EX-99.113 114 tm2220521d1_ex99-113.htm EXHIBIT 99.113

 

Exhibit 99.113

 

FORM 51-102F3 

MATERIAL CHANGE REPORT

 

Item 1:Name and Address of Company

 

    WonderFi Technologies Inc. (the “Company” or “WonderFi”)
    Suite 250, 780 Beatty Street
    Vancouver, BC V6B 2M

 

Item 2:Date of Material Change

 

    April 18, 2022

 

Item 3:News Release
   
  A news release with respect to the material change referred to in this report was disseminated by the Company on April 18, 2022 through the facilities of NewsFile Corp. and subsequently filed on SEDAR.

 

Item 4:Summary of Material Change
   
  On April 18, 2022, the Company announced that it has entered into a definitive agreement (the “Definitive Agreement”) to acquire Coinberry Limited (“Coinberry”) one of Canada’s crypto asset trading platforms and Canada’s first pure-play licensed crypto broker.

 

Item 5:Full Description of Material Change

 

5.1Full Description of Material Change

 

    On April 18, 2022, the Company announced that it has entered into the Definitive Agreement to acquire Coinberry one of Canada’s leading crypto asset trading platforms and Canada's first pure-play licensed crypto broker.
     
    Under the terms of the Definitive Agreement, the consideration to Coinberry shareholders will consist of 29,107,000 newly issued common shares of WonderFi, as may be adjusted pursuant to the Definitive Agreement. Coinberry principals and the affiliates and associates thereof will be subject to a 24-month escrow schedule, and other shareholders will be subject to a 12-month escrow schedule.
     
    At the next annual meeting of shareholders, WonderFi will nominate Andrei Poliakov and one Coinberry nominee as an independent member to the WonderFi Board.
     
    The transaction has been approved by the boards of directors of both WonderFi and Coinberry. The acquisition is expected to close in the second quarter of 2022 and is subject to approval by Coinberry shareholders and regulatory approvals. Coinberry has received voting support agreements for the transaction from the holders of more than two-thirds of all Coinberry shares.
     
    Concurrently with the execution of the Definitive Agreement, Coinberry and Cinaport Acquisition Corp. III (“Cinaport”) have reached a settlement regarding the legal proceedings commenced by Cinaport against Coinberry on December 21, 2021 in the Ontario Superior Court of Justice. The settlement amount will be deducted from the total gross share consideration issued to Coinberry shareholders in connection with the acquisition by WonderFi.
     
    Cassels Brock & Blackwell LLP is acting as legal advisor to WonderFi on the Coinberry transaction and Haywood Securities Inc. provided a fairness opinion to the Board of Directors of WonderFi. DLA Piper (Canada) LLP is acting as legal advisor to Coinberry on this transaction and Research Capital Corporation provided a fairness opinion to the Board of Directors of Coinberry.

 

 

 

 

5.2Disclosure for Restructuring Transactions
   
  Not applicable.

 

Item 6:Reliance on subsection 7.1(2) of National Instrument 51-102
   
  Not applicable.

 

Item 7:Omitted Information
   
  Not applicable.

 

Item 8:Executive Officer
   
  Ben Samaroo, Chief Executive Officer,
  WonderFi Technologies Inc.
  Telephone: (778) 843-9637

 

Item 9:Date of Report
   
  April 27, 2022

 

Caution Regarding Forward-Looking Information and Statements:

 

This material change report includes 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, as amended. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs 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", "estimated", or variations of such words, and includes the anticipated benefits of the transaction, the ability of the Company and Coinberry to obtain all necessary shareholder and regulatory approvals, and the ability of the Company and Coinberry to close the transaction on the terms and timing described herein, or at all.

 

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By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this material change report, the Company has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the inability of the Company and Coinberry to integrate successfully such that the anticipated benefits of the transaction are realized, the inability of the Company and Coinberry to obtain the necessary regulatory and shareholder approvals for the transaction, the inability of the Company and Coinberry to close the transaction on the terms and timing described herein, or at all, the inability of the Company to work effectively with strategic investors; and material adverse changes in general economic, business and political conditions, including changes in the financial markets, changes in applicable laws, and compliance with extensive government regulation. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein.

 

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. The forward-looking information and forward-looking statements contained in this material change report are made as of the date of this material change report, 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. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.

 

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