Gamelancer Media Announces Closing of $10 Million Brokered Private Placement of Units Led by Chretien-Desmarais Family Office

NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, ON / ACCESSWIRE / June 15, 2023 / Gamelancer Media Corp. (CSE:GMNG)(FRA:P93) ("Gamelancer" or the "Company")a leading digital media, entertainment, and production company,is pleased to announce, further to its press release dated May 8, 2023, the closing of its brokered offerings (the LIFE Offering and Private Placement Offering, as defined below, collectively referred to as the "Offerings") through the issuance of 100,038,500 units (the "Units") of the Company at a price of $0.10 per Unit (the "Issue Price") for total gross proceeds of $10,003,850.

The Offerings were comprised of (i) gross proceeds of $2,853,850 pursuant to the listed issuer financing exemption ("LIFE Exemption") available under Part 5A of National Instrument 45-106 - Prospectus Exemptions (the "LIFEOffering"), and (ii) gross proceeds of $7,150,000 pursuant to available private placement exemptions (the "Private Placement Offering"). President's list subscribers accounted for approximately 84% of the total gross proceeds from the Offerings. $1,970,000 came from Officers and Directors.

The Offerings were conducted by Echelon Capital Markets Inc. ("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 dated June 15, 2023.

"Concluding this financing is a crucial step in our process to up-list to the TSX. The result of yesterday's AGM saw management and shareholders vote against the consolidation, and continue in our journey to a senior exchange with an unaltered cap table, as was my goal. Our growing ecosystem of 54 channels now reaches over 40 million people, with active campaigns in the US, Australia, Canada and the UK on an ongoing basis. We are poised for aggressive growth as digital advertising spend continues to increase in tandem with the ebbing of TV ad spend becoming increasingly apparent across the media landscape. " - Jon Dwyer, Chairman and CEO of Gamelancer.

Each Unit consists of one common share of the Company (each, a "Share") and one common share purchase warrant of the Company (each, a "Warrant"). Each Warrant entitles the holder to purchase one Share of the Company (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 of the Offerings (the "Closing Date"). The Units issued pursuant to the LIFE Offering are not subject to any hold periods pursuant to applicable Canadian securities laws. The Units issued pursuant to the Private Placement Offering are subject to a four-month hold period under applicable Canadian securities laws.

In connection with the closing of the Offerings, the Company paid the Agents a cash commission of $186,069.50 in the aggregate and issued a total of 1,147,195 broker warrants to the Agents. In addition, the Company paid certain eligible persons a cash commission of $86,100 in the aggregate and issued a total of 861,000 broker warrants. Each Broker Warrant will be exercisable for a period of 36 months following the closing of the Offerings to acquire a Unit at an exercise price equal to the Issue Price, subject to adjustment in certain events.‎

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.

The Offerings 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 19,700,000 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 Units being issued to insiders in connection with the Offerings 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 Offerings, which the Company deems reasonable in the circumstances in order to complete the Offerings in an expeditious manner. The Offerings were approved by all independent directors of the Company.

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, a UK game developer. 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 40 million followers & subscribers, generating over 2 billion monthly video views and growing by over 1.5 million new followers monthly. A majority of Gamelancer's audience is 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.

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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.

SOURCE: Gamelancer Media Corp.