WonderFi Increases Previously Announced Bought Deal Public Offering to $45 Million

/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./

WonderFi Technologies Inc.(NEO: WNDR) (OTCMKTS: WONDF) is pleased to announce that it has agreed to increase the size of its previously announced bought deal public offering led by Canaccord Genuity Corp., as lead underwriter and sole bookrunner and on behalf of a syndicate of underwriters (collectively, the “Underwriters“). Pursuant to the upsized offering, the underwriters have agreed to purchase, on a bought deal basis by way of a short form prospectus, an aggregate of 18,750,000 units (the “Units“) at a price of $2.40 per Unit (the “Offering Price“) for aggregate gross proceeds to the Company of approximately $45 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 2,812,500 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 $6.8 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.

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