Today's News

Vancouver, BC, November 14, 2022--(T-Net)--WonderFi Technologies Inc. (TSX:WNDR; OTCQB: WONDF) confirmed today that it has closed its previously announced acquisition of BlockchainFoundry Inc. (CSE:BCFN), a leading North American blockchain development firm.

Founded in 2016, BCF develops and commercializes blockchain-based business solutions, with a focus on infrastructure for digital assets and NFTs.

Earlier this year, BCF launched LastKnown, an NFT minting platform and marketplace for NFTs as well as Metacademy, a 'learn-to-earn' educational platform focused on hands-on learning about Web3.

BCF's integration within WonderFi's ecosystem of Web3 businesses will add immediate scale to their product suite by connecting them to the Company's 600,000 user base across its Bitbuy and Coinberry platforms.

Dean Skurka, President and Interim CEO, WonderFi

"We are excited to close this transaction, and bring the BCF intellectual property in-house," says WonderFi President and Interim CEO, Dean Skurka. "We have known this company for a longtime and are excited by the prospects of integrating their intellectual property into our core offerings in the near-term."

Key Transaction Benefits

• Adds immediate scale to BCF's product offering through WonderFi's user base across its Bitbuy and Coinberry platforms.
• Accelerates growth of full service Web3 initiatives through improved consumer channels and larger development ecosystem.
• Provides material consumer and operational synergies across BCF's complete product suite and development initiatives.

WonderFi Technologies also confirmed in a release that neither WonderFi nor any of its operating subsidiaries including Bitbuy Technologies Inc. or Coinberry Limited  have any exposure to FTT token, FTX or Alameda research.

As disclosed in the notes in its financial statements, WonderFi made an investment of $617,850 in FTX Trading Limited in 2021. The amount invested is not considered to be material to the Company and represents less than 0.2% of total assets.

WonderFi's subsidiaries Bitbuy and Coinberry are regulated in Canada, and registered with the Ontario Securities Commission, along with the securities commissions in all other provinces and territories in Canada. In accordance with these registrations, Bitbuy and Coinberry hold substantively all customer assets with licensed, third-party custodians in a secure and insured environment. WonderFi, and Coinberry and Bitbuy as regulated entities, have not, and do not currently, lend, trade or invest client assets.

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ABOUT WONDERFI

WonderFi is a leading technology company with the mission of creating better, unified access to digital assets through centralized and decentralized platforms. WonderFi's executive team and Board of Directors have an established track record in finance and crypto. WonderFi's core team of engineers and technologists believe that everyone should have equal access to finance, and are aligned in the mission to empower people around the world to access finance in a simple, smart and secure way.

Transaction Details

Under the terms of the Acquisition, among other things, WonderFi acquired all of the 121,975,844 issued and outstanding common shares of BCF on the basis of 0.2155 common shares of WonderFi for each share of BCF held (the "Exchange Ratio").

Warrants and options of BCF will be adjusted or exchanged to become warrants and options, respectively, of WonderFi based on the Exchange Ratio. As of the date hereof, WonderFi has 193,875,490 issued and outstanding common shares, and it is anticipated approximately 26,285,794 common shares of WonderFi (subject to rounding for fractional entitlements) will be issued to shareholders of BCF as consideration (the "Consideration Shares"), representing approximately 13.55% of the issued and outstanding shares of WonderFi, which will be subject to a customary working capital adjustment.

An aggregate of 6,544,840 Consideration Shares (the "Holdback Shares") will be subject to holdback for the working capital adjustment and the Holdback Shares will be issued, if at all, once the closing working capital is determined between the parties. If the closing working capital is below the target closing working capital amount, WonderFi shall be entitled to reduce the consideration payable to shareholders of BCF by an amount equal to working capital shortfall multiplied by 1.5, which will be satisfied by WonderFi not issuing an equivalent number of Holdback Shares.

If the closing working capital is above the target closing working capital amount, all of the Holdback Shares shall be issued to shareholders of BCF and the aggregate consideration payable to shareholders of BCF shall be increased by an amount equal to excess working capital, subject to a maximum amount of $3 million, which will be satisfied by WonderFi issuing additional common shares to BCF shareholders.

An aggregate of 5,268,764 shares of WonderFi will be issuable to the principals of BCF (the "Principal Shares"), which Principal Shares will be subject to a contractual escrow arrangement pursuant to which the Principal Shares will be released from escrow arrangement pursuant to which the Principal Shares will be released from escrow 1/5th on closing and in subsequent tranches of 1/5th every 3 months thereafter.

Early Warning Disclosure

The following disclosure is provided pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an Early Warning Report by WonderFi regarding the Acquisition: Effective November 7, 2022, WonderFi, of 250-780 Beatty St. Vancouver, BC, Canada, V6B 2M1, acquired 121,975,844 common shares of BCF, having a head office located at 2300 Yonge Street, Suite 1600, Toronto, ON, M4P 1E4, representing 100% of the issued and outstanding shares of BCF, in consideration of the issuance to the former shareholders of BCF of an aggregate of up to 26,285,794 common shares of WonderFi (having a market value of $6,965,735 based on the closing price of the WonderFi common shares on the Toronto Stock Exchange on November 4, 2022), all pursuant to a statutory plan of arrangement under section 288 of the Business Corporations Act (British Columbia) and as more fully described under "Transaction Details" above.

WonderFi held no BCF shares prior to the Acquisition. The Acquisition was completed for investment purposes and as described under "Key Transaction Benefits". WonderFi may dispose of such securities in the future privately as circumstances or market conditions warrant. A copy of the Early Warning Report disclosing the transaction can be obtained on the Company's SEDAR profile at www.sedar.com or from WonderFi at 250-780 Beatty St. Vancouver, BC, Canada, V6B 2M1 or Adam Garetson at phone: 1-888-770-2646, email: adam.garetson@wonder.fi.