WonderFi Completes Acquisition of Blockchain Foundry TORONTO, Nov. 07, 2022 (GLOBE NEWSWIRE) -- Blockchain Foundry Inc. (“BCF” or the “Company”) (CSE:BCFN), a leading North American blockchain development firm, is pleased to announce that the Company has closed its previously announced plan of arrangement under the Business Corporations Act (British Columbia), pursuant to which WonderFi Technologies Inc. (TSX:WNDR) (“WonderFi”) acquired all of the issued and outstanding common shares of the Company (the “Acquisition”).
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
Under the terms of the Acquisition, among other things, WonderFi acquired 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 (subject to rounding for fractional entitlements) will be issued to shareholders of BCF as consideration (the “Consideration Shares”), representing approximately 13.55% of the issued and outstanding shares of WonderFi, which will be subject to a customary working capital adjustment. An aggregate of 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 5,268,764 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.
Early Warning Disclosure
The following disclosure is provided pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an Early Warning Report by WonderFi regarding the Acquisition: Effective November 7, 2022, WonderFi, of 250-780 Beatty St. Vancouver, BC, Canada, V6B 2M1, acquired 121,975,844 common shares of BCF, having a head office located at 2300 Yonge Street, Suite 1600, Toronto, ON, M4P 1E4, representing 100% of the issued and outstanding shares of BCF, in consideration of the issuance to the former shareholders of BCF of an aggregate of up to 26,285,794 common shares of WonderFi (having a market value of $6,965,735 based on the closing price of the WonderFi common shares on the Toronto Stock Exchange on November 4, 2022), all pursuant to a statutory plan of arrangement under section 288 of the Business Corporations Act (British Columbia) and as more fully described under “Transaction Details” above. WonderFi held no BCF shares prior to the Acquisition. The Acquisition was completed for investment purposes and as described under “Key Transaction Benefits”. WonderFi may dispose of such securities in the future privately as circumstances or market conditions warrant. A copy of the Early Warning Report disclosing the transaction can be obtained on the Company’s SEDAR profile at www.sedar.com or from WonderFi at 250-780 Beatty St. Vancouver, BC, Canada, V6B 2M1 or Adam Garetson at phone: 1-888-770-2646, email: adam.garetson@wonder.fi.
Additional Information
For additional information, please contact:
President and Interim CEO, WonderFi
Dean Skurka
dean.skurka@wonder.fi
Media / Investor Relations
Binu Koshy, Communications Director, WonderFi
binu@wonder.fi
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. 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.
About Blockchain Foundry Inc.
Blockchain Foundry 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.