Mr. Charlie Aikenhead reports

WONDERFI SECURITYHOLDERS APPROVE ACQUISITION BY ROBINHOOD; EARNOUT RIGHTS HOLDERS APPROVE AMENDMENTS TO EARNOUT RIGHTS INDENTURE

At Wonderfi Technologies Inc.'s special meeting of shareholders and holders of broker warrants held today, securityholders approved the special resolution authorizing the proposed acquisition of Wonderfi by Wrangler Holdings Inc., an indirect, wholly owned subsidiary of Robinhood Markets Inc., pursuant to a statutory plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia).

The special resolution approving the arrangement was approved by: (i) 96.28 per cent of the votes cast by shareholders present in person (virtually) or represented by proxy and entitled to vote at the meeting; (ii) 96.3 per cent of the votes cast by broker warrant holders and shareholders, voting together as a single class, present in person (virtually) or represented by proxy and entitled to vote at the meeting; and (iii) 94.07 per cent of the votes cast by shareholders present in person (virtually) or represented by proxy and entitled to vote at the meeting other than the votes attached to common shares of the company required to be excluded pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). A total of 321,024,400 votes were cast by shareholders, representing approximately 48.36 per cent of the votes attached to all the issued and outstanding shares as at the record date of the meeting.

Under the terms of the arrangement, shareholders will receive 36 cents per share, and broker warrant holders 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. Further details regarding the arrangement, including information regarding payment of the consideration and Black-Scholes amount, can be found in the company's management information circular dated June 13, 2025. The circular and accompanying letters of transmittal are available under the company's issuer profile on SEDAR+. Registered securityholders who have not already done so must complete and sign the applicable letter of transmittal and return it, together with the certificate(s) and/or direct registration system advice(s) representing their shares and/or broker warrants, as applicable, and any other required documents and instruments, in accordance with the procedures set out in the letters of transmittal, to receive the consideration or Black-Scholes amount, as applicable.

Wonderfi will seek a final order of the Supreme Court of British Columbia to approve the arrangement at a hearing expected to be held on or about July 21, 2025. The arrangement is expected to close in the second half of 2025, provided all conditions precedent set forth in the arrangement agreement dated May 12, 2025, governing the arrangement, are satisfied or waived. The arrangement agreement is available under the company's issuer profile on SEDAR+.

Meeting of earnout rights holders

Wonderfi is also pleased to announce that earnout rights holders of the company have approved an extraordinary resolution authorizing amendments to the earnout rights indenture dated July 7, 2023, between Wonderfi, Computershare Trust Company of Canada and members of the holder committee (as such term is defined in the indenture). The amendment resolution was approved by 98.04 per cent of the earnout rights holders present in person (virtually) or represented by proxy and entitled to vote at the meeting. The amendment resolution is described in greater detail in the notice of meeting of earnout rights holders dated June 13, 2025, available under the company's issuer profile on SEDAR+.

Pursuant to the amendment resolution, the last interim earnout payment period (as defined in the notice) for earnout rights holders will be the period from July 1, 2025, to and including the earlier of the business day immediately prior to the effective date of the arrangement and Nov. 14, 2025, and the aggregate earnout payment payable to the earnout rights holders will be $366,774, which amount will be reduced by $167,378 otherwise payable to certain earnout rights holders but voluntarily forfeited by them pursuant to waivers executed by them on Sept. 24, 2024, which will result in an aggregate earnout payment of $199,396 to all other earnout rights holders. The payment date for such last interim earnout payment period shall be the earlier of the business day immediately prior to the effective date of the arrangement and such date determined by Wonderfi that is on or before March 31, 2026.

As contemplated in the indenture, the date upon which the company has fully paid to the earnout rights holders all earnout payments payable pursuant to the indenture (as amended) will constitute a termination date (as defined in the indenture), whereupon the earnout rights shall be null, void and of no effect, and the indenture shall cease to be of any force and effect.

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.