Toronto, Ontario--(Newsfile Corp. - July 8, 2025) - WonderFi Technologies Inc. (TSX: WNDR) (OTCQB: WONDF) (WKN: A3C166) ("WonderFi" or the "Company"), is pleased to announce that leading independent proxy advisory firm Glass, Lewis & Co. ("Glass Lewis") has recommended that holders of common shares ("Shares") and brokers warrants ("Brokers Warrants") of the Company (collectively, the "Securityholders") vote "FOR" the special resolution approving the previously announced statutory plan of arrangement involving WonderFi and Wrangler Holdings Inc. (the "Purchaser"), an indirect, wholly-owned subsidiary of Robinhood Markets, Inc. (NASDAQ: HOOD) ("Robinhood").
Glass Lewis is the second leading independent proxy advisory firm to recommend Securityholders vote "FOR" the arrangement, following the previously announced recommendation from Institutional Shareholder Services.
The arrangement, made pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Arrangement"), is between WonderFi and the Purchaser. Under the Arrangement, the Purchaser will acquire all of the issued and outstanding Shares for C$0.36 per Share, and holders of Brokers Warrants will receive a cash amount per Brokers Warrant equal to the Black-Scholes value of each Brokers Warrant as of the business day prior to closing of the Arrangement.
WonderFi Board and Special Committee Recommendations
The board of directors of WonderFi (the "Board") (with two interested directors abstaining), based, in part, on the unanimous recommendation of a special committee of the Board and the fairness opinions received from Origin Merchant Partners and Canaccord Genuity Corp., unanimously recommends that the Securityholders vote "FOR" the Arrangement.
Full details of the proposed Arrangement, including voting instructions, are set out in the management information circular of the Company dated June 13, 2025 (the "Circular") and related proxy materials in respect of the upcoming special meeting of Securityholders (the "Meeting"), which are filed under WonderFi's issuer profile on SEDAR+ (www.sedarplus.ca) as well as on WonderFi's website at www.wonder.fi/investors#robinhood-transaction-documents.
YOUR VOTE IS IMPORTANT - PLEASE VOTE TODAY
Securityholders are encouraged to read the Circular and vote well in advance of the proxy voting deadline of 10:00 a.m. (Toronto time) on Tuesday, July 15, 2025.
Meeting Details
The Meeting will be held in a virtual-only meeting format on Thursday, July 17, 2025, at 10:00 a.m. (Toronto time) via audio webcast at http://meetnow.global/M9UKYUU.
Shareholder Questions & Voting Assistance
Securityholders who have questions about voting their Shares and Brokers Warrants, or require assistance, may contact Morrow Sodali (Canada) Ltd., WonderFi's proxy solicitation agent and Securityholder communications advisor, as follows:
Morrow Sodali (Canada) Ltd.
Toll Free: 1.888.777.0836 (for Securityholders in North America)
International: 1.289.695.3075 (for Securityholders outside North America)
By Email: assistance@investor.sodali.com
About WonderFi
WonderFi is a leader in centralized and decentralized financial services and products.
With over $1.7 billion in client assets under custody, WonderFi's regulated trading platforms are well-positioned to service crypto participants on a global scale with trading, payments and decentralized products, including purpose-built blockchains and non-custodial wallet applications.
Designed to provide investors with diversified investment exposure across the global digital asset ecosystem, the Company has a proven track record of launching new products and obtaining registrations. It is also the owner of market-leading brands, including Bitbuy, Coinsquare, SmartPay, and Bitcoin.ca.
As the world continues to move on-chain, WonderFi is strategically placed to capture both market and wallet share through ongoing innovation within the digital asset space.
For more information, visit www.wonder.fi.
Additional Information
For additional information, please contact:
Media / Investor Relations
Charlie Aikenhead
WonderFi
Invest@wonder.fi
Forward-Looking Information and Statements
This press release contains certain "forward-looking information" and "forward-looking statements" (collectively, "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. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.
Specifically, the anticipated timing of the Meeting and other statements that are not statements of historical facts are considered forward-looking information. The forward-looking information is based on management's opinions, estimates and assumptions, including, but not limited to: assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and Securityholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Arrangement, and other expectations and assumptions concerning the Arrangement. The anticipated dates indicated may change for a number of reasons, including the necessity to extend the time limits for obtaining the required regulatory, court and Securityholder approvals, and the necessity to extend the time limits for satisfying the other conditions for the completion of the proposed Arrangement. While these opinions, estimates and assumptions are considered by the Company to be appropriate and reasonable in the circumstances as of the date of this press release, they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information.
If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. These risks are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. The impact of any one assumption, risk, uncertainty, or other factor on a particular forward-looking statement cannot be determined with certainty because they are interdependent and the Company's future decisions and actions will depend on management's assessment of all information at the relevant time. A more fulsome description of risk factors that may impact business, financial condition and results of operation with respect to WonderFi is set out in its management's discussion and analysis and financial statements for the period ended March 31, 2025, available on its issuer profile on SEDAR+ at www.sedarplus.ca.
There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents the Company's expectations as of the date specified herein, and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information or to publicly announce the results of any revisions to any of those statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.