An aggregate of 6,544,840 Consideration Shares (the “ Holdback Shares”) will be subject to holdback for the working capital adjustment and the Holdback Shares will be issued, if at all, once the closing working capital is determined between the parties. As of the date hereof, WonderFi has 193,875,490 issued and outstanding common shares, and it is anticipated approximately 26,285,794 common shares of WonderFi (subject to rounding for fractional entitlements) will be issued to shareholders of BCF as consideration (the “ Consideration Shares”), representing approximately 13.55% of the issued and outstanding shares of WonderFi, which will be subject to a customary working capital adjustment. Warrants and options of BCF will be adjusted or exchanged to become warrants and options, respectively, of WonderFi based on the Exchange Ratio. Under the terms of the Acquisition, among other things, WonderFi acquired all of the 121,975,844 issued and outstanding common shares of BCF on the basis of 0.2155 common shares of WonderFi for each share of BCF held (the “ Exchange Ratio”). Provides material consumer and operational synergies across BCF’s complete product suite and development initiatives.
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Accelerates growth of full service Web3 initiatives through improved consumer channels and larger development ecosystem.Adds immediate scale to BCF’s product offering through WonderFi’s user base across its Bitbuy and Coinberry platforms.
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