DeFi Ventures Inc. entered into a binding letter of intent to acquire Austpro Energy Corp (TSXV:AUS.H) in a reverse merger transaction on April 15, 2021. DeFi Ventures Inc. entered into a definitive agreement to acquire Austpro Energy Corp in a reverse merger transaction on June 3, 2021. In connection with the acquisition, Austpro Energy Corporation will be required to, among other things: (i) change its name to “Wonder Digial Inc.”; (ii) consolidate its outstanding Austpro Shares on a 8.727 old for 1 new basis and (iii) cancel all currently issued and outstanding convertible securities. Under the terms of the acquisition, shareholders of DeFi will be issued post-consolidation common shares of Austpro in exchange for DeFi Shares on a 1 for 1 basis. This will result in the issuance of 27,059,998 Consideration Shares based on the current capital structure of DeFi. The Acquisition will also provide that all outstanding options to purchase DeFi Shares shall be exchanged for economically equivalent securities of the Resulting Issuer. Certain of the Consideration Shares will be subject to escrow pursuant to the policies of the CSE. Following completion of the acquisition, it is anticipated that there will be 28,760,190 post-consolidated common shares issued and outstanding in the Resulting Issuer (excluding securities issued pursuant to the DeFi Financing described below), of which shareholders of DeFi will own 27,059,998 and shareholders of Austpro will own 1,700,192. DeFi shall complete the concurrent financing for $17,715,000, or such other amount as may be agreed by the parties, prior to the effective date for up to 17,715,000 subscription receipts of DeFi, which will automatically convert into DeFi Shares immediately prior to the effective time in accordance with their terms, on the basis of one DeFi Share for each outstanding subscription receipt. DeFi has engaged PI Financial Corp. to act as lead agent and sole book runner to complete a brokered private placement of subscription receipts to raise a minimum of CAD 7.5 million. Each Subscription Receipt will be automatically exercised to acquire one common share of DeFi. The DeFi shares issuable upon exercise of the Subscription Receipts will be exchanged for one common share of the issuer resulting from completion of the acquisition. On May 19, 2021, Austpro Energy increased the size of the financing and now intends to raise CAD 15 million. The Company intends to seek a listing of the Resulting Issuer's common shares on the NEO Exchange and will change its name to Wonder Digital Inc. upon closing of the acquisition. Austpro Energy Corp shall change its name to “WonderFi Technologies Inc.” or such other name as may be agreed by the Parties, subject to the approval of the Exchange and as may be accepted by the Registrar. WonderFi shares are expected to trade under the trading symbol “WNDR”.

On completion of the Acquisition, the Austpro Energy's Board of Directors and management team will be reconstituted to consist of four Directors determined by DeFi: Ben Samaroo, Chief Executive Officer and Director, Sean Clark, Director, Dean Sutton, Chief Strategy Officer and Director and Mark Binns, Director. Austpro Energy shall reconstitute its senior management such that Scott Ackerman, the President, Chief Executive Officer, Chief Financial Officer and Corporate Secretary of Austpro Energy, shall resign, and Ben Samaroo as Chief Executive Officer, Cong Ly as Chief Technology Officer and Dean Sutton as Chief Strategy Officer shall be appointed in substation thereof, subject to Austpro Energy's receipt of all necessary documentation to effect such appointments, with a Chief Financial Officer and Corporate Secretary to be determined by DeFi in its sole discretion post-closing.

Completion of the acquisition is subject to a number of conditions, including completion of the DeFi Financing, receipt of all necessary shareholder and regulatory approvals, the execution of related transaction documents including the Definitive Agreement, approval of the TSX Venture Exchange (the "TSXV") for the delisting of the common shares of Austpro from the NEX board of the TSXV, and conditional approval of the Canadian Securities Exchange for the listing of the Resulting Shares following completion of the acquisition. As of August 16, 2021, Austpro Energy has received final approval to list its common shares on the Neo Exchange. Jeff Durno of Cassels Brock & Blackwell LLP acted as legal advisor to Austpro Energy Corporation. Julie Bogle of Borden Ladner Gervais LLP acted as legal advisor to DeFi Ventures.

DeFi Ventures Inc. completed the acquisition of Austpro Energy Corp (TSXV:AUS.H) in a reverse merger transaction on August 25, 2021.