Blockchain Foundry Inc. (“BCF” or the “Company”), a leading North American blockchain development firm, is pleased to announce that the Company has closed its previously announced plan of arrangement under the Business Corporations Act (British Columbia), pursuant to which WonderFi Technologies Inc. acquired all of the issued and outstanding common shares of the Company (the “Acquisition”).
Key Transaction Benefits
- Adds immediate scale to BCF’s product offering through WonderFi’s user base across its Bitbuy and Coinberry platforms.
- Accelerates growth of full service Web3 initiatives through improved consumer channels and larger development ecosystem.
- Provides material consumer and operational synergies across BCF’s complete product suite and development initiatives.
Read : Global Fintech Interview with Mark Fidelman, Chief Executive Officer at SmartBlocks
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”). Warrants and options of BCF will be adjusted or exchanged to become warrants and options, respectively, of WonderFi based on the Exchange Ratio. 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. 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. If the closing working capital is below the target closing working capital amount, WonderFi shall be entitled to reduce the consideration payable to shareholders of BCF by an amount equal to working capital shortfall multiplied by 1.5, which will be satisfied by WonderFi not issuing an equivalent number of Holdback Shares. If the closing working capital is above the target closing working capital amount, all of the Holdback Shares shall be issued to shareholders of BCF and the aggregate consideration payable to shareholders of BCF shall be increased by an amount equal to excess working capital, subject to a maximum amount of $3 million, which will be satisfied by WonderFi issuing additional common shares to BCF shareholders. An aggregate of 5,268,764 shares of WonderFi will be issuable to the principals of BCF (the “Principal Shares”), which Principal Shares will be subject to a contractual escrow arrangement pursuant to which the Principal Shares will be released from escrow 1/5th on closing and in subsequent tranches of 1/5th every 3 months thereafter.
Read: Global Fintech Interview with Jitin Bhasin, Founder & CEO at SaveIN
[To share your insights with us, please write to sghosh@martechseries.com]
