WonderFi Closes $45 Million “Bought Deal” Public Offering

Vancouver, British Columbia–(Newsfile Corp. – February 4, 2022) – WonderFi Technologies Inc. (NEO: WNDR) (OTC Pink: WONDF) (WKN: A3C166) (FTX: WNDR) (the “Company” or “WonderFi“), a leading technology company with the mission of creating better access to digital assets through compliant centralized and decentralized platforms, is pleased to announce that it has closed its “bought deal” public offering of units of the Company (“Units“) for aggregate gross proceeds of $45 million (the “Offering“). The Offering was conducted by a syndicate of underwriters led by Canaccord Genuity Corp. and including Cormark Securities Inc., Haywood Securities Inc. and PI Financial Corp. (collectively, the “Underwriters“), and consisted of the sale of 18,750,000 Units at a price of $2.40 per Unit (the “Offering Price“).

Each Unit consisted of one common share in the capital of the Company (each a “Common Share“) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant entitles the holder to acquire one Common Share at a price of $3.10 until February 4, 2024. The Company has received conditional approval from the NEO Exchange (“NEO“) to list the Warrants issued pursuant to the Offering, and the Warrants are expected to be listed and posted for trading on the NEO under the ticker symbol “WNDR.WT” effective on or about February 10, 2022. Listing is subject to final acceptance by the NEO.

The Units were offered by way of a short form prospectus of the Company in all provinces and territories of Canada, other than Québec. The Company also obtained shareholder approval in connection with the Offering in accordance with the requirements of the NEO.

The Company intends to use the net proceeds of the Offering to partially fund the purchase price of the Company’s previously announced acquisition of First Ledger Corp., the parent company of Bitbuy Technologies Inc., to fund growth initiatives and for general corporate purposes.

In connection with the Offering, the Underwriters received a cash commission equal to 6.5% of the gross proceeds from the sale of Units (other than in respect of Units sold to certain president’s list purchasers, in which case the commission was reduced to 3.25%) and non-transferable broker warrants (“Broker Warrants“) to purchase that number of Common Shares that is equal to 6.5% of the number of Units sold pursuant to the Offering (other than in respect of Units sold to certain president’s list purchasers, in which case the number was reduced to 3.25%). Each Broker warrant entitles the holder to acquire one Common Share at a price $3.10 until February 4, 2024.

The Company also announces that it will issue 500,000 Common Shares to each of LDL Corp. and O’Leary Productions Ltd. (collectively, the “Advisors“) for strategic growth, merger and acquisition and capital market advisory services provided to the Company by the Advisors through the period ending January 31, 2022.

In a separate transaction that was completed concurrently with the closing of the Offering, certain officers and directors of the Company (collectively, the “Selling Shareholders“) sold to the Underwriters for resale an aggregate of 500,000 Common Shares, on a block trade, prospectus-exempt basis, at the Offering Price for total gross proceeds to the Selling Shareholders of $1.2 million.

The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. Persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

Additional Information
For additional information, please contact:

WonderFi Technologies Inc.
Ben Samaroo, CEO
ben@wonder.fi
(778) 843-9637

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Investor Relations Contact: invest@wonder.fi
Media Contact: press@wonder.fi

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 expected use of proceeds from the Offering and the contemplated timing for the commencement of trading of the Warrants on the NEO. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “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.

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.

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