This news release constitutes “a designated news release” for the purposes of the Company’s prospectus supplement dated December 23, 2022 to its short form base shelf prospectus dated September 7, 2022.

Vancouver, British Columbia–(Newsfile Corp. – January 23, 2023) – WonderFi Technologies Inc. (TSX: WNDR) (OTCQB: WONDF) (WKN: A3C166) (FTX: WNDR) (“WonderFi” or the “Company“) is pleased to announce that it has entered into an agreement with PI Financial Corp., as lead agent on behalf of a syndicate of agents (the “Agents“) in connection with a best efforts private placement of units of the Company (the “Units“) at a price of $0.22 per Unit (the “Issue Price“) for gross proceeds of up to $5,016,000 (the “Offering“), with the Units to be issued pursuant to the Listed Issuer Financing Exemption (as defined below).

Each Unit will consist of one common share in the capital of the Company (each, a “Common Share“) and one Common Share purchase warrant (a “Warrant“). Each Warrant will entitle the holder to purchase one Common Share at an exercise price of $0.30 for a period of 24 months following the completion of the Offering, provided, however, that if the daily volume weighted average trading price of Common Shares on the Toronto Stock Exchange (“TSX“) for any 10 consecutive trading days equals or exceeds $0.47, the Company may, upon providing written notice to the holders of the Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such notice.

The Offering will be conducted pursuant to the terms of an agency agreement to be entered into between the Company and the Agents on or prior to the closing date of the Offering. The Company has agreed to pay to the Agents a cash commission equal to 6.0% of the gross proceeds of the Offering, and to issue to the Agents such number compensation options (“Compensation Options“) equal to 6.0% of the number of Units sold pursuant to the Offering, with each Compensation Option exercisable into one Common Share at the Issue Price for a period of 24 months following the completion of the Offering.

The Company intends to use the net proceeds of the Offering to support working capital requirements for planned operating initiatives at Bitbuy, and for general corporate and working capital purposes. The Offering is expected to close on or about January 30, 2023 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106“), the Units will be offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption“). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the Units issued pursuant to the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an offering document related to the Offering that can be accessed under the Company’s issuer profile on SEDAR at www.sedar.com and on the Company’s website at www.wonder.fi. Prospective investors should read the offering document before making an investment decision.

The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. Persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

Additional Information

For additional information, please contact:

President and Interim-CEO
Dean Skurka
[email protected]

Media/Investor Relations
Binu Koshy, Communications Director
[email protected]

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.

Forward-Looking Information and Statements

This news release contains “forward-looking information” and “forward-looking statements” (which we refer to collectively as forward-looking information) under the provisions of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking information. Examples of forward-looking information in this news release include, among other things, statements related to: the failure to complete the Offering in the timeframe and on the terms as anticipated by management, market conditions and the ability to obtain all necessary regulatory approvals, the anticipated use of proceeds from the Offering, and the anticipated benefits and impacts of the Offering. Forward-looking information is based upon a number of factors and assumptions that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements expressed or implied by such information. Such information reflects the Company’s current views with respect to future events and is necessarily based upon a number of assumptions that, while considered reasonable by the Company today, are inherently subject to significant uncertainties and contingencies. These assumptions include, among others, the ability to successfully complete the Offering, the anticipated use of proceeds in connection therewith, the impacts of COVID-19 globally and in the jurisdictions in which we operate, the Company position in a competitive environment, and a stable and supportive legislative, regulatory and community environment, and general economic and market conditions.

Forward-looking information also involve known and unknown risks that may cause actual results to differ materially from those presented in the forward-looking information. These risks include, among others, the ability of the Company to successfully complete the Offering. Additional risks, assumptions and other factors are set out in the Company’s management discussion analysis and most recent annual information form, copies of which are available on SEDAR at www.sedar.com.

Although the Company has attempted to identify important risks and assumptions, given the inherent uncertainties in such forward-looking information, there may be other factors that cause results to differ materially. Forward-looking information is made as of the date hereof and the Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this news release, except as required by law. Accordingly, readers are cautioned not to place undue reliance on forward-looking information.

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

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

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