Wondr Gaming Corp. (CNSX:WDR) entered into a binding agreement to acquire JoyBox Media Inc. for CAD 1.5 million on October 22, 2021. Pursuant to the definitive agreement, Wondr Gaming Corp has agreed to acquire all of the issued and outstanding common shares of JoyBox in exchange for CAD 1.2 million worth of common shares of Wondr Gaming Corp. and cash payments of CAD 0.3 million in the aggregate. The consideration shares and cash payments will be paid as CAD 0.5 million worth of shares and approximately CAD 0.14 million cash on the closing date of the transaction; CAD 0.35 million worth of shares and approximately CAD 0.067 million cash, both issuable and payable within ten days of the JoyBox generating CAD 0.5 million in gross revenues; and CAD 0.35 million worth of shares and approximately CAD 0.067 million cash, both issuable and payable within ten days of the JoyBox generating CAD 1 million in gross revenues. All consideration shares issued in connection with the acquisition of JoyBox are subject to a 27-month voluntary escrow agreement between the selling shareholders of JoyBox and Wondr Gaming, with the first release of 25% of the escrowed shares to be released 18 months from the closing date.

On February 16, 2022, the parties entered into Amended and Restated Agreement. Pursuant to this, Wondr Gaming agreed to acquire all of the issued and outstanding common shares of JoyBox in exchange for: (i) CAD 1,200,000 worth of common shares of the Wondr Gaming and (ii) cash payments of CAD 300,000. The Consideration Shares will be paid as per the following terms: CAD 500,000 worth of Shares at a deemed price per share equal to the closing price of the Wondr common shares on the closing date; CAD 350,000 worth of Shares both issuable and payable within sixty days of JoyBox generating at least CAD 500,000 in gross revenues; and CAD 350,000 worth of Shares both issuable and payable within sixty days of JoyBox generating at least CAD 1,000,000 in gross revenues. The Cash Payments will be paid as per the following terms: CAD 131,526 payable forthwith as collected by the Company as accounts receivable from JoyBox's past services provided; CAD 84,237 payable within sixty days following the quarterly financial period of the Company in which JoyBox generated at least CAD 500,000 in gross revenue; and CAD 84,237 payable within sixty days following the quarterly financial period of the Company in which JoyBox generated at least CAD 1,000,000 in gross revenue. The acquisition is expected to close on or around February 23, 2022.

Wondr Gaming Corp. (CNSX:WDR) completed the acquisition of JoyBox Media Inc. on March 3, 2022.