WNDR WonderFi Technologies Inc

Blockchain Foundry Inc. (“BCF” or the “Company”) (CSE:BCFN), a leading North American blockchain development firm, announced today that it has entered into a definitive agreement (the “Agreement”) with WonderFi Technologies Inc. (TSX: WNDR) (“WonderFi”) whereby WonderFi will acquire all of the issued and outstanding shares of BCF (the “Transaction”).

Dan Wasyluk, CEO of BCF commented, “We are thrilled to be joining the WonderFi team, which has deep expertise in Web3 and a complementary product mix to BCF’s current products and development initiatives. There are numerous operational and consumer synergies which we can capitalize on to enhance opportunities across a range of Web3 experiences”.

In January 2022, BCF launched LastKnown, a non-fungible token (“NFT”) minting platform and marketplace for unique NFT drops from artists and collections. BCF has deployed three collections through the platform to date from a range of award-winning artists. Also, in May 2022 BCF launched a beta version of Metacademy, a learn-to-earn educational platform focused on hands-on learning in an easy-to-use environment, teaching users how to set up a crypto wallet, how to mint, buy and sell NFTs, the differences between Web2 and Web3, and how to better understand the metaverse, amongst others.

“This acquisition further solidifies WonderFi as the Canadian leader in the digital asset space” commented Ben Samaroo, CEO of WonderFi. “BCF is on a great trajectory with a diverse set of intellectual property, brand partnerships, and a revenue generating track-record. The current economic conditions in the crypto market have made it attractive for WonderFi to be able to acquire companies like BCF which carry the potential to compliment our core operating crypto asset trading platforms Bitbuy and Coinberry, while also adding cash, liquid digital assets and a portfolio of private emerging crypto investments to WonderFi’s balance sheet”.

Key Transaction Benefits

• Adds immediate scale to BCF’s product offering through WonderFi’s user base across its Bitbuy and Coinberry platforms.
• Accelerates growth of full service Web3 initiatives through improved consumer channels and larger development ecosystem.
• Provides material consumer and operational synergies across BCF’s complete product suite and development initiatives.

Transaction Details

Pursuant to the terms of the Agreement, WonderFi will acquire all of the 121,975,844 issued and outstanding common shares of BCF on the basis of 0.2155 common shares of WonderFi for each share of BCF held (the “Exchange Ratio”). Warrants and options of BCF will be adjusted or exchanged to become warrants and options, respectively, of WonderFi based on the Exchange Ratio. As of the date hereof, WonderFi has 193,875,490 issued and outstanding common shares, and it is anticipated approximately 26,285,794 common shares of WonderFi will be issued to shareholders of BCF as consideration (the “Consideration Shares”), representing approximately 13.4% of the issued and outstanding shares of the Company, which will be subject to a customary working capital adjustment. It is anticipated that approximately 6,544,840 Consideration Shares (the “Holdback Shares”) will be subject to holdback for the working capital adjustment and the Holdback Shares will be issued, if at all, once the closing working capital is determined between the parties. If the closing working capital is below the target closing working capital amount, WonderFi shall be entitled to reduce the consideration payable to shareholders of BCF by an amount equal to working capital shortfall multiplied by 1.5, which will be satisfied by WonderFi not issuing an equivalent number of Holdback Shares. If the closing working capital is above the target closing working capital amount, all of the Holdback Shares shall be issued to shareholders of BCF and the aggregate consideration payable to shareholders of BCF shall be increased by an amount equal to excess working capital, subject to a maximum amount of $3 million, which will be satisfied by WonderFi issuing additional common shares to BCF shareholders. An aggregate of 5,260,039 shares of WonderFi will be issuable to the principals of BCF (the “Principal Shares”), which Principal Shares will be subject to a contractual escrow arrangement pursuant to which the Principal Shares will be released from escrow 1/5th on closing and in subsequent tranches of 1/5th every 3 months thereafter.

The Transaction was negotiated at arm’s length, will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The Transaction is subject to a number of conditions being satisfied or waived by one or both of WonderFi and BCF at or prior to closing of the Transaction, including approval of BCF shareholders, receipt of all necessary regulatory, stock exchange and court approvals, and the satisfaction of certain other closing conditions customary for a transaction of this nature.

The Agreement includes customary provisions, including non-solicitation, right-to-match and fiduciary out provisions, as well as certain representations, covenants and conditions that are customary for a transaction of this nature. A termination fee of $350,000 may be payable by BCF to WonderFi in the case of certain terminating events. Further information regarding the Transaction will be contained in management information circular to be prepared by BCF and mailed to its shareholders in connection with a special meeting of shareholders to consider and approve the Transaction and related matters. The special meeting of shareholders is expected to be held on or before October 31, 2022. All shareholders of BCF are urged to read the information circular once available, as it will contain important additional information concerning the Transaction.

Board Recommendations and Voting Support

The Transaction has been unanimously approved by the board of directors of both WonderFi and BCF. Directors and officers of BCF holding in aggregate 20.01% of its issued and outstanding common shares have entered into customary voting support agreements agreeing to vote in favour of the Transaction.

Sequeira Partners has provided a fairness opinion to the board of directors of BCF that, as of the date hereof, and based upon and subject to the assumptions, limitations and qualifications stated therein, the consideration to be paid by WonderFi to the shareholders of BCF under the Transaction is fair, from a financial point of view, to shareholders of BCF.

This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell any shares or a solicitation of a proxy. Some of BCF’s anticipated products and services may be subject to regulatory review. The Transaction is expected to close in the fourth quarter of 2022. A copy of the Agreement will be available on BCF’s SEDAR profile at www.sedar.com.

Additional Information

For additional information, please contact:

Blockchain Foundry Inc.

Dan Wasyluk

Chief Executive Officer

(647) 792-8782

dwasyluk@blockchainfoundry.com

WonderFi Technologies Inc.

Ben Samaroo, CEO

ben@wonder.fi

(778) 843-9637

About BCF

BCF develops and commercializes blockchain-based business and consumer solutions, with a focus on infrastructure for digital assets and NFTs. BCF also provides blockchain consulting services to corporate clients.

About WonderFi

WonderFi is a leading technology company with the mission of creating better, unified access to digital assets through centralized and decentralized platforms. 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 finance in a simple, smart and secure way. For more information, visit www.wonder.fi.

Forward-Looking Information

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 and applicable Canadian securities legislation. 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.

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: WonderFi’s and BCF’s ability to complete the proposed Transaction; BCF’s ability to secure the necessary securityholder approval of the proposed Transaction; WonderFi’s and BCF’s ability to secure the necessary legal and regulatory approvals, required to complete the Transaction; WonderFi’s ability to achieve the synergies expected as a result of the Transaction; BCF’s ability to meet the working capital target and the adjustment to the consideration payable to BCF shareholders pursuant to the proposed Transaction; material adverse 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. All values stated in this release are in Canadian dollars.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or sold in the “United States”, as such term is defined in Regulation S promulgated 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 requirements is available.