Mr. Bobby Halpern reports

WONDERFI ENTERS INTO DEFINITIVE AGREEMENT TO BE ACQUIRED BY ROBINHOOD MARKETS

Wonderfi Technologies Inc. has entered into a definitive agreement with Robinhood Markets Inc. and a wholly owned subsidiary of Robinhood.

Pursuant to the arrangement agreement, the purchaser will acquire all of the issued and outstanding common shares of the company for 36 cents per common share by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia).

The all-cash purchase price represents a total equity value of approximately $250-million on a fully diluted, in-the-money basis, a premium of approximately 41 per cent to the closing price of the common shares on the Toronto Stock Exchange (TSX) on May 12, 2025, the last trading day prior to the announcement of the arrangement, and a premium of approximately 71 per cent to the 30-day volume-weighted average trading price (VWAP) of the common shares as at that date.

"Through a long and focused effort, Wonderfi successfully built one of Canada's largest registered crypto-trading platforms," said Bobby Halpern, executive chairman of Wonderfi. "This transaction is the culmination of those efforts and the launchpad for Robinhood to democratize finance across Canada. The arrangement provides Wonderfi shareholders with all-cash consideration at an attractive premium to our recent trading levels."

"Wonderfi has built a formidable family of brands serving beginner and advanced crypto users alike, making them an ideal partner to accelerate Robinhood's mission in Canada," said Johann Kerbrat, senior vice-president and general manager of Robinhood Crypto. "We look forward to partnering with the Wonderfi team to deliver innovative, user-centric crypto products to Canadian customers."

Widely known for democratizing access to investing in the United States, Robinhood brings vast experience scaling innovative, accessible financial products to millions of customers, and is building a global financial ecosystem with crypto products already available in eligible European Union countries. Robinhood is a credible counterparty with an extensive record of executing transactions globally and intends to finance the purchase price with cash on hand.

"Wonderfi and Robinhood are united in our visions of making crypto accessible and bringing more people into the crypto space," said Wonderfi president and chief executive officer Dean Skurka. "We're delighted to be joining the Robinhood team and to supercharge our product offerings for customers."

Wonderfi will continue to operate its products after the arrangement closes. In addition, the Wonderfi leadership team will stay on as part of Robinhood Crypto, bringing experience delivering a wide range of digital asset products to Canadian customers.

Wonderfi employees will join more than 140 Robinhood employees based in Canada. Robinhood established its Canadian headquarters in Toronto in 2024 to serve as an infrastructure engineering hub, tapping into Canada's deep pool of technology talent.

Wonderfi special committee and board recommendations

A special committee of independent directors of the board of directors of Wonderfi was established to consider and evaluate the proposed transactions that ultimately led to entering into the arrangement agreement. In connection with its review and consideration of the arrangement, the special committee engaged Origin Merchant Partners to act as independent financial adviser to the special committee. Origin has verbally delivered to the special committee the results of its opinion, which concluded that, as of May 12, 2025, and based upon and subject to the assumptions, limitations, qualifications and other matters set forth in its opinion, the consideration to be received by the holders of common shares under the arrangement is fair, from a financial point of view, to such shareholders. Origin will receive a fixed fee for its services that is not dependent on completion of the arrangement.

Following consideration of various factors, including receipt of the fairness opinion from Origin, and in consultation with its financial and legal advisers, the special committee concluded that the arrangement is in the best interests of the company and fair and reasonable to the shareholders. Accordingly, the special committee unanimously recommended that the board approve the arrangement.

Following a review of the terms of the arrangement, the recommendation of the special committee, and receipt of a fairness opinion from Canaccord Genuity Corp., and in consultation with its financial and legal advisers, the board (excluding the directors required to abstain from voting) unanimously approved the arrangement, having determined that the arrangement is in the best interests of the company and fair and reasonable to the shareholders, and recommended that the shareholders vote in favour of the arrangement at the special meeting of shareholders to be held to consider the arrangement and approve the arrangement.

Transaction and shareholder meeting details

The arrangement will be subject to the approval of: (i) at least two-thirds of the votes cast by shareholders present or in person or represented by proxy at the special meeting; (ii) at least two-thirds of the votes cast by shareholders and holders of the company's broker warrants exercisable for common shares at a price of $2.09 per common share, in each case present in person or represented by proxy at the special meeting; and (iii) a simple majority of the votes cast by shareholders at the special meeting, excluding votes from certain shareholders, as required under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company expects to hold the special meeting to consider the arrangement in July, 2025. The arrangement is also subject to customary conditions, including approval of the Supreme Court of British Columbia, approval under the Competition Act (Canada), and the approvals of the Canadian Securities Administrators and the Canadian Investment Regulatory Organization. Subject to satisfaction of such conditions, the arrangement is expected to be completed during the second half of 2025.

Pursuant to the terms of the arrangement, holders of the warrants will receive a cash amount per warrant equal to the Black-Scholes value of each warrant as of the business day prior to closing. In addition, the arrangement is conditional on the termination of the earnout rights granted to shareholders of CoinSmart Financial Inc. in connection with the business combination agreement between the company, Coinsquare Ltd. and Coinsmart dated April 2, 2023. The company intends to commence a consent solicitation or call a meeting of the holders to facilitate such termination.

In connection with the arrangement, certain shareholders as well as the directors and certain officers of the company collectively holding approximately 28 per cent of the issued and outstanding common shares have entered into voting support agreements, pursuant to which they have each agreed, among other things, to vote all common shares owned or controlled by them in favour of the arrangement at the special meeting and against any other matter that could reasonably be expected to delay or prevent the arrangement, in each case subject to customary exceptions and the terms and conditions of their respective agreements.

Further information regarding the arrangement, including copies of the fairness opinions, the various factors considered by the special committee and the termination of the earnout rights, will be included in the company's management information circular that will be prepared and mailed to shareholders and the holders of the warrants in connection with the special meeting. Additionally, documents related to the termination of the earnout rights will be mailed to the holders thereof. A copy of the circular and the arrangement agreement, as well as the documents related to the termination of the earnout rights, will, in due course, be filed on the company's issuer profile on SEDAR+.

The arrangement agreement is subject to customary non-solicitation provisions and provides for a termination fee of $10.7-million, which would be payable by Wonderfi in certain circumstances, including in the context of Wonderfi entering into a definitive agreement with respect to a superior proposal that is not matched by Robinhood. The terms and conditions for the making of a superior proposal and its complete definition are contained in the arrangement agreement. Under the arrangement agreement, a superior proposal generally requires a bona fide written acquisition proposal that provides for an all-cash purchase price which is equal to or greater than 107 per cent of the cash purchase price payable under the arrangement agreement and no financing condition.

Transaction-related costs are expected to be approximately $10.8-million in the aggregate.

In connection with and subject to closing of the arrangement, it is expected that Wonderfi will apply to have the common shares delisted from the TSX and cease to be a reporting issuer under Canadian securities laws.

Advisers

Financial Technology Partners and Canaccord Genuity acted as the company's financial advisers. Origin Merchant Partners acted as the special committee's financial adviser. PowerOne Capital Markets Ltd. acted as the company's special adviser. Goodmans LLP acted as legal counsel to the special committee. Cassels Brock & Blackwell LLP acted as the company's legal counsel, and Mintz LLP acted as its regulatory counsel.

J.P. Morgan Securities LLC served as exclusive financial adviser to Robinhood, and Davies Ward Phillips & Vineberg LLP acted as its legal counsel.

About Wonderfi Technologies Inc.

Wonderfi is a leader in centralized and decentralized financial services and products. With over $2.1-billion in client assets under custody, Wonderfi's regulated trading platforms are well positioned to service crypto participants across Canada 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 and SmartPay.

About Robinhood Markets Inc.

Robinhood Markets transformed financial services by introducing commission-free stock trading and democratizing access to the markets for millions of investors. Today, Robinhood lets you trade stocks, options, futures (which include options on futures, swaps and event contracts) and crypto, invest for retirement, and earn with Robinhood Gold. Headquartered in Menlo Park, Calif., Robinhood puts customers in the driver's seat, delivering unprecedented value and products intentionally designed for a new generation of investors.

We seek Safe Harbor.