Mr. Charlie Aikenhead reports

LEADING INDEPENDENT PROXY ADVISORY FIRM ISS RECOMMENDS WONDERFI SHAREHOLDERS VOTE FOR THE PROPOSED TRANSACTION WITH ROBINHOOD

Wonderfi Technologies Inc. has the support of proxy advisory firm Institutional shareholder Services Inc. (ISS) for its takeover arrangement with Robinhood. ISS has recommended that holders of common shares and brokers warrants of the company vote "for" the special resolution approving the previously announced statutory plan of arrangement involving Wonderfi and Wrangler Holdings Inc., a wholly owned, indirect subsidiary of Robinhood Markets, Inc. (Nasdaq: HOOD).

The arrangement, made pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia), is between Wonderfi and the purchaser. Under the arrangement, the purchaser will acquire all of the issued and outstanding shares for 36 cents per share, and holders of brokers warrants holders will receive a cash amount per brokers warrant equal to the Black-Scholes value of each brokers warrant as of the business day immediately prior to closing of the arrangement.

In its report recommending securityholders vote "for" the arrangement, ISS cited the compelling strategic and financial rationale for the arrangement, stating:

"The offer consideration represents a substantial premium of 41.2 per cent over the price on the day prior to the announcement, and a premium of 89.5 per cent over the stock price two months prior to the announcement." ISS also highlighted that Wonderfi received multiple fairness opinions who each found the transaction to be fair from a financial point of view to the shareholders.

ISS's experienced research team provides comprehensive proxy analysis and complete vote recommendations for over 50,000 meetings annually in over 100 markets worldwide.

Wonderfi board and special committee recommendations

The board of directors of Wonderfi (with two interested directors abstaining), based in part on the unanimous recommendation of a special committee of the board and the fairness opinions received from Origin Merchant Partners and Canaccord Genuity Corp., unanimously recommends that securityholders vote for the arrangement.

Full details of the proposed arrangement, including voting instructions, are set out in the management information circular of the company dated June 13, 2025, and related proxy materials in respect of the upcoming special meeting of securityholders, which are filed under Wonderfi's issuer profile on SEDAR+, as well as on Wonderfi's website.

Vote today

Securityholders are encouraged to read the circular and vote well in advance of the proxy voting deadline of 10 a.m. Toronto time on July 15, 2025.

Meeting details

The meeting will be held in a virtual-only meeting format on July 17, 2025, at 10 a.m. Toronto time via audio webcast.

Shareholder questions and voting assistance

Securityholders who have questions about voting their shares and brokers warrants, or require assistance, may contact Morrow Sodali (Canada) Ltd., Wonderfi's proxy solicitation agent and securityholder communications adviser, as shown below.

Morrow Sodali (Canada) Ltd.

Toll-free:  1-888-777-0836 (for securityholders in North America)

International:  1-289-695-3075 (for securityholders outside North America)

By e-mail:  assistance@investor.sodali.com

About Wonderfi Technologies Inc.

Wonderfi is a global leader in centralized and decentralized financial services and products.

We seek Safe Harbor.