15:43:11 EDT Wed 15 May 2024
Enter Symbol
or Name
USA
CA



Wonderfi Technologies Inc
Symbol WNDR
Shares Issued 652,610,333
Close 2024-04-30 C$ 0.26
Market Cap C$ 169,678,687
Recent Sedar Documents

Wonderfi signs co-operation agreement with Kaos Capital

2024-05-01 14:07 ET - News Release

Mr. Dean Skurka reports

WONDERFI ENTERS INTO COOPERATION AGREEMENT WITH KAOS CAPITAL

Wonderfi Technologies Inc. has entered into a co-operation agreement with Adam Arviv and Kaos Capital Ltd.

The Company will nominate nine directors mutually agreed upon by WonderFi and KAOS to stand for election at the Company's 2024 annual meeting previously scheduled for May 21, 2024, which will now be held on May 24, 2024 (the "Annual Meeting").

The Company's director nominees are:

  • Dean Skurka
  • Bobby Halpern
  • Noel Biderman
  • Jaime Leverton
  • Justin Hartzman
  • Wendy Rudd
  • Rob Godfrey: KAOS Nominee
  • Igor Gimelshtein: KAOS Nominee
  • Kristin McAlister: Mogo Inc. Director Nominee

"We are pleased to have reached this agreement with KAOS that will ultimately help to drive value for all shareholders," said WonderFi President & CEO, Dean Skurka. "Our nine highly qualified nominees bring an optimal blend of expertise and shareholder perspectives, along with experience in regulated markets and as business builders, that will support WonderFi's long-term growth and value creation. WonderFi is positioned as a market leader in Canada for crypto and digital assets, demonstrated by the successful transformational merger last year and record financial and operational results."

"WonderFi is well positioned to capitalize on its strong financial performance and future opportunities for growth and profitability. We are pleased we were able to reach an agreement with the Company and are supportive of the refreshment of the Board. The selection of the director nominees reflects WonderFi and KAOS' shared vision to drive long-term value for all WonderFi shareholders," commented Adam Arviv, CEO of KAOS.

In connection with the agreement with KAOS, it was essential for the WonderFi Board to secure an understanding with Mogo Inc. ("Mogo") ensuring a strategy that aligns with the long-term interests of the Company and all WonderFi shareholders.

Mogo will maintain its current representation on WonderFi's Board of just one seat, despite seeking additional representation via the dissident slate.

Mogo and WonderFi have entered into a more robust mutual standstill and all IRA holders including Mogo, have consented to a multi-year voting support agreement with modified nomination rights to demonstrate long term stability. The expiration of Mogo's nomination rights is now consistent with all other IRA holders.

Mogo also has agreed to a managed divestiture program pursuant to which it will sell 20 million of its approximately 87 million WonderFi shares.

All of these elements will foster a stable environment for WonderFi to continue to create value for all of its shareholders.

As part of the Agreement, KAOS has agreed to standstill, voting, non-disparagement, and other customary conditions.

The Company intends to file its Management Information Circular (the "Circular") with the Canadian Securities Administrators on SEDAR+ under the Company's profile at www.sedarplus.ca and will be mailing copies of the Circular and applicable related Annual Meeting materials (collectively, the "Meeting Materials") to Shareholders of record as of March 25, 2024. The Circular will provide important information on the business of the Annual Meeting, including WonderFi's Board, as well as related matters such as voting procedures and how to attend the Annual Meeting. Shareholders are urged to read the Circular carefully and in its entirety. The Circular will also be available on WonderFi's website at https://www.wonder.fi/investors.

AdvisorsCassels Brock & Blackwell, LLP is the Company's legal advisor, Goodmans LLP is acting as the Special Committee's independent legal advisor. WonderFi has retained Morrow Sodali (Canada) Ltd. as its shareholder services advisor, and Gagnier Communications LLC as its strategic communications advisor.

Bennett Jones LLP acted as KAOS' legal advisor, Canaccord Genuity Corp. as its financial advisor and Kingsdale Advisors as its strategic shareholder and communications advisor.

About WonderFiWonderFi owns and operates Bitbuy and Coinsquare, two leading domestic crypto platforms with strongholds in the Canadian market; WonderFi operates Internationally through its expansion in Australia, as well as through Smartpay, its global crypto payments platform.

With a collective user base of over 1.7 million registered Canadians and a combined assets under custody exceeding $1.5 billion, WonderFi serves one of the largest crypto investor communities in Canada.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.