WonderFi Upsizes Previously Announced Bought Deal Private Placement

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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 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.

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