Gamelancer Media Announces $10.0 Million Brokered Private Placement of Units Led by Chretien-Desmarais Family Office

$6,000,000 Presidents List Confirmed

TORONTO, ON / ACCESSWIRE / May 8, 2023 / Gamelancer Media Corp. (CSE:GMNG)(OTCQB:GAMGF)(FRA:P93) (the "Company" or "Gamelancer") a leading digital media, entertainment and production company, is pleased to announce the offering of up to 100,000,000 units (the "Units") of the Company at a price of $0.10 per Unit (the "Issue Price") for total gross proceeds of up to $10,000,000, comprised of (i) gross proceeds of up to $4,000,000 pursuant to the listed issuer financing exemption available under National Instrument 45-106 - Prospectus Exemptions (the "LIFE Offering"), and (ii) gross proceeds of up to $6,000,000 pursuant to other available private placement exemptions (the "Private Placement Offering" and together with the LIFE Offering, the "Offerings"). There is an offering document relating to the LIFE Offerings (the "Offering Document") that can be accessed under the Company's profile at www.sedar.com and at www.gamelancer.com. Prospective investors should read the Offering Document before making an investment decision.

The Offerings will be conducted by Echelon Capital Markets ("Echelon") as lead agent and sole bookrunner, on behalf of a syndicate of agents (collectively, the "Agents") on a commercially reasonable best-efforts basis pursuant to an agency agreement in all the provinces of Canada, other than Quebec.

"In 2022, the acquisition of Gamelancer Inc. and creative design studio JoyBox Media, was a critical step in our strategy to develop a "Walled Garden" approach to digital-channel ownership. Gamelancer generates media inventory by publishing organic videos daily on our channels, which people tune into watch. This creative + broadcast model on TikTok, Snap and Instagram allows us to simultaneously publish creative short-form video ads on our owned and operated channels, which some of the largest brands and agencies globally purchase. This financing allows the company to grow our OTT and direct media ad business, and further develop our partnerships therein." - Jon Dwyer, Chairman and CEO of Gamelancer Media.

Each Unit will consist of one common share of the Company (each, a "Share") and one Share purchase warrant of the Company (each, a "Warrant"). Each Warrant will entitle the holder to purchase one Share (each, a "Warrant Share") at a price of $0.15 per Warrant Share at any time on or before the date which is 36 months after the Closing Date (as defined below), subject to adjustment in certain events. The Units (including the underlying Shares and Warrants) issued pursuant to the LIFE Offering will not be subject to any hold periods pursuant to applicable Canadian securities laws. The Units (including the underlying Shares and Warrants) issued pursuant to the Private Placement Offering will be subject to a four month hold period under applicable Canadian securities laws.

The Company has granted the Agents an option to arrange for the sale of up to an additional 15,000,000 Units at the Issue Price for additional gross proceeds of up to $1,500,000 (the "Agents' Option"). The Agents' Option may be exercised in whole or in part at any time up to 48 hours prior to the Closing Date.

The Company has agreed to pay the Agents a cash commission equal to 7.0% of the gross proceeds of the Offerings (including any exercise of the Agents' Option), with such fee being reduced to a cash commission equal to 1.0% with respect to subscriptions made by persons delivered to the Agents by the Company (the "President's List"), and has agreed to issue to the Agents a number of non-transferable warrants of ‎the Company (the "Broker Warrants") equal to 7.0% ‎of the number of Units sold under the Offerings, with no Broker Warrants issuable on any President's List subscriptions. Each Broker Warrant will be exercisable for a period of 36 months following the Closing Date to acquire a Unit at an exercise price equal to the Issue Price, subject to adjustment in certain events.‎

The Offerings are scheduled to close concurrently on or around May 31, 2023 (the "Closing Date") and are subject to certain customary conditions including, but not limited to, completion of due diligence and receipt of all necessary approvals including satisfaction of listing conditions of the Canadian Securities Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any Units in the United States. The securities to be sold in the Offerings have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Gamelancer

Acquired by Wondr Gaming, Gamelancer Media Corp. is a media & entertainment company producing short-form video content for brands, with broadcast on its owned and operated TikTok, Snapchat, and Instagram channels. Gamelancer Media will focus on developing new brand, agency, and creator relationships and new opportunities for existing associates through its strategic partnerships with TikTok North America, Snap Inc., and Dubit. The media company currently works with companies such as Samsung, Belkin, Celsius, and several other notable brands. The company produces and distributes content across its 54 owned-and-operated channels to over 39 million followers & subscribers, generating over 2 billion monthly video views and growing by over 1.5 million new followers monthly. A majority of the Gamelancer's audience are located in the USA, Canada, the UK, and Australia.

With advanced user data analytics, Gamelancer provides its audience with content relevant to the Gen Z & Millennial respective communities. Gamelancer owns the largest gaming media inventory on TikTok. Gamelancer also monetizes across its Snapchat Discover channels in partnership with Snapchat.

Gamelancer is 59% insider owned, calculated as of April 2023.

Visit us at https://gamelancer.com/ to join our email subscribers list and receive press releases and newsletters directly to your inbox.

For further information, please contact:

Jon Dwyer, Chairman and Chief Executive Officer
Tel: (416) 627-8868
Email: ir@gamelancer.com
IR Email: info@gamelancer.com

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.

Forward-Looking Information

This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Company. Although management of the Company believes 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.

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. 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. 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.

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

SOURCE: Gamelancer Media Corp.

View source version on accesswire.com:
https://www.accesswire.com/753358/Gamelancer-Media-Announces-100-Million-Brokered-Private-Placement-of-Units-Led-by-Chretien-Desmarais-Family-Office