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…
