WNDR WonderFi Technologies Inc

Blockchain Foundry Inc. (“BCF” or the “Company”) (CSE:BCFN), a leading North American blockchain development firm, is pleased to announce that the Company has closed its previously announced plan of arrangement under the Business Corporations Act (British Columbia), pursuant to which WonderFi Technologies Inc. (TSX:WNDR) (“WonderFi”) acquired all of the issued and outstanding common shares of the Company (the “Acquisition”).

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.

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 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.

Additional Information

For additional information, please contact:

President and Interim CEO, WonderFiDean Skurkadean.skurka@wonder.fi

Media / Investor RelationsBinu Koshy, Communications Director, WonderFibinu@wonder.fi

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. For more information, visit www.wonder.fi.

About Blockchain Foundry Inc.

Blockchain Foundry develops and commercializes blockchain-based business and consumer solutions, with a focus on infrastructure for digital assets and NFTs. BCF also provides blockchain consulting services to corporate clients.

Forward-Looking Information and Statements         

This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated”, or variations of such words.

By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: WonderFi’s ability to achieve the synergies expected as a result of the Acquisition; BCF’s ability to meet the working capital target and the adjustment to the consideration payable to BCF shareholders pursuant to the Acquisition; material adverse changes in general economic, business and political conditions, including changes in the financial markets, changes in applicable laws, and compliance with extensive government regulation. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein.

Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice. All values stated in this release are in Canadian dollars.

The Canadian Securities Exchange has not approved or disapproved of the information contained in this release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or sold in the “United States”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.