Leading Independent Proxy Advisory Firm ISS Recommends WonderFi Shareholders Vote FOR the Proposed Transaction with Robinhood

Toronto, Ontario--(Newsfile Corp. - June 25, 2025) - WonderFi Technologies Inc. (TSX: WNDR) (OTCQB: WONDF) (the "Company" or "WonderFi"), today announced that Institutional Shareholder Services Inc. ("ISS"), a leading independent proxy advisory firm, has recommended that holders of common shares (the "Shares") and brokers warrants ("Brokers Warrants") of the Company (collectively, the "Securityholders") vote "FOR" the special resolution approving the previously announced statutory plan of arrangement involving WonderFi and Wrangler Holdings Inc. (the "Purchaser"), a wholly-owned, indirect subsidiary of Robinhood Markets, Inc. (NASDAQ: HOOD) ("Robinhood").

The arrangement, made pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Arrangement"), is between WonderFi and the Purchaser. Under the Arrangement, the Purchaser will acquire all of the issued and outstanding Shares for C$0.36 per Share, and holders of Brokers Warrants Holders will receive a cash amount per Brokers Warrant equal to the Black-Scholes value of each Brokers Warrant as of the business day immediately prior to closing of the Arrangement.

In its report recommending Securityholders vote "FOR" the Arrangement, ISS cited the compelling strategic and financial rationale for the Arrangement, stating:

"The offer consideration represents a substantial premium of 41.2 percent over the price on the day prior to the announcement, and a premium of 89.5 percent over the stock price two months prior to the announcement." ISS also highlighted that WonderFi received multiple fairness opinions who each found the transaction to be fair from a financial point of view to the shareholders.

ISS' experienced research team provides comprehensive proxy analysis and complete vote recommendations for over 50,000 meetings annually in over 100 markets worldwide.

WonderFi Board and Special Committee Recommendations

The board of directors of WonderFi (the "Board") (with two interested directors abstaining), based in part on the unanimous recommendation of a special committee of the Board (the "Special Committee") and the fairness opinions received from Origin Merchant Partners and Canaccord Genuity Corp., unanimously recommends that Securityholders vote "FOR" the Arrangement.

Full details of the proposed Arrangement, including voting instructions, are set out in the management information circular of the Company dated June 13, 2025 (the "Circular") and related proxy materials in respect of the upcoming special meeting of Securityholders (the "Meeting"), which are filed under WonderFi's issuer profile on SEDAR+ (www.sedarplus.ca) as well as on WonderFi's website.

Vote Today

Securityholders are encouraged to read the Circular and vote well in advance of the proxy voting deadline of 10:00 a.m. (Toronto time) on July 15, 2025.

Meeting Details

The Meeting will be held in a virtual-only meeting format on July 17, 2025, at 10:00 a.m. (Toronto time) via audio webcast at http://meetnow.global/M9UKYUU.

Shareholder Questions & Voting Assistance

Securityholders who have questions about voting their Shares and Brokers Warrants, or require assistance, may contact Morrow Sodali (Canada) Ltd., WonderFi's proxy solicitation agent and Securityholder communications advisor, as follows:

Morrow Sodali (Canada) Ltd.
Toll Free: 1.888.777.0836 (for Securityholders in North America)
International: 1.289.695.3075 (for Securityholders outside North America) 
By Email: assistance@investor.sodali.com

About WonderFi

WonderFi is a global leader in centralized and decentralized financial services and products.

With over $1.7 billion in client assets under custody, WonderFi's regulated trading platforms are well-positioned to service crypto participants on a global scale with trading, payments and decentralized products, including purpose-built blockchains and non-custodial wallet applications.

Designed to provide investors with diversified investment exposure across the global digital asset ecosystem, the Company has a proven track record of launching new products and obtaining registrations. It is also the owner of market-leading brands, including Bitbuy, Coinsquare, Smartpay and Bitcoin.ca.

As the world continues to move on-chain, WonderFi is strategically placed to capture both market and wallet share through ongoing innovation within the digital asset space.

For more information, visit www.wonder.fi.

Forward-Looking Information and Statements

This press release contains certain "forward-looking information" and "forward-looking statements" 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 Technologies Inc. ("WonderFi" or the "Company") regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control, including, specifically, the entering into of definitive agreements in respect of the partnership, the receipt of regulatory approvals in respect thereof, the timing of launch and the expected benefits of the partnership. 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. 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 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 press release, the Company has made certain assumptions, including the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and securityholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Arrangement, and other expectations and assumptions concerning the proposed Arrangement. The anticipated dates indicated may change for a number of reasons, including the necessary regulatory, securityholder and court approvals, the necessity to extend the time limits for satisfying the other conditions for the completion of the proposed Arrangement. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking financial information and statements are the following: the failure of the parties to obtain the necessary securityholder, regulatory and court approvals or to otherwise satisfy the conditions for the completion of the Arrangement in a timely manner. Failure to obtain the necessary securityholder, regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions for the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms or at all. These risks are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. 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. The impact of any one assumption, risk, uncertainty, or other factor on a particular forward-looking statement cannot be determined with certainty because they are interdependent and the Company's future decisions and actions will depend on management's assessment of all information at the relevant time. A more fulsome description of risk factors that may impact 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 March 31, 2025, available on its SEDAR+ profile at 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. The 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. 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. All financial amounts referenced herein are in Canadian dollars unless otherwise expressly identified.

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