TORONTO, Nov. 07, 2022 (GLOBE NEWSWIRE) — Blockchain Foundry Inc. (“BCF” or “Company”) (CSE:BCFN), a leading North American blockchain development firm, is pleased to announce that the company has finalized its previously announced scheme of arrangement under Business Companies Act (British Columbia), pursuant to which WonderFi Technologies Inc. (TSX:WNDR) (“WonderFi”) purchased all issued and outstanding ordinary shares of the company (“Acquisition“).
Important transaction benefits
- Adds immediate scale to BCF’s product offering through WonderFi’s user base across the Bitbuy and Coinberry platforms.
- Accelerating the growth of full-service Web3 initiatives through improved consumer channels and larger development ecosystem.
- Provides significant consumer and operational synergies across BCF’s complete product line and development initiatives.
Transaction details
Under the terms of the acquisition, among other things, WonderFi acquired all 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 (“Exchange ratio“). Warrants and options for BCF will be adjusted or exchanged to become warrants and options for WonderFi respectively based on the Exchange Ratio. As of the date hereof, WonderFi has 193,875,490 common shares issued and outstanding, and it is expected that approximately 26,285,794 common shares of WonderFi (subject to rounding for fractional rights) will be issued to shareholders of BCF as consideration (“Compensation shares”), representing approximately 13.55% of the issued and outstanding shares of WonderFi, which will be subject to a regular working capital adjustment. A total of 6,544,840 remuneration shares («Holdback Shares”) will be subject to withholding for the working capital adjustment, and the withholding shares will be issued, if at all, as soon as the closing working capital is determined between the parties. If the closing working capital is below the target amount for closing working capital, WonderFi shall be entitled to reduce the remuneration to the shareholders of BCF by an amount equal to the working capital shortfall multiplied by 1.5, which will be satisfied by WonderFi not issuing a corresponding number of Holdback shares. If the closing working capital is above the target amount of closing working capital, all of the Holdback Shares shall be issued to the shareholders of BCF and the aggregate consideration to the shareholders of BCF shall be increased by an amount equal to the excess working capital, subject to a maximum amount of $3 million, which will be satisfied by WonderFi issuing additional ordinary shares to BCF shareholders. A total of 5,268,764 shares in WonderFi can be issued to the principals of BCF (“Principal shares”), which Principal Shares will be subject to a contractual escrow arrangement according to which the Principal Shares will be released from escrow 1/5th at closing and in subsequent tranches of 1/5th every 3 months thereafter.
Early warning disclosure
The following disclosure is made pursuant to National Instrument 62-103 – The early warning system and related takeover bids and insider reporting issues in connection with the filing of an early warning report by WonderFi regarding the acquisition: Effective November 7, 2022, WonderFi, of 250-780 Beatty St. Vancouver, BC, Canada, V6B 2M1, acquired 121,975,844 common shares of BCF, with a office located at 2300 Yonge Street, Suite 1600, Toronto, ON, M4P 1E4, representing 100% of the issued and outstanding shares of BCF, in consideration of the issuance to the former shareholders of BCF of an aggregate of up to 26,285,794 common shares of WonderFi (having a market value of $6,965,735 based on the closing price of WonderFi shares on the Toronto Stock Exchange on November 4, 2022), all pursuant to a statutory scheme of arrangement under section 288 of Business Companies Act (British Columbia) and as more fully described under “Transaction Details” above. WonderFi did not hold any BCF shares prior to the acquisition. The acquisition was completed for investment purposes and as described under “Key Transaction Benefits”. WonderFi may dispose of such securities privately in the future as circumstances or market conditions warrant. A copy of the early warning report disclosing the transaction may be obtained on the company’s SEDAR profile at www.sedar.com or from WonderFi at 250-780 Beatty St. Vancouver, BC, Canada, V6B 2M1 or Adam Garetson at telephone: 1- 888- 770-2646, email: [email protected].
Additional information
For further information, please contact:
President and Interim CEO, WonderFi
Dean Villain
[email protected]
Media / Investor Relations
Binu Koshy, Director of Communications, WonderFi
[email protected]
ABOUT WONDERFI
WonderFi is a leading technology company with the task of creating better, unified access to digital assets through centralized and decentralized platforms. WonderFi’s management team and board 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 with the mission to give people around the world access to finance in a simple, smart and secure way. For more information, visit www.wonder.fi.
About Blockchain Foundry Inc.
Blockchain Foundry develops and commercializes blockchain-based business and consumer solutions, focusing on infrastructure for digital assets and NFTs. BCF also offers blockchain consulting services to corporate clients.
Forward-looking information and statements
This press release contains certain “forward-looking information” under applicable Canadian securities laws and may also contain statements that may constitute “forward-looking statements” under the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current conditions, but instead represent only the Company’s beliefs regarding future events, plans or goals, many of which are inherently uncertain and outside of expectations. of the company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “could”, “believed”, “expect”, “believe”, “will”, “projected”, “estimated”. ”, or variations of such words.
By identifying such information and statements in this manner, the Company cautions the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, level of activity, performance or achievements. to be materially different from those expressed or implied by such information and statements. In addition, in connection with forward-looking information and forward-looking statements in this press release, the company has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: WonderFi’s ability to achieve the synergies expected as a result of the Acquisition; BCF’s ability to meet the working capital target and the adjustment of the consideration to be paid to the BCF shareholders pursuant to the Acquisition; material adverse changes in general economic, business and political conditions, including changes in financial markets, changes in applicable laws and compliance with extensive government regulation. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying forward-looking information or statements prove to be incorrect, actual results may differ materially from those described herein.
Although the company believes that the assumptions and factors used in the preparation of, and expectations in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events may differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company undertakes no obligation to update any forward-looking information and/or forward-looking statements contained or referred to herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this announcement. All values stated in this release are in Canadian dollars.
The Canadian Securities Exchange has not approved or disapproved of the information contained in this release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (“US Securities Act”), or any state securities law and may not be offered or sold in the “United States”, as such term is defined in Regulation S announced under the US Securities Act, unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration requirements is available.
