WonderFi Securityholders Approve Acquisition by Robinhood; Earnout Rights Holders Approve Amendments to Earnout Rights Indenture

Toronto, Ontario--(Newsfile Corp. - July 17, 2025) - WonderFi Technologies Inc. (TSX: WNDR) (OTCQB: WONDF) (WKN: A3C166) ("WonderFi" or the "Company"), is pleased to announce that at its special meeting of shareholders (the "Shareholders") and holders of brokers warrants ("Brokers Warrants Holders", and together with the Shareholders, "Securityholders") held today (the "Meeting"), Securityholders approved the special resolution authorizing the proposed acquisition of WonderFi by Wrangler Holdings Inc., an indirect, wholly-owned subsidiary of Robinhood Markets, Inc. (NASDAQ: HOOD) ("Robinhood"), pursuant to a statutory plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Arrangement").

The special resolution approving the Arrangement was approved by (i) 96.28% of the votes cast by Shareholders present in person (virtually) or represented by proxy and entitled to vote at the Meeting, (ii) 96.3% of the votes cast by Brokers Warrants Holders and Shareholders, voting together as a single class, present in person (virtually) or represented by proxy and entitled to vote at the Meeting, and (iii) 94.07% of the votes cast by Shareholders present in person (virtually) or represented by proxy and entitled to vote at the Meeting other than the votes attached to common shares of the Company (the "Shares") required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. A total of 321,024,400 votes were cast by Shareholders, representing approximately 48.36% of the votes attached to all the issued and outstanding Shares as at the record date of the Meeting.

Under the terms of the Arrangement, Shareholders will receive C$0.36 per Share (the "Consideration"), and Brokers Warrants Holders will receive a cash amount per brokers warrant (each, a "Brokers Warrant") equal to the Black-Scholes value (the "Black-Scholes Amount") of each Brokers Warrant as of the business day prior to closing of the Arrangement. Further details regarding the Arrangement, including information regarding payment of the Consideration and Black-Scholes Amount, can be found in the Company's management information circular dated June 13, 2025 (the "Circular"). The Circular and accompanying letters of transmittal (each, a "Letter of Transmittal") are available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca. Registered Securityholders who have not already done so must complete and sign the applicable Letter of Transmittal and return it, together with the certificate(s) and/or DRS advice(s) representing their Shares and/or Brokers Warrants, as applicable, and any other required documents and instruments, in accordance with the procedures set out in the Letters of Transmittal, to receive the Consideration or Black-Scholes Amount, as applicable.

WonderFi will seek a final order of the Supreme Court of British Columbia to approve the Arrangement at a hearing expected to be held on or about July 21, 2025. The Arrangement is expected to close in the second half of 2025, provided all conditions precedent set forth in the arrangement agreement dated May 12, 2025 (the "Arrangement Agreement") governing the Arrangement are satisfied or waived. The Arrangement Agreement is available under the Company's issuer profile on SEDAR+ at www.sederaplus.ca.

Meeting of Earnout Rights Holders

WonderFi is also pleased to announce that earnout rights holders of the Company ("Earnout Rights Holders") have approved an extraordinary resolution (the "Amendment Resolution") authorizing amendments to the earnout rights indenture dated July 7, 2023 (the "Indenture") between WonderFi, Computershare Trust Company of Canada and members of the Holder Committee (as such term is defined in the Indenture). The Amendment Resolution was approved by 98.04% of the Earnout Rights Holders present in person (virtually) or represented by proxy and entitled to vote at the Meeting. The Amendment Resolution is described in greater detail in the Notice of Meeting of Earnout Rights Holders (the "Notice") dated June 13, 2025, available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

Pursuant to the Amendment Resolution, the last Interim Earnout Payment Period (as defined in the Notice) for Earnout Rights Holders will be the period from July 1, 2025 to and including the earlier of the business day immediately prior to the effective date of the Arrangement and November 14, 2025; and the aggregate earnout payment payable to the Earnout Rights Holders will be $366,774, which amount will be reduced by $167,378 otherwise payable to certain Earnout Rights Holders but voluntarily forfeited by them pursuant to waivers executed by them on September 24, 2024, which will result in an aggregate earnout payment of $199,396 to all other Earnout Rights Holders. The payment date for such last Interim Earnout Payment Period shall be the earlier of the business day immediately prior to the effective date of the Arrangement and such date determined by WonderFi that is on or before March 31, 2026.

As contemplated in the Indenture, the date upon which the Company has fully paid to the Earnout Rights Holders all earnout payments payable pursuant to the Indenture (as amended) will constitute a "Termination Date" (as defined in the Indenture), whereupon the earnout rights shall be null, void and of no effect and the Indenture shall cease to be of any force and effect.

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.

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 final order hearing, the payment made in respect of the last Interim Earnout Payment Period and the completion of the Arrangement, and other statements that are not statements of historical facts are considered forward-looking information. The anticipated dates indicated may change for a number of reasons, including the necessity to extend the time limits for satisfying the other conditions for the completion of the Arrangement. The forward-looking information is based on management's opinions, estimates and assumptions. 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/259181

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