WonderFi Technologies Inc. Announces Closing of $5,000,000 Brokered Private Placement

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 30, 2023) – WonderFi Technologies Inc. (TSX: WNDR) (OTCQB: WONDF) (WKN: A3C166) (“WonderFi” or the “Company“) is pleased to announce that it has closed its previously announced brokered private placement of units (the “Units“) for gross proceeds of $5,016,000 (the “Offering“). The Offering was conducted by a syndicate of agents led by PI Financial Corp., and including Canaccord Genuity Corp. and PowerOne Capital Markets Limited (collectively, the “Agents“), and consisted of the sale of 22,800,000 Units at a price of $0.22 per Unit (the “Offering Price“).

Each Unit was comprised of one common share in the capital of the Company (each, a “Common Share“) and one Common Share purchase warrant (each, a “Warrant“). Each Warrant entitles the holder thereof to acquire 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 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 a date that is 10 days following the date of such notice.

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.

In connection with the Offering, the Agents received a cash commission of $300,960 and were issued 1,368,000 compensation options (“Compensation Options“), with each Compensation Option exercisable into one Common Share at the Offering Price for a period of 24 months following the completion of the Offering.

The Offering was completed pursuant to the listed issuer financing exemption (under Part 5A of National Instrument 45-106 – Prospectus Exemptions), and the securities issued to purchasers in the Offering are not subject to a hold period pursuant to applicable Canadian securities laws.

Additional Information

For additional information, please contact:

President and Interim-CEO
Dean Skurka
dean.skurka@wonder.fi

Media/Investor Relations
Binu Koshy, Communications Director
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.

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 anticipated use of the net 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 anticipated use of the net proceeds in connection with the Offering, 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 deploy the net proceeds of the Offering for its proposed uses. 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.

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