Toronto, Ontario--(Newsfile Corp. - April 16, 2024) - WonderFi Technologies Inc. (TSX: WNDR) (OTCQB: WONDF) (the "Company" or "WonderFi"), Canada's leading operator of regulated crypto trading platforms and other digital asset businesses, today provided an update to shareholders on the WonderFi Board of Directors (the "Board") Special Committee investigation into Mogo Inc.'s (NASDAQ: MOGO) (TSX: MOGO) ("Mogo") potential violation of applicable Canadian securities laws, and its contractual obligations to the Company.
As the Company acknowledged in a press release on March 28, 2024, Adam Arviv of KAOS Capital Ltd. (“KAOS”) announced that it had entered into a voting agreement with Mogo, on undisclosed terms and conditions. An update to Mogo’s early warning filings indicated that the purpose of this undisclosed voting agreement is to effect changes to the board of the Company, and provides (among other undisclosed terms and conditions) that: (i) Mogo must support five KAOS nominees for election to the Board, and (ii) KAOS must support the election of an individual nominated by Mogo, pursuant to Mogo’s rights under its investor rights agreement (“IRA”) with WonderFi.
The Special Committee is concerned that Mogo has violated the standstill provision of its IRA, which prevents it (alone or jointly and in concert with it any other person) from, directly or indirectly, in any manner, acquiring, making any take-over bid, tender offer, or otherwise acquiring any securities of WonderFi. In addition, the Special Committee is concerned with the disclosure by Mogo that KAOS is a joint actor, and that KAOS was aware of Mogo’s restrictions under the IRA and induced Mogo to breach its obligations. Finally, the Special Committee is concerned that KAOS may be acting jointly or in concert with others, particularly in light of Mogo’s disclosure and the fact that KAOS has indicated that 22% of the Company’s shareholders are apparently supportive of the changes it demands.
Accordingly, the Special Committee has begun an investigation into the foregoing matters given its concerns around potential violations of contractual obligations to the Company as well as applicable Canadian securities laws by any joint actors, and the potential existence of additional undisclosed voting agreements.
While Mogo’s representative on the WonderFi Board, Mr. Michael Wekerle, has refused to co-operate with the investigation, the Special Committee continues to gather materials including communications and other correspondence to inform its investigation and establish a timeline for Mogo’s potential illicit activities.
WonderFi shareholders may rest assured that the Special Committee is considering all available remedies to surface the true facts about Mogo's activities and will take all necessary actions that are in the best interests of the Company and all of its stakeholders.
Advisors
The Special Committee has retained Goodmans LLP as its independent legal advisor. The Company has retained Morrow Sodali (Canada) Ltd. as its shareholder services advisor, and Gagnier Communications LLC as its strategic communications advisor.
About WonderFi
WonderFi owns and operates Bitbuy and Coinsquare, two leading domestic crypto platforms with strongholds in the Canadian market; WonderFi operates Internationally through its expansion in Australia, as well as through Smartpay, its global crypto payments platform.
With a collective user base of over 1.6 million registered Canadians and a combined assets under custody exceeding $1.5 billion, WonderFi serves one of the largest crypto investor communities in Canada.
Media Riyaz Lalani & Dan Gagnier Gagnier Communications (416) 305-1459 [email protected]
Forward-Looking Information and Statements
This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the beliefs of WonderFi regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such "could", "intend", "expect", "believe", "will", "projected", "planned", "estimated", "soon", "potential", "anticipate" or variations of such words.
In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. It is important to note that there are risks and uncertainties, both known and unknown to the Company, that may cause actual results to differ materially from those expressed or implied in forward-looking information and forward-looking statements, many of which are outside of the control of WonderFi. A fulsome description of known risk factors that may impact the business, financial condition and results of operation with respect to WonderFi is set out in its management's discussion and analysis and financial statements for the period ended December 31, 2023, as well as its most recent annual information form available on its SEDAR+ profile at https://www.sedarplus.ca.
Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. Any forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.
The Toronto Stock Exchange has not approved or disapproved of the information contained in this release.
