WonderFi Upsizes Previously Announced Bought Deal Private Placement

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, Oct. 20, 2021 /CNW/ - WonderFi Technologies Inc. (NEO: WNDR) (OTC: WONDF) (WKN: A3C166) ("WonderFi" or the "Company") is pleased to announce that it has agreed to increase the size of its previously announced bought deal private placement led by Canaccord Genuity Corp. (the "Lead Underwriter"). The Lead Underwriter has agreed, on behalf of a syndicate of underwriters (collectively, the "Underwriters"), to purchase on a bought deal private placement basis an aggregate of 13,520,001 units of the Company (the "Units") at a price of C$1.95 per Unit (the "Issue Price") for aggregate gross proceeds to the Company of C$26,364,001.95 (the "Offering"). In addition, the Company has granted the Underwriters an option (the "Over-Allotment Option"), to purchase up to an additional 2,565,000 Units at a price of C$1.95 per Unit, for a period of 7 days after and including the Closing Date (as herein defined).

Each Unit shall consist of one common share of the Company (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 at an exercise price of C$2.55 for a period of 36 months from the Closing Date, subject to a Warrant acceleration right exercisable by the Company if at any time following the date that is four months and one day following the Closing Date, the daily volume weighted average trading price of the Common Shares on the NEO Exchange (the "Exchange") is greater than C$4.00 per Common Share for the preceding 5 consecutive trading days, the Company shall have the right to accelerate the expiry date of the Warrants to a date that is at least 30 days following the date of a written notice to the holders thereof.

The closing of the Offering is expected to occur on or about October 26, 2021 (the "Closing Date") and is subject to the completion of formal documentation and receipt of all shareholder and regulatory approvals, including the approval of the Exchange. The Offering requires shareholder approval pursuant to the policies of the Exchange. The Company plans to obtain a written resolution signed by the holders of at least 50% of the issued and outstanding shares entitled to vote thereon pursuant to the exemption in Section 10.09(2) of the NEO Exchange Listing Manual.

The Units will be offered for sale on a private placement basis in certain provinces of Canada pursuant to applicable exemptions from the prospectus requirements of Canadian securities laws. The Units may also be sold in such jurisdictions outside of Canada as may be agreed upon by the Underwriters and the Company, in each case in accordance with applicable laws. The Units issued will be subject to a customary four-month hold period under Canadian securities laws.

The Company has agreed to pay the Underwriters: (i) a cash commission (the "Cash Commission") equal to 7.0% of the aggregate gross proceeds of the Offering payable in cash and (ii) warrants (the "Broker Warrants") exercisable at any time prior to the date that is 36 months from the closing of the Offering to acquire that number of Units which is equal to 7.0% of the aggregate number of Units issued pursuant to the Offering, at an exercise price equal to the Issue Price. The amount of Cash Commission and the number of Broker Warrants will be reduced to 3.5% on any subscriptions arranged directly by the Company, up to $2,000,000.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S 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 is available.

ABOUT WONDERFI

WonderFi is a leading technology company with the mission of creating better access to decentralized finance ("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, Hut 8 and BIGG Digital. 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 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. 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. The forward-looking information and forward-looking statements contained herein may include, but are not limited to, information concerning: the involvement of strategic investors with the Company; and expectations for other economic, business, and/or competitive factors, the closing date and terms of the Offering.

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 complete the Offering on the terms and timing described herein or at all; 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.

SOURCE WonderFi Technologies Inc.

WonderFi Technologies Inc., Ben Samaroo, Chief Executive Officer, [email protected], [phone]; Investor Relations Contact: [email protected]; Media Contact: [email protected]