1. Security and Reporting Issuer
1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities
Good Gamer Entertainment Inc. (the “Company”) with a head office at 764 – 1055 Dunsmuir Street,
Vancouver, BC V7X 1L3.
Common Shares in the capital of the Company.
1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place
The transactions that triggered this report was the issuance of securities pursuant to a reverse takeover transaction with Good Gamer Corp. (the “Qualifying Transaction”).
2. Identity of Acquiror
2.1 State the name and address of the acquiror.
Charlo Barbosa (the “Acquiror”) located at 764 – 1055 Dunsmuir Street, Box 49255, Vancouver, BC V7X 1L2.
2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.
October 15, 2021.
2.3 State the name of any joint actors.
None.
3. Interest in Securities of the Reporting Issuer
3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror’s security holding percentage in the class of securities.
On October 15, 2021, the Acquiror directly and indirectly acquired the following securities from the Company (i) 8,487,598 common shares (“Shares”) directly acquired by the Acquiror and options to purchase 300,000 Shares at an exercise price of $0.25 per Share (“Options”); (ii) 4,361,700 Shares and 1,530,000 share purchase warrants exercisable at $1.00 per share (“Warrants”) acquired by Market Jar Media Inc., a company controlled by the Acquiror; (iii) 154,835 Shares and 50,000 Warrants acquired by Krak Media Inc., a company controlled by the Acquiror; and (vi) 72,045 Shares and 1,200,000 Options acquired by Mainstreamdollars Publishing Inc., a company controlled by the Acquiror.
The acquisition resulted in the Acquiror holding 30.78% of the issued and outstanding common shares of the Company on an undiluted basis and 35.46% of the issued and outstanding common shares of the Company on a partially diluted basis.
3.2 State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report.
See Item 3.1 above.
3.3 If the transaction involved a securities lending arrangement, state that fact.
Not applicable.
3.4 State the designation and number or principal amount of securities and the acquiror’s security holding
percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report. Immediately prior to the completion of the transactions set forth in Item 3.1 above, the Acquiror did not own any securities of the Company. Immediately after completion of the transactions set forth in. Item 3.1 above, the Acquiror controlled 13,076,178 Shares, 1,580,000 Warrants and 1,500,000. Options, representing 30.78% of the issued and outstanding common shares of the Company on an undiluted basis and 35.46% of the issued and outstanding common shares of the Company on a partially diluted basis.
3.5 State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which:
(a) the acquiror, either alone or together with any joint actors, has ownership and control,
See Item 3.1.
(b) the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and
See Item 3.1.
(c) the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.
See Item 3.1.
3.6 If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings.
Not Applicable.
3.7 If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.
Not Applicable.
4. Consideration Paid
4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total.
Under the Qualifying Transactions, the Shares were issued at a deemed price of $0.40 per Share.
4.2 In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.
See Item 3.1.
4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.
Not Applicable.
5. Purpose of Transaction
5.1 State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer.
The acquisition by the Acquiror of the Shares, Warrants and Options of the Company was made for investment purposes.
The Acquiror may increase or reduce his investment in the Company according to market conditions or other relevant factors.
6. Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer
Not Applicable.
7. Change in Material Fact
If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.
Not Applicable.
8. Exemption
If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.
Not Applicable.
9. Certification
I, as acquiror, certify that the information in this report is true and complete in every respect.
DATED the 19th day of November, 2021.
/s/ Charlo Barbosa
CHARLO BARBOSA