WonderFi Technologies Inc. (NEOE:WNDR) agreed to acquire all remaining stake in First Ledger Corporation for CAD 210 million on January 4, 2022. Under the terms of the agreement, the consideration to shareholders will consist of 70 million newly issued common shares of WonderFi, CAD 20 million in upfront cash and CAD 30 million in deferred cash via a vendor-takeback note due in 12 months, implying an aggregate transaction value of approximately CAD 206 million. The Purchaser Shares to be issued shall be subject to escrow as follows: (i) with respect to any current employee or member of management of the company, 25% of the Purchaser Shares released four months after the Effective Date; and an additional 25% every four months thereafter; and (ii) all other holders of company shares, 1/12th of the Purchaser Shares released on the Effective Date, and an additional 1/12th monthly thereafter. WonderFi will use its balance sheet to fund the cash consideration. As of January 12, 2022, WonderFi Technologies announced a CAD 35 million offering. As of January 13, 2022, WonderFi Technologies increase the size of the offering to CAD 45 million. The proceeds from the offering will be used to partially fund the transaction.

In the twelve months ended September 30, 2021, Bitbuy generated over CAD 31 million in revenue. WonderFi will retain substantially all current employees and enter into employment agreements with key members of the management team. Upon closing, WonderFi will appoint one Bitbuy nominee as an independent member of WonderFi's Board of Directors and, at the next annual meeting of shareholders, will nominate Dean Skurka to the Board. Mark Binns resigned from the WonderFi Board of Directors effective January 3, 2022.

The transaction is subject to approval by WonderFi and Bitbuy shareholders, as well as certain related matters and other acquisition-related closing conditions and regulatory approvals. It is also subject to dissenters rights limited and the execution of employment, escrow, and non competition agreements. The transaction has been unanimously approved by the boards of directors of both WonderFi and Bitbuy. As of March 16, 2022, Ontario Securities Commission, principal regulator of Bitbuy Technologies Inc. ("Bitbuy") has granted the final regulatory approval required for the transaction. The acquisition is expected to close in the first quarter of 2022.

Jeff Durno of Cassels Brock & Blackwell LLP is acting as legal advisor to WonderFi on this transaction and Haywood Securities Inc. provided a fairness opinion to the Board of Directors of WonderFi. Canaccord Genuity Corp. is acting as financial advisor and Paul Pathak of Chitiz Pathak LLP and Geoffrey Cher and Katy Pitch of Wildeboer Dellelce LLP are acting as legal advisors to Bitbuy on this transaction.