Wondr Gaming Enters the NFT Space Through a Binding Agreement to Acquire Enterprise Gaming

Toronto, Ontario--(Newsfile Corp. - May 17, 2021) -  Wondr Gaming Corp. (CSE: WDR) (CSE: WDR.WT) (the "Company" or "Wondr Gaming") a company providing partnerships in media through loyalty and rewards, is pleased to announce it has entered into a binding agreement dated May 17, 2021 (the "Definitive Agreement") to acquire Enterprise Gaming Canada Inc. ("EGI"), owner of a proprietary non-fungible token ("NFT") platform leveraging Ethereum.

Pursuant to the Definitive Agreement, the Company has agreed to acquire all of the issued and outstanding common shares of EGI in exchange for 4,000,000 common shares of the Company to be issued to the shareholders of EGI at a deemed price of $0.25 per share. The parties expect the acquisition to close on or around May 25, 2021.

All common shares issued in connection with the acquisition of EGI are subject to a four-month and one day resale restriction and an 18-month voluntary escrow agreement between the selling shareholders of EGI and the Company.

Transaction Highlights and Benefits

• The Company will become a Canadian public markets' first to integrate a wholly owned proprietary NFT-focused company within a gaming rewards ecosystem
• The Company will add Pascal Leblanc to its team, a proven entrepreneur who has built and sold two blockchain platforms and was blockchain strategist for E&Y
• Provides an existing platform that can be leveraged through partnership with other potential celebrities, athletes, and family offices within the Wondr Gaming network

"The examples in industry of partnerships in the digital space leveraging exciting technology provided by NFTs are extensive. From Acker, the world's largest fine and rare wine auction house releasing its first-ever NFTs from Burgundy, Beeple selling digital NFT art for $69M, eBay recently announcing NFT inventory on its platform, to a host of sports, celebrity, and music icons embracing this new digital way to monetize. Our ethos from the beginning has been to expand the media vertical by leveraging our vast network through partnership and acquiring a proven technology team and NFT platform allows us to expand on this vision.", commented Jon Dwyer, CEO of Wondr.

Founded in 2019 by Pascal Leblanc, who has been Blockchain strategist to E&Y and has built and sold two businesses in the blockchain ecosystem, EGI has developed a proprietary NFT marketplace called 'Memestation' which facilitates the purchase, sale, and trading of meme digital art. In addition, EGI has consolidated a wholly owned rare meme database to offer for trade and sale through its marketplace. Memestation has been designed to be easily cloned and reskinned to be applied to other media verticals.

About NFTs

• NFTs are in essence a record created using blockchain that attributes ownership of a given piece of digital 'art' to an individual on the blockchain ledger.
• NFTs are emerging as a popular new way for creators and artists globally to monetize their intellectual property.
• NFT sales topped $2B in Q1 2021, over 20 times the volume ($93M) of the previous quarter.⁽¹⁾
• Acker, the world's largest fine and rare wine auction house, released its first-ever NFTs from Burgundy, which fetched US$61,752 overall, a 332% above the low estimate.⁽²⁾
• Vancouver-based Dapper Labs, a leader in NFT integration with the NBA, closed a $305M funding at a $2.6B valuation.⁽³⁾
• The first pure-play publicly traded investment vehicle for NFTs, NFT Investments plc, went public on the AQUIS exchange in London in April 2021 and raised £35m with an initial market capitalization of £50m.⁽⁴⁾

⁽¹⁾ Source: CNBC, April 13, 2021
⁽²⁾ Source: Acker Auction Newsflash, May 13, 2021
⁽³⁾ Source: USA Today, March 30, 2021
⁽⁴⁾ Source: NFT Investments PLC, April 13, 2021

Further, the Company is pleased to announced that it has entered into a consulting agreement dated May 17, 2021 with Blue Deer Capital Partners Inc. ("Blue Deer") whereby Blue Deer has agreed to provide business, operational and strategic advice to the Company in exchange for 4,000,000 performance warrants exercisable by Blue Deer at a price of $0.29, expiring three years from the date of issuance and subject to a certain vesting schedule agreed to by the Company and Blue Deer.

Blue Deer is a capital markets advisory firm headquartered in Toronto, Canada, focused on mission driven entrepreneurs. Blue Deer helps its clients reach their full potential by leveraging its network of family offices and executives to help find accretive capital and business partnerships.

About Wondr Gaming

Wondr Gaming Corp, a publicly traded company on the Canadian Securities Exchange that builds partnerships and fosters community within the gaming and esports industries by creating and acquiring new assets. Its business model unites brands and the global gaming community through loyalty & rewards, augmented reality, influencer advocacy, and tournament platform silos.

About Enterprise Gaming Canada Inc.

Founded by a serial blockchain entrepreneur, EGI is a privately held company that has built a proprietary NFT marketplace called 'Memestation' which facilitates the purchase, sale, and trading of meme digital art. Memestation has been designed to be easily cloned and reskinned to be applied to other media verticals.

For further information please contact:

Jon Dwyer, Chairman and Chief Executive Officer,
(416) 627-8868,
Email: jon@wondrgaming.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. More particularly and without limitation, this news release contains forward‐looking statements and information relating, the future business of the Company, the completion of the acquisition, the potential of the Company's products and services, further business from the Company's clients, industry outlook and potential 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. 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.

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