Wondr Gaming Corp. Announces Completion of Reverse Takeover Transaction
Vancouver, British Columbia and Toronto, Ontario--(Newsfile Corp. - May 3, 2021) - Wondr Gaming Corp. (formerly Transglobe Internet and Telecom Co., Ltd.) (the "Company") and Wondr Gaming Corporation (formerly, 1Wondr Gaming Corporation) ("Wondr") are pleased to announce the completion of the Company's previously announced reverse takeover transaction (the "Transaction") pursuant to which the Company acquired all of the issued and outstanding common shares of Wondr in exchange for shares of the Company, as further detailed below. The Company will now carry on the business of Wondr, launching its fully developed loyalty and rewards platform, and focusing on acquisitions in verticals such as artificial intelligence applications, augmented reality, and additional assets that contribute to growing our revenues within the global gaming and broader entertainment industries.
The Company will file the final application with the Canadian Securities Exchange ("CSE") and anticipates trading on or around May 7, 2021. It will provide a further update once the trading date is confirmed.
The Transaction was carried out in accordance with the terms and conditions of an amalgamation agreement (the "Definitive Agreement") dated October 20, 2020 between the Company, Wondr and 2778533 Ontario Inc.
The Transaction was subject to a number of approvals, which were obtained, and conditions, which were met, prior to its implementation. Pursuant to the Definitive Agreement, the Company issued an aggregate of 134,735,966 common shares of the Company to the former Wondr shareholders ("Wondr Shareholders"), such that upon completion of the Transaction the total issued and outstanding common shares in the capital of the Company was 151,348,045 with the former Wondr Shareholders (including those Wondr Shareholders following conversion of the Subscription Receipts as noted below) holding approximately 89% of the total number of the issued and outstanding common shares in the capital of the Company and the original shareholders of the Company following the consolidation (as described below) holding 16,612,079 common shares, representing approximately 11% of the outstanding common shares. The Company also has 28,118,244 warrants outstanding and 6,650,000 options outstanding. Further detailed information on the capitalization of the Company will be provided in the listing statement that will be filed on the Company's SEDAR profile once accepted by the CSE.
The board of directors of the Company was reconstituted in conjunction with the completion of the Transaction such that it now consists of five (5) directors: Jonathan Dwyer, Michael Cotton, Samuel Banks, Cyril Leeder and Roland Gossage. In addition, management of the Company was reconstituted such that it now consists of Jonathan Dwyer, Chairman and Chief Executive Officer, Michael Cotton, President and Chief Operating Officer, Stephen R. Brooks, Chief Financial Officer and Corporate Secretary.
In connection with the Transaction, Wondr completed a non-brokered private placement of subscription receipts (each a "Subscription Receipt") as announced on February 18, 2021, pursuant to which Wondr issued an aggregate of 44,091,500 Subscription Receipts at a price of $0.20 per Subscription Receipt for gross proceeds of $8,818,300 (the "Offering"). Each Subscription Receipt was automatically converted into common shares and warrants of Wondr prior to completion of the Transaction. Further details on the Offering can be found in the February 18, 2021 press release of the Company.
Name Change and Consolidation
Prior to the completion of the Transaction, the Company changed its name from "Transglobe Internet and Telecom Co., Ltd." to its current name, "Wondr Gaming Corp." in accordance with the provisions of the Business Corporations Act (British Columbia). Also prior to the completion of the Transaction, the Company consolidated its common shares on the basis of thirty (30) pre-consolidation common shares for one (1) post-consolidation common share.
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Wondr Gaming Corp.
Wondr Gaming Corp. is involved in the business of developing its loyalty & rewards business and focusing on acquisitions in verticals such as artificial intelligence applications, augmented reality, and additional assets that contribute to growing its business within the global gaming and broader entertainment industries.
For further information please contact:
Jonathan Dwyer, CEO
Phone: (416) 627-8868
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. More particularly and without limitation, this news release contains forward‐looking statements and information relating, the listing of the Company on the CSE, the future business of the Company, and other matters. 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. The forward-looking statements in this press release include the information related to the listing of the Company on the CSE,, the future business of the Company, and other matters. 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. These include, but are not limited to, the Company's ability to continue operations, the Company's ability to raise further capital, and the Company's ability to obtain regulatory and exchange approvals. 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.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
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