WonderFi Completes Acquisition of Canadian Business Journal’s Blockchain Foundry

TORONTO, November 7, 2022 (GLOBE NEWSWIRE) — Blockchain Foundry Inc.BCF” or “Company) (CSE:BCFN) is a leading North American blockchain developer, the company previously announced, Business corporation law WonderFi Technologies Inc. (TSX:WNDR) (“wonder phi”) acquired all of the outstanding shares of common stock of the Company (“acquisition”).

Main benefits of trading

• Adds immediate scale to BCF’s product offering through WonderFi’s user base across the Bitbuy and Coinberry platforms.
• Accelerate the growth of the full-service Web3 initiative through improved consumer channels and a large development ecosystem.
• Delivering significant consumer and operational synergies across BCF’s full suite of products and development initiatives.

transaction details

Under the terms of the acquisition, WonderFi acquired all 121,975,844 shares of BCF’s outstanding common stock on a basis of 0.2155 shares of WonderFi common stock for each share of BCF stock held.exchange ratio”). BCF stock acquisition rights and options will be adjusted or exchanged to become WonderFi stock acquisition rights and options, respectively, based on the exchange ratio. As of the date hereof, WonderFi has 193,875,490 shares of common stock outstanding and approximately 26,285,794 shares of WonderFi common stock (subject to rounding of fractional rights) will be issued to BCF stockholders as consideration. expected (“Consideration stock”), representing approximately 13.55% of WonderFi’s outstanding and outstanding shares, subject to normal working capital adjustments. Total 6,544,840 shares of consideration (“holdback share) Subject to holdback for working capital adjustment, holdback shares will be provisionally issued once the final working capital has been determined between the parties. If the termination working capital falls below the target termination working capital amount, WonderFi has the right to reduce the consideration due to BCF’s shareholders by the working capital deficit multiplied by his 1.5. of holdback stocks. If the closing working capital exceeds the target closing working capital amount, all of the holdback shares will be issued to BCF stockholders and the total consideration due to BCF stockholders will be increased by an amount equal to the excess working capital. will do. The maximum amount to be met by WonderFi issuing additional common stock to BCF shareholders is $3 million. A total of 5,268,764 shares of WonderFi will be issued to principals of his BCF (“Main stock”), which major shares are subject to a contractual escrow arrangement whereby the major shares are released from escrow 1/5^th At closing and in 1/5 tranches thereafter^th Every 3 months thereafter.

Early warning disclosure

The following disclosure is provided pursuant to National Instrument 62-103 – Early Warning Systems and Associated Takeover 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 owns 250-780 Beatty St. Vancouver, BC, Canada, V6B 2M1 and acquires 121,975,844 common shares of BCF. Did. The office at 2300 Yonge Street, Suite 1600, Toronto, ON, M4P 1E4 represents ​​100% of BCF’s issued and outstanding shares, issuing a total of 26,285,794 shares of common stock to former shareholders of BCF. Considering WonderFi (market value of $6,965,735 based on the closing price of WonderFi common stock on the Toronto Stock Exchange on November 4, 2022), all are subject to statutory statutory plans. Business corporation law (British Columbia), and as detailed in the Transaction Details section above. WonderFi did not hold any stake in his BCF prior to the acquisition. The acquisition was completed for investment purposes and is described in “Key Advantages of the Transaction.” WonderFi may dispose of such securities privately in the future, as circumstances and market conditions permit. A copy of the Early Warning Report disclosing the transaction is available in the company’s SEDAR profile at www.sedar.com or by calling 250-780 Beatty St. Vancouver, BC, Canada, V6B 2M1 or Adam Garetson’s WonderFi: 1- 888-770-2646, Email: [email protected]

Additional Information

For more information, please contact:

WonderFi President and Interim CEO
Dean Skulka
[email protected]

Media/Investor Relations
Binu Koshy, Communications Director, WonderFi
[email protected]

About Wonderfee

WonderFi is a leading technology company with a mission to create better unified access to digital assets through centralized and decentralized platforms. WonderFi’s management and board of directors have an established track record in finance and cryptocurrencies. WonderFi’s core team of engineers and technologists believes that everyone should have equal access to finance and is dedicated to helping people around the world access finance in a simple, smart and secure way. Consistent with the mission. For more information, please visit www.wonder.fi.

About Blockchain Foundry Inc.

Blockchain Foundry develops and commercializes blockchain-based business and consumer solutions with a focus on digital assets and NFT infrastructure. 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 laws and “forward-looking information” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act. It may also contain statements that may constitute “descriptions about Complies with the Canadian Securities Act 1995 and applicable Canadian securities laws. Such forward-looking information and forward-looking statements do not represent historical facts, information or current circumstances, but only our beliefs regarding future events, plans or objectives, many of which are is inherently uncertain and out of scope by its nature. under our control; Generally, such forward-looking information or forward-looking statements do not include statements such as “may”, “intend”, “expect”, “believe”, “will”, “forecast”, ” Identified by the use of forward-looking terms such as “estimated”. ”, or variations of such words.

By identifying such information and statements as such, we acknowledge that such information and statements pose known and unknown risks, uncertainties and our actual results, levels of activity, performance or achievements. Readers are warned that they are subject to possible other factors. be materially different from what is expressed or implied by such information or statements; In addition, we make certain assumptions in connection with the forward-looking information and forward-looking statements contained in this press release. Some of the key factors that could cause actual results to differ materially from those projected by the forward-looking information and statements include: WonderFi’s ability to achieve expected synergies as a result of the acquisition; BCF’s ability to meet its working capital targets and adjustments to the consideration paid to BCF’s shareholders based on the acquisition. Significant adverse changes in general economic, business and political conditions, including changes in financial markets, changes in applicable laws and compliance with extensive government regulations. If one or more of these risks, uncertainties or other factors materialize, or if the assumptions underlying any forward-looking information or statement prove incorrect, the actual results herein will not be correct. may differ significantly from those described in

Although we believe that the assumptions and factors used in preparing the forward-looking information and statements, and the expectations contained therein, are reasonable, we do not place undue reliance on such information and statements. not. Such forward-looking information and statements are certified to be accurate as actual results or future events could differ materially from those anticipated by 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 we We do not undertake to update our forward-looking statements. except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements made by us or anyone acting on our behalf are expressly qualified in their entirety by this notice. All values ​​in this release are in Canadian dollars.

The Canadian Stock Exchange has not endorsed 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 securities mentioned herein in the United States. The securities described in this document have not been registered under the United States Securities Act of 1933 (the “United States Securities Act”) or any state securities laws and may not be offered or sold in the United States. As defined in Regulation S promulgated under the U.S. Securities Act.

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