Cinaport Acquisition Corp. III Enters into Settlement Agreement with Coinberry Limited

April 18, 2022 10:12 AM EDT | Source: Cinaport Acquisition Corp. III

Toronto, Ontario--(Newsfile Corp. - April 18, 2022) - Cinaport Acquisition Corp. III (TSXV: CAC.P) (the "Company"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce today that it has entered into a settlement agreement (the "Settlement Agreement") with Coinberry Limited ("Coinberry") in respect of the Company's previously announced legal proceedings against Coinberry in the Ontario Superior Court of Justice (the "Legal Action").

Concurrent with the execution of the Settlement Agreement, Coinberry entered into a business combination agreement with WonderFi Technologies Inc (NEO: WNDR) (OTC Pink: WONDF) (WKN: A3C166) (FTX: WNDR) ("Wonderfi") and a wholly-owned subsidiary of WonderFi (the "WonderFi Transaction"). For more information about the Wonderfi Transaction, please refer to WonderFi's press release disseminated this morning.

Pursuant to the terms of the Settlement Agreement, Coinberry agreed to cause 3,100,000 common shares of WonderFi (the "Settlement Shares") to be issued to the Company upon closing of the WonderFi Transaction (the "Closing") in exchange for a full release by Cinaport in connection with the Legal Action. It is agreed by the parties that the Settlement Shares shall be free from regulatory resale restrictions under applicable securities laws and applicable rules of the NEO Exchange, but shall be subject to a three-month contractual lock up period with 1/4 of the Settlement Shares to be issued as free-trading shares upon Closing and 1/4 of the Settlement Shares to be released from the lock-up on the last calendar day of each of the three months following the Closing.

The settlement set out in the Settlement Agreement is conditional on the Closing of the WonderFi Transaction. The Closing of the WonderFi Transaction is conditional on, among other things, receipt of approval of Coinberry's shareholders and requisite regulatory approvals. In the event that the Closing does not occur, the Settlement Agreement shall be deemed to terminate and shall cease to be of any force and effect.

For clarity, while the Settlement Agreement requires Coinberry to cause the Settlement Shares to be issued by WonderFi to the Company upon Closing of the WonderFi Transaction, the Company is not a party to the WonderFi Transaction and the WonderFi Transaction does not constitute a proposed Qualifying Transaction of the Company pursuant to Policy 2.4 - Capital Pool Companies of the Exchange (the "CPC Policy"). The Company is continuing its efforts to identify a suitable target in order to complete a Qualifying Transaction in accordance with the CPC Policy.

For more information, please contact:

Avi Grewal
President & Chief Executive Officer
Phone: (416) 213-8118 Ext. 210
E-mail: agrewal@cinaport.com

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this Press release.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/120730

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