WonderFi Technologies Inc. (TSX:WNDR), Coinsquare Ltd. and CoinSmart Financial Inc. announce that they have closed their business combination transaction pursuant to the business combination agreement dated April 2, 2023, positioning the resulting entity, WonderFi Technologies Inc., and its registered operating subsidiaries, to offer one of the largest registered crypto asset trading ecosystems in Canada.
The Transaction was completed pursuant to two separate court-approved plans of arrangement involving Coinsquare and CoinSmart, respectively.
Pursuant to the Transaction, WonderFi issued 270,920,353 common shares to Coinsquare’s shareholders (representing an exchange ratio of 6.946745 WonderFi shares for each Coinsquare share held), and 117,924,334 common shares to CoinSmart’s shareholders (representing an exchange ratio of 1.801462 WonderFi shares for each CoinSmart share held).
Immediately after giving effect to the Transaction, existing WonderFi shareholders own approximately 38% of WonderFi, former Coinsquare shareholders own approximately 43% of WonderFi, and former CoinSmart shareholders own approximately 19% of WonderFi.
Mogo Inc. becomes the largest shareholder of WonderFi, owning approximately 14% of the common shares of WonderFi.
CoinSmart shareholders also received 65,460,350 earnout rights as part of the Transaction, entitling them to receive their proportionate interest of up to an additional $15 million of total consideration in an earn out, payable in cash or a combination of cash and common shares of WonderFi, based on the revenues of CoinSmart’s SmartPay business (over a period of three years following the closing of the Transaction).
An aggregate of 15,863,554 common shares of WonderFi were also issued to certain advisors of the three companies in settlement of certain obligations in connection with the Transaction.
The directors, officers and principal shareholders of Coinsquare and the principal shareholders of CoinSmart are subject to lock-up arrangements, pursuant to which their WonderFi shares will become freely tradeable in tranches over an 18-month period after the closing of the Transaction. All other Coinsquare shareholders will be subject to lock-up arrangements, pursuant to which their WonderFi shares will become freely tradeable in tranches over a 12-month period after the closing of the Transaction.
Pursuant to investor rights agreements and a voting agreement among certain shareholders of WonderFi, Coinsquare and CoinSmart, until the later of: (i) April 2, 2025, and (ii) the second annual general meeting of WonderFi following the effective date at which directors are elected to the WonderFi board of directors (“WonderFi Board”), each of them shall vote all of their WonderFi shares in favour of the size of the WonderFi board being set at and remaining at nine (9) directors and in favour of one another’s WonderFi Board nominees for election to the WonderFi Board. The WonderFi shareholders party to the investor rights agreement are entitled to two nominees to the WonderFi Board, the CoinSmart parties to one nominee, and Mogo Inc. is entitled one nominee to the WonderFi Board
On closing, WonderFi’s board of directors was reconstituted, with Robert Halpern, Justin Hartzman, Christopher Marsh, G. Scott Paterson, Wendy Rudd, Dean Skurka, Nicholas Thadaney, Jason Theofilos, and Michael Wekerle being appointed as directors.
