Gamelancer Media Corp. announced a non-brokered private placement through the issuance of 1,000 unsecured convertible debentures at an issue price of CAD 1,000 per Debenture for gross proceeds of CAD 1,000,000 on June 27, 2024. The issuance of the Debentures pursuant to the Offering was completed on a private placement and prospectus exempt basis, as applicable, such that the issuances are (or in the case of any underlying Common Shares, shall be) exempt from any applicable prospectus and securities registration requirements.

The Debentures will mature two years following the date of issuance and will bear interest at an interest rate of 15% per annum, payable on the Maturity Date in arrears. At any time prior to the close of business on the last business day immediately preceding the Maturity Date, holders of Debentures have the right, at the holder?s option, to convert into Common Shares all or a portion of the principal amount outstanding under the Debentures at CAD 0.025 per Common Share or (B) the accrued but unpaid interest under the Debentures at the greater of: (i) the Conversion Price; or (ii) the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange for the five business days preceding the date of conversion, less applicable discounts in accordance with the policies of the Exchange, subject to adjustments. Closing of the Offering is subject to receipt of all necessary corporate and regulatory approvals, including the approval of Toronto Stock Exchange.

All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.