, 2022               

Toronto, Ontario – November 24, 2022 – Gamelancer Media Corp. (CSE: GMNG) (OTCQB: GAMGF) (FRA:P93) (“Gamelancer” or the “Company”) a media & entertainment company producing short-form video content for brands, is pleased to announce that it has closed the final tranche of its previously announced (see press releases dated October 13 and November 3, 2022) non-brokered private placement through the issuance of 439 debenture units (each, a “Debenture Unit”) at a price of $1,000 per Debenture Unit for aggregate gross proceeds of $439,000 (the “Offering”). Each Debenture Unit consists of $1,000 principal amount of 12% secured debentures of the Company (each, a “Debenture”) and 100 common share purchase warrants of the Company (each, a “Warrant”). Each Warrant is exercisable into one common share of the Company (each, a “Warrant Share”) at an exercise price of CDN$0.07 per Warrant Share for a period of 36 months from the closing of the Offering. The Debentures will mature on the date that is 60 months from the closing of the Offering (the “Maturity Date”) and bear interest at a rate of 12.00% per annum from the closing of the Offering, with the first 18 months of accrued interest payable on the Maturity Date. The Debentures are subject to redemption, in whole or in part, at the option of the Company at any time after the first (1st) anniversary of the closing of the Offering upon giving the holders not less than 30 and not more than 60 days’ prior written notice, at a price equal to the then outstanding principal amount of the Debentures plus all accrued and unpaid interest up to and including the redemption date.

The net proceeds of the Offering will be used for general working capital purposes.

“Gamelancer has now made our second last payment of $2,500,000 USD for the acquisition of Gamelancer, with one payment of $2,500,000 USD remaining, due on April 14, 2023. Being able to close this round of non-dilutive financing given the current market climate is a testament to the strength of our shareholders and their confidence in the future of Gamelancer. The Company did not wish to take on additional debt at this time and will revisit financing options in 2023 should it be required to make the second payment.” - Jon Dwyer, Chairman & CEO, Gamelancer Media Corp.

In connection with the closing of the entire Offering, the Company paid certain eligible persons a cash commission of $95,550 in the aggregate and issued a total of 745,707 broker warrants in the aggregate (each, a “Broker Warrant”). Each Broker Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.07 per Common Share for a period of 36 months from the closing of the Offering.

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 197 Debenture 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 Debenture 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.

In addition, the Company announces that it has granted an aggregate of 7,000,000 options to purchase common shares of the Company exercisable at a price of $0.13 per common share for a period of three (3) years to certain consultants and service providers of the Company. The common shares issuable upon exercise of the options are subject to a four-month hold period from the original date of grant.