WonderFi Announces Extension of Outside Date for Robinhood Transaction

Rhea-AI Summary

WonderFi (OTCQB:WONDF | TSX:WNDR) said Robinhood Markets (NASDAQ:HOOD) exercised its right to extend the outside date for its indirect acquisition of WonderFi shares to December 19, 2025.

WonderFi noted integration enhancements require additional development work and regulatory approval and now anticipates the Transaction will close in the first half of 2026, subject to satisfaction or waiver of remaining conditions in the May 12, 2025 arrangement agreement. The parties are discussing an amendment that could further extend the outside date to allow more time to close.

Positive

• Outside date formally extended to December 19, 2025
• Company now signals close window of first half of 2026
• Parties are discussing an amendment to allow further time

Negative

• Transaction delayed due to additional development work
• Regulatory approval required before closing
• Potential for further outside-date extension if amendment agreed

Toronto, Ontario--(Newsfile Corp. - November 10, 2025) - WonderFi Technologies Inc. (TSX: WNDR) (OTCQB: WONDF) (WKN: A3C166) ("WonderFi" or the "Company"), today announced that Robinhood Markets, Inc. (NASDAQ: HOOD) ("Robinhood") has exercised its right to extend the outside date for completion of its indirect acquisition of all of the issued and outstanding common shares in the capital of WonderFi (the "Transaction"). The new outside date for the Transaction is December 19, 2025.

As previously disclosed, WonderFi and Robinhood have advanced planning for post-closing integration to facilitate Robinhood's deployment of its proprietary technology. Due to the fact that certain of the integration enhancements require additional development work and regulatory approval, WonderFi anticipates that the Transaction will close in the first half of 2026, subject to the satisfaction or waiver of the remaining conditions to closing of the Transaction as set forth in the arrangement agreement dated May 12, 2025 (the "Arrangement Agreement"). The parties are discussing an amendment to the Arrangement Agreement that WonderFi expects will, subject to final agreement, further extend the outside date of the Transaction to allow for the additional time required to close the Transaction.

About WonderFi

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

With over $1.9 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, 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.

Additional Information

For additional information, please contact:
Media / Investor Relations
Charlie Aikenhead
WonderFi
Invest@wonder.fi

Forward-Looking Information and Statements

This press release contains certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable Canadian securities legislation. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. Forward-looking statements include, without limitation, statements regarding: the anticipated acquisition by Robinhood of all of the issued and outstanding common shares in the capital of WonderFi, Robinhood's deployment of its proprietary technology upon closing, the effect of an amendment to the Arrangement Agreement, and required regulatory approvals and the timing of closing.

The forward-looking information is based on management's opinions, estimates and assumptions. While these opinions, estimates and assumptions are considered by the Company to be appropriate and reasonable in the circumstances as of the date of this press release, they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information. These risks and uncertainties include, but are not limited to: the Company and Robinhood not coming to agreement in respect of an amendment to the Arrangement Agreement, the risk, if the parties are able to come to an agreement in respect of an amendment to the Arrangement Agreement, of the parties being unable to complete, in a timely manner, pre-closing integration work or not receiving the necessary regulatory approvals to allow the Transaction to close; the risk that the parties are unable to satisfy, in a timely manner, the other conditions for the completion of the Transaction, and the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated.

In connection with the forward-looking information contained in this press release, the Company has made certain assumptions, including that none of the risks identified above materialize, there are no unforeseen changes to economic and market conditions, no significant events occur outside the ordinary course of business and other expectations and assumptions concerning the Transaction.

If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. 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. 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 or the Transaction are set out in the Company's management information circular dated June 13, 2025, and its most recent annual information form and management's discussion and analysis and financial statements, which are available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents the Company's expectations as of the date specified herein, and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information or to publicly announce the results of any revisions to any of those statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/273783

FAQ

What new outside date did WonderFi announce for the Robinhood (HOOD) acquisition?

WonderFi announced the outside date for the Transaction is December 19, 2025.

When does WonderFi now expect the Robinhood (HOOD) transaction to close?

WonderFi anticipates the Transaction will close in the first half of 2026, subject to remaining conditions.

Why was the WonderFi and Robinhood (HOOD) closing timeline extended?

Because certain integration enhancements require additional development work and regulatory approval.

Is WonderFi negotiating further changes to the arrangement agreement with Robinhood (HOOD)?

Yes, the parties are discussing an amendment that could further extend the outside date to allow additional time to close.

Does the December 19, 2025 outside date guarantee the WonderFi deal will close by then?

No; the outside date is a contractual deadline and the parties may further extend it subject to agreement.