WonderFi Announces $35 Million Bought Deal Public Offering

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./

VANCOUVER, BC, Jan. 12, 2022 /CNW/ - WonderFi Technologies Inc. (NEO: WNDR) (OTC PINK: WONDF) (WKN: A3C166) (FTX:WNDR) (the "Company" or "WonderFi") is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp., as lead underwriter and sole bookrunner and on behalf of a syndicate of underwriters (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis by way of a short form prospectus, an aggregate of 14,584,000 units (the "Units") at a price of $2.40 per Unit (the "Offering Price") for aggregate gross proceeds to the Company of approximately $35 million (the "Offering").

Each Unit shall consist of one common share (each a "Common Share") and one-half of one common share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant shall be exercisable to acquire one Common Share for a period of 24 months from closing of the Offering (the "Closing Date") at an exercise price of C$3.10 per share.

The Company has granted the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 2,187,600 Units at a price of C$2.40 per Unit, exercisable at any time, for a period of 30 days after and including the Closing Date, which, if exercised in full, would result in additional gross proceeds of approximately $5.3 million. The Over-Allotment Option is exercisable to acquire Units, Common Shares and/or Warrants (or any combination thereof) at the discretion of the Underwriters.

The Units will be offered by way of a short form prospectus to be filed in all provinces and territories of Canada except Québec. The Offering is expected to close on or before February 8, 2022 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the NEO Exchange ("NEO") and the applicable securities regulatory authorities.

The Company will use best efforts to obtain the necessary approvals to list the Common Shares, Warrants, and the Common Shares issuable upon exercise of the Warrants on the NEO.

In a separate transaction that is expected to close concurrently with the Offering, certain officers and directors of the Company (collectively the "Selling Shareholders") will be selling to the Underwriters an aggregate of 500,000 common shares of the Company, on a block trade, prospectus-exempt basis, at the Offering Price for total gross proceeds to the Selling Shareholders of approximately $1.2 million (the "Concurrent Block Trade"). The Concurrent Block Trade will not be upsized. The completion of the Concurrent Block Trade is conditional upon the completion of the Offering.

The Company intends to use the net proceeds of the Offering to partially fund the purchase of the Company's previously announced acquisition of First Ledger Corp., fund growth initiatives and for general corporate purposes.

In connection with the Offering, the Underwriters will receive a cash commission equal to 6.5% of the gross proceeds raised pursuant to the Offering (including on exercise of the Over-Allotment Option, but subject to reduction to 3.25% on sales of up to $5,000,000 to investors on a president's list, and 2% on any order greater than $10,000,000). The Underwriters shall also receive that number of broker warrants equal to 6.5% of the number of Units sold pursuant to the Offering (including on exercise of the Over-Allotment Option, but subject to reduction to 3.25% on sales of up to $5,000,000 of Units to investors on a president's list, and 2% on any order greater than $10,000,000). Each broker warrant shall entitle the holder to acquire one common share in the capital of the Company at a price $3.10 for a period of 24 months following the completion of the Offering.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Additional Information
For additional information, please contact:

WonderFi Technologies Inc.
Ben Samaroo, CEO
[email protected]
[phone]

ABOUT WONDERFI

WonderFi is a leading technology company with the mission of creating better access to DeFi through the core principles of simplicity and education. WonderFi has a multi-pronged business strategy which includes a high-growth consumer finance app which will serve as a trusted gateway to the new financial system, and a digital asset portfolio which consists of leading crypto and DeFi assets. WonderFi's executive team and Board of Directors have an established track record in finance and crypto, with previous experience at Amazon, Shopify, PayPal, Galaxy Digital and Hut 8. 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 DeFi in a simple, smart and secure way.

For more information, visit www.wonder.fi.

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. 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. In this news release, forward looking-statements relate to, among other things, statements relating to the timing for the completion of the Offering and Concurrent Block Trade, the expected use of proceeds from the Offering, and the ability of the Company list the Warrants. 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: the ability of the Company to work effectively with strategic investors; and 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.

Neither NEO Exchange nor its Regulation Services Provider (as that term is defined in policies of the NEO Exchange) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE WonderFi Technologies Inc.

Investor Relations Contact: [email protected]; Media Contact: [email protected]