Mr. Charlie Aikenhead reports
LEADING INDEPENDENT PROXY ADVISORY FIRM GLASS LEWIS RECOMMENDS WONDERFI SHAREHOLDERS VOTE FOR THE PROPOSED TRANSACTION WITH ROBINHOOD
Leading independent proxy advisory firm Glass, Lewis & Co. has recommended that holders of common shares and broker warrants of Wonderfi Technologies Inc. vote for the special resolution approving the previously announced statutory plan of arrangement involving Wonderfi and Wrangler Holdings Inc. (the purchaser), an indirect, wholly owned subsidiary of Robinhood Markets Inc.
Glass Lewis is the second leading independent proxy advisory firm to recommend securityholders vote for the arrangement, following the previously announced recommendation from Institutional Shareholder Services.
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 broker warrants will receive a cash amount per broker warrant equal to the Black-Scholes value of each broker warrant as of the business day prior to closing of the arrangement.
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 the 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 coming special meeting of securityholders, which are filed under Wonderfi's issuer profile on SEDAR+, as well as on Wonderfi's website.
Your vote is important. Please 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 Tuesday, July 15, 2025.
Meeting details
The meeting will be held in a virtual-only meeting format on Thursday, July 17, 2025, at 10 a.m. Toronto time, by audio webcast.
Shareholder questions and voting assistance
Securityholders who have questions about voting their shares and broker warrants, or require assistance, may contact Morrow Sodali (Canada) Ltd., Wonderfi's proxy solicitation agent and securityholder communications adviser, as follows:
Morrow Sodali
Toll-free: 1-888-777-0836 (for securityholders in North America)
International: 1-289-695-3075 (for securityholders outside of North America)
By e-mail: assistance@investor.sodali.com
About Wonderfi Technologies Inc.
Wonderfi is a leader in centralized and decentralized financial services and products.
With over $1.7-billion in client assets under custody, Wonderfi's regulated trading platforms are well positioned to service crypto participants on a global scale with trading, payments and decentralized products, including purpose-built blockchains and non-custodial wallet applications.
Designed to provide investors with diversified investment exposure across the global digital asset ecosystem, the company has a proven record of launching new products and obtaining registrations. It is also the owner of market-leading brands, including Bitbuy, Coinsquare, SmartPay and Bitcoin.ca.
As the world continues to move on chain, Wonderfi is strategically placed to capture both market and wallet share through continuing innovation within the digital asset space.
We seek Safe Harbor.
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