TORONTO, Nov. 01, 2022 (GLOBE NEWSWIRE) — Blockchain Foundry Inc. (“BCF” or “Company”) (CSE:BCFN), a leading North American blockchain development firm, announced the positive outcome of the vote to the company’s shareholders (“Shareholders”) at yesterday’s extraordinary shareholders’ meeting (the “Meeting”) regarding the previously announced arrangement plan below Business Companies Act (British Columbia) (the “Arrangement”), pursuant to which WonderFi Technologies Inc. (TSX:WNDR) (“WonderFi”) will acquire all issued and outstanding ordinary shares (“Stock“) of the Company. Pursuant to the Arrangement, each Unitholder will receive, for each Unit held, 0.2155 of a common share of WonderFi, subject to withholding for a regular working capital adjustment, as more particularly set forth in the Company’s Management Information Circular in connection with the meeting, which can be found on the company’s SEDAR profile at www.sedar.com.
The special resolution approving the scheme (the “Event resolution”) had to be adopted by at least two-thirds (66 2/3%) of the votes cast at the meeting by the shareholders who voted in person or represented by proxy at the meeting.
A total of 34,098,256 shares were represented in person or by proxy at the meeting, which represents approx. 27.95% of the issued and outstanding Shares.
See below for a summary of the vote on the order resolution:
| TO | AGAINST | ||
| (#) | (%) | (#) | (%) |
| 34,024,677 | 99.78 | 73,579 | 0.22 |
The Company has applied for a final order from the Supreme Court of British Columbia on October 31, 2022. Completion of the Arrangement remains subject to certain customary conditions, including court approval. Provided that these closing conditions are satisfied, the scheme is expected to close around 7 November 2022.
Additional information
For further information, please contact:
Blockchain Foundry Inc.
Dan Wasyluk
CEO
(647) 792-8782
[email protected]
About BCF
BCF 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.
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, with previous experience from Amazon, Shopify, PayPal, Galaxy Digital and Hut 8. WonderFi’s core team of engineers and technologists believe that everyone should have equal access to funding, and are aligned with the mission to give people all over the world access to finance in a simple, smart and secure way. For more information, visit www.wonder.fi.
Forward-looking information
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. In general, 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 and BCF’s ability to complete the proposed arrangement; WonderFi’s and BCF’s ability to secure the necessary legal and regulatory approvals required to complete the arrangement; WonderFi’s ability to achieve the synergies expected as a result of the arrangement; BCF’s ability to meet its working capital target and the adjustment of the consideration payable to BCF shareholders under the proposed scheme; 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.
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.
