Today's News

Vancouver, BC, January 30, 2023--(T-Net)--WonderFi Technologies Inc. (TSX: WNDR) announced that it has entered into an agreement with PI Financial Corp., as lead agent on behalf of a syndicate of agents in connection with a best efforts private placement of units of the Company at a price of $0.22 per Unit for gross proceeds of up to $5,016,000, with the Units to be issued pursuant to the Listed Issuer Financing Exemption (as defined below).

The Company intends to use the net proceeds of the Offering to support working capital requirements for planned operating initiatives at its main operating subsidiary Bitbuy, and for general corporate and working capital purposes.

Bitbuy Technologies announced last week that it has partnered with Cumberland DRW LLC to further enhance liquidity on Bitbuy's registered crypto asset marketplace.

Cumberland is a specialized crypto asset trading subsidiary within the DRW Trading Group, a diversified principal liquidity provider with more than 30 years of experience in traditional and cutting-edge financial markets around the world.

The new financing is expected to close today (on or about January 30, 2023) and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX.

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.

Additional Details on the Financing

Each Unit will consist of one common share in the capital of the Company and one Common Share purchase warrant. Each Warrant will entitle the holder to purchase one Common Share at an exercise price of $0.30 for a period of 24 months following the completion of the Offering, provided, however, that if the daily volume weighted average trading price of Common Shares on the Toronto Stock Exchange ("TSX") for any 10 consecutive trading days equals or exceeds $0.47, the Company may, upon providing written notice to the holders of the Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such notice.

?The Offering will be conducted pursuant to the terms of an agency agreement to be entered into between the Company and the Agents on or prior to the closing date of the Offering. The Company has agreed to pay to the Agents a cash commission equal to 6.0% of the gross proceeds of the Offering, and to issue to the Agents such number compensation options ("Compensation Options") equal to 6.0% of the number of Units sold pursuant to the Offering, with each Compensation Option exercisable into one Common Share at the Issue Price for a period of 24 months following the completion of the Offering.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Units will be offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the Units issued pursuant to the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an offering document related to the Offering that can be accessed under the Company's issuer profile on SEDAR at www.sedar.com and on the Company's website at www.wonder.fi. Prospective investors should read the offering document before making an investment decision.

The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, "U.S. Persons" (as such term is defined in Regulation S under the U.S. Securities Act) absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.