WonderFi Enters into Cooperation Agreement with KAOS Capital

May 1, 2024

Toronto, Ontario--(Newsfile Corp. - May 1, 2024) - WonderFi Technologies Inc. (TSX: WNDR) (OTCQB: WONDF) (the "Company" or "WonderFi"), Canada's leading operator of regulated crypto trading platforms and other digital asset businesses, today announced that it has entered into a cooperation agreement (the "Agreement") with Adam Arviv and KAOS Capital Ltd. ("KAOS").

The Company will nominate nine directors mutually agreed upon by WonderFi and KAOS to stand for election at the Company's 2024 annual meeting previously scheduled for May 21, 2024, which will now be held on May 24, 2024 (the "Annual Meeting").

The Company's director nominees are:

  • Dean Skurka
  • Bobby Halpern
  • Noel Biderman
  • Jaime Leverton
  • Justin Hartzman
  • Wendy Rudd
  • Rob Godfrey: KAOS Nominee
  • Igor Gimelshtein: KAOS Nominee
  • Kristin McAlister: Mogo Inc. Director Nominee

"We are pleased to have reached this agreement with KAOS that will ultimately help to drive value for all shareholders," said WonderFi President & CEO, Dean Skurka. "Our nine highly qualified nominees bring an optimal blend of expertise and shareholder perspectives, along with experience in regulated markets and as business builders, that will support WonderFi's long-term growth and value creation. WonderFi is positioned as a market leader in Canada for crypto and digital assets, demonstrated by the successful transformational merger last year and record financial and operational results."

"WonderFi is well positioned to capitalize on its strong financial performance and future opportunities for growth and profitability. We are pleased we were able to reach an agreement with the Company and are supportive of the refreshment of the Board. The selection of the director nominees reflects WonderFi and KAOS' shared vision to drive long-term value for all WonderFi shareholders," commented Adam Arviv, CEO of KAOS.

In connection with the agreement with KAOS, it was essential for the WonderFi Board to secure an understanding with Mogo Inc. ("Mogo") ensuring a strategy that aligns with the long-term interests of the Company and all WonderFi shareholders.

Mogo will maintain its current representation on WonderFi's Board of just one seat, despite seeking additional representation via the dissident slate.

Mogo and WonderFi have entered into a more robust mutual standstill and all IRA holders including Mogo, have consented to a multi-year voting support agreement with modified nomination rights to demonstrate long term stability. The expiration of Mogo's nomination rights is now consistent with all other IRA holders.

Mogo also has agreed to a managed divestiture program pursuant to which it will sell 20 million of its approximately 87 million WonderFi shares.

All of these elements will foster a stable environment for WonderFi to continue to create value for all of its shareholders.

As part of the Agreement, KAOS has agreed to standstill, voting, non-disparagement, and other customary conditions.

The Company intends to file its Management Information Circular (the "Circular") with the Canadian Securities Administrators on SEDAR+ under the Company's profile at www.sedarplus.ca and will be mailing copies of the Circular and applicable related Annual Meeting materials (collectively, the "Meeting Materials") to Shareholders of record as of March 25, 2024. The Circular will provide important information on the business of the Annual Meeting, including WonderFi's Board, as well as related matters such as voting procedures and how to attend the Annual Meeting. Shareholders are urged to read the Circular carefully and in its entirety. The Circular will also be available on WonderFi's website at https://www.wonder.fi/investors.

Cassels Brock & Blackwell, LLP is the Company's legal advisor, Goodmans LLP is acting as the Special Committee's independent legal advisor. WonderFi has retained Morrow Sodali (Canada) Ltd. as its shareholder services advisor, and Gagnier Communications LLC as its strategic communications advisor.

Bennett Jones LLP acted as KAOS' legal advisor, Canaccord Genuity Corp. as its financial advisor and Kingsdale Advisors as its strategic shareholder and communications advisor.

About WonderFi
WonderFi owns and operates Bitbuy and Coinsquare, two leading domestic crypto platforms with strongholds in the Canadian market; WonderFi operates Internationally through its expansion in Australia, as well as through Smartpay, its global crypto payments platform.

With a collective user base of over 1.7 million registered Canadians and a combined assets under custody exceeding $1.5 billion, WonderFi serves one of the largest crypto investor communities in Canada.

For more information, visit www.wonder.fi.

Additional Information
For additional information, please contact:

Investor Relations
Charlie Aikenhead

Riyaz Lalani & Dan Gagnier
Gagnier Communications
(416) 305-1459

Forward-Looking Information and Statements

This press release contains certain "forward-looking information" and "forward-looking statements" 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 beliefs of WonderFi Technologies Inc. ("WonderFi" or the "Company") 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", "planned", "estimated", "soon", "potential", "anticipate" 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 potential impact of the announcement or consummation of the transaction on relationships, including with regulatory bodies, employees, suppliers, customers, competitors and other key stakeholders; and material adverse changes in general economic, business and political conditions, including changes in the financial markets and compliance with extensive government regulation. 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. 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. 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 December 31, 2023, available on its SEDAR+ profile at https://www.sedarplus.ca.

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 financial amounts referenced herein are in Canadian dollars unless otherwise expressly identified.

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