Coinsquare and CoinSmart Obtain Final Orders Approving Arrangements with WonderFi

This news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated December 23, 2022 to its short form base shelf prospectus dated September 7, 2022.

Toronto, Ontario–(Newsfile Corp. – June 27, 2023) –  WonderFi Technologies Inc. (TSX: WNDR) (OTCQB: WONDF) (WKN: A3C166) (the “Company” or “WonderFi“) is pleased to announce that Coinsquare Ltd. (“Coinsquare“) and CoinSmart Financial Inc. (NEO: SMRT) (FSE: IR) (“CoinSmart“) have obtained final orders of the Supreme Court of British Columbia approving the previously announced plans of arrangement under the Canada Business Corporations Act and Business Corporations Act (British Columbia) (the “Arrangements“), pursuant to which WonderFi will acquire all of the issued and outstanding common shares (the “Shares“) of Coinsquare and CoinSmart. Pursuant to the Arrangements, each shareholder of Coinsquare and CoinSmart will receive, for each Share held, consideration as more particularly set out in the Company’s joint management information circular in connection with the shareholders meeting held on June 20, 2023, which can be found on the Company’s SEDAR profile at www.sedar.com.

Closing of the Arrangements remain subject to certain customary closing conditions.

Additional Information

For additional information, please contact:

WonderFi President and Interim CEO
Dean Skurka
dean.skurka@wonder.fi

WonderFi Media / Investor Relations
Binu Koshy, Communications Director
binu@wonder.fi

ABOUT WONDERFI

WonderFi is a leading technology company with the mission of creating better, unified access to digital assets through its two Canadian owned and operated, fully registered crypto-trading platforms Bitbuy and Coinberry. Bitbuy is Canada’s first registered digital asset marketplace, boasting over 450,000 registered users, and serving both beginner and advanced traders, institutions, and corporate clients. Coinberry, with a user base of over 200,000, is designed for crypto novices and retail traders. Going forward, WonderFi is dedicated to providing its users with access to new regulated verticals designed to generate modern wealth. To learn more about WonderFi, please visit www.wonder.fi

Forward-Looking Information and Statements

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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. Forward-looking information contained herein includes but is not limited to: the consummation and timing of the Arrangements; the satisfaction of the conditions precedent to the Arrangements; timing, receipt and anticipated effects of court approvals for Coinsquare and CoinSmart and other regulatory approvals.

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 to satisfy the conditions to complete the Arrangements and to integrate the parties to the Arrangements in a manner that realizes the anticipated benefits of the Arrangements, the ability of the Company to work effectively with its partners and changes in general economic, business and political conditions. 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. While crypto asset trading platforms that operate in Canada are required to comply with Canadian securities law requirements, registration cannot eliminate all risks associated with crypto asset trading. Investors may wish to seek advice from a registered investment advisor about investing. A more fulsome description of risk factors that may impact our business, financial condition and results of operation is set out in the Company’s press release dated April 3, 2023 in respect of the Arrangements, our management’s discussion and analysis and financial statements for the for the period ended March 31, 2023, our annual information form, as well as our joint management information circular dated May 12, 2023, available on SEDAR.

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.

The Toronto Stock Exchange has not approved or disapproved of the information contained in this release.

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