WonderFi Technologies Inc. (TSX:WNDR) signed letter of intent to acquire Blockchain Foundry Inc. (CNSX:BCFN) (BCF) for CAD 11.4 million on August 19, 2022. WonderFi Technologies Inc. (TSX:WNDR) entered into a definitive agreement to acquire Blockchain Foundry Inc. (CNSX:BCFN) (BCF) for CAD 11.4 million on August 31, 2022. 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"). 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 WonderFi, which will be subject to a customary working capital adjustment. A termination fee of CAD 0.35 million may be payable by BCF to WonderFi in the case of certain terminating events.

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, third part, stock exchange and court approvals, holders of no more than 5% of the Company Shares shall have exercised dissent rights, and the satisfaction of certain other closing conditions customary for a transaction of this nature. The special meeting of shareholders is expected to be held on or before October 31, 2022. 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. The Company has applied for a final order of the British Columbia Supreme Court on October 31, 2022. As of November 1, 2022, the shareholders of BCF has approved the deal. The acquisition is expected to close in the fourth quarter of 2022. As of November 1, 2022, the deal is expected to close on or about November 7, 2022.

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. Halpern & Co. Limited provided strategic merger and acquisition services to WonderFi in connection with the Transaction. Katy Pitch, Katie Drury, Joel Fraser and Geoffrey Cher of Wildeboer Dellelce LLP acted as legal advisor to Blockchain Foundry Inc. Jeff Durno, Evan Low, Rob Hamilton, Doug Richardson, Jocelyn Arnason, Jessica Lewis, Davit Akman, Saundra Johnson, Paulina Seo and Viviana Heather of Cassels Brock & Blackwell LLP acted as legal advisors to WonderFi. Sequeira Partners Inc. acted as financial advisor to BCF.