WonderFi Enters into Cooperation Agreement with KAOS Capital

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WonderFi Technologies Inc. has entered into a cooperation agreement with KAOS Capital , resulting in changes to its Board of Directors and annual meeting date. The Agreement will see nine director nominees standing for election at the upcoming Annual Meeting on May 24, 2024, with a focus on long-term value creation for shareholders. Additionally, Mogo Inc. has agreed to a managed divestiture program and a modified voting support agreement, aligning with WonderFi's strategy. The Company is optimistic about future growth and profitability opportunities in the crypto and digital assets market.

WonderFi Technologies Inc. ha stipulato un accordo di cooperazione con KAOS Capital, che ha portato a cambiamenti nel suo Consiglio di Amministrazione e nella data dell'assemblea annuale. L'accordo prevede che nove candidati al consiglio si presentino per l'elezione nella prossima Assemblea Annuale prevista per il 24 maggio 2024, con un focus sulla creazione di valore a lungo termine per gli azionisti. Inoltre, Mogo Inc. ha concordato un programma di disinvestimento gestito e un accordo di supporto al voto modificato, in linea con la strategia di WonderFi. La società è ottimista riguardo alle future opportunità di crescita e profitto nel mercato delle cripto e degli asset digitali.
WonderFi Technologies Inc. ha firmado un acuerdo de cooperación con KAOS Capital, resultando en cambios en su Junta Directiva y la fecha de su reunión anual. El acuerdo contempla que nueve nominados a director se presenten para elección en la próxima Reunión Anual el 24 de mayo de 2024, con un enfoque en la creación de valor a largo plazo para los accionistas. Adicionalmente, Mogo Inc. ha acordado un programa de desinversión gestionada y un acuerdo de apoyo de voto modificado, alineado con la estrategia de WonderFi. La compañía se muestra optimista sobre las futuras oportunidades de crecimiento y rentabilidad en el mercado de criptoactivos y activos digitales.
WonderFi Technologies Inc.는 KAOS Capital과 협력 계약을 체결하였으며, 이는 이사회 및 연례 회의 날짜 변경으로 이어졌습니다. 이 계약에 따라 2024년 5월 24일에 예정된 차기 연례 회의에서 선출될 9명의 이사 후보가 등장하게 되며, 주주들을 위한 장기적 가치 창출에 초점을 맞출 것입니다. 추가적으로 Mogo Inc.는 관리되는 매각 프로그램과 수정된 투표 지지 협약에 동의했으며, 이는 WonderFi의 전략과 일치합니다. 회사는 암호화폐 및 디지털 자산 시장에서의 미래 성장 및 수익 창출 기회에 대해 낙관적입니다.
WonderFi Technologies Inc. a conclu un accord de coopération avec KAOS Capital, entraînant des modifications dans son Conseil d'Administration et la date de son assemblée annuelle. L'accord prévoit que neuf nominés au conseil d'administration soient présentés pour élection lors de la prochaine Assemblée annuelle prévue pour le 24 mai 2024, avec un accent mis sur la création de valeur à long terme pour les actionnaires. De plus, Mogo Inc. a accepté un programme de cession gérée et un accord de soutien au vote modifié, conformément à la stratégie de WonderFi. L'entreprise se montre optimiste quant aux opportunités de croissance et de rentabilité futures sur le marché des crypto-monnaies et des actifs numériques.
WonderFi Technologies Inc. hat eine Kooperationsvereinbarung mit KAOS Capital abgeschlossen, die zu Änderungen im Vorstand und dem Termin der Jahreshauptversammlung geführt hat. Die Vereinbarung sieht vor, dass bei der kommenden Jahreshauptversammlung am 24. Mai 2024 neun Direktorkandidaten zur Wahl stehen werden, mit einem Fokus auf langfristige Wertschöpfung für die Aktionäre. Zusätzlich hat Mogo Inc. einem verwalteten Veräußerungsprogramm und einer modifizierten Stimmrechtsstützungsvereinbarung zugestimmt, was mit der Strategie von WonderFi übereinstimmt. Das Unternehmen ist optimistisch in Bezug auf zukünftige Wachstums- und Gewinnchancen auf dem Markt für Krypto- und digitale Vermögenswerte.
  • Strong financial performance and future growth opportunities position WonderFi well for value creation.

  • Agreement with KAOS Capital will bring experienced directors to the Board, supporting company growth and long-term value.

  • Mogo Inc.'s alignment with WonderFi's strategy through a managed divestiture program and modified voting support agreement enhances long-term stability for the company and shareholders.

  • Changes in the Board of Directors may lead to uncertainties in governance and decision-making processes.

  • The need to secure understanding and agreements with various parties suggests potential internal challenges within the company.

  • Potential impacts on shareholder interests and voting rights due to the modified nomination rights and divestiture program.

Annual Meeting Date Moved to May 24, 2024

This news release constitutes "a designated news release" for the purposes of WonderFi Technologies Inc.'s prospectus supplement dated December 23, 2022, to its short form base shelf prospectus dated September 7, 2022.

Toronto, Ontario--(Newsfile Corp. - May 1, 2024) - WonderFi Technologies Inc. (TSX: WNDR) (OTCQB: WONDF) (the "Company" or "WonderFi"), Canada's leading operator of regulated crypto trading platforms and other digital asset businesses, today announced that it has entered into a cooperation agreement (the "Agreement") with Adam Arviv and KAOS Capital Ltd. ("KAOS").

The Company will nominate nine directors mutually agreed upon by WonderFi and KAOS to stand for election at the Company's 2024 annual meeting previously scheduled for May 21, 2024, which will now be held on May 24, 2024 (the "Annual Meeting").

The Company's director nominees are:

  • Dean Skurka
  • Bobby Halpern
  • Noel Biderman
  • Jaime Leverton
  • Justin Hartzman
  • Wendy Rudd
  • Rob Godfrey: KAOS Nominee
  • Igor Gimelshtein: KAOS Nominee
  • Kristin McAlister: Mogo Inc. Director Nominee

"We are pleased to have reached this agreement with KAOS that will ultimately help to drive value for all shareholders," said WonderFi President & CEO, Dean Skurka. "Our nine highly qualified nominees bring an optimal blend of expertise and shareholder perspectives, along with experience in regulated markets and as business builders, that will support WonderFi's long-term growth and value creation. WonderFi is positioned as a market leader in Canada for crypto and digital assets, demonstrated by the successful transformational merger last year and record financial and operational results."

"WonderFi is well positioned to capitalize on its strong financial performance and future opportunities for growth and profitability. We are pleased we were able to reach an agreement with the Company and are supportive of the refreshment of the Board. The selection of the director nominees reflects WonderFi and KAOS' shared vision to drive long-term value for all WonderFi shareholders," commented Adam Arviv, CEO of KAOS.

In connection with the agreement with KAOS, it was essential for the WonderFi Board to secure an understanding with Mogo Inc. ("Mogo") ensuring a strategy that aligns with the long-term interests of the Company and all WonderFi shareholders.

Mogo will maintain its current representation on WonderFi's Board of just one seat, despite seeking additional representation via the dissident slate.

Mogo and WonderFi have entered into a more robust mutual standstill and all IRA holders including Mogo, have consented to a multi-year voting support agreement with modified nomination rights to demonstrate long term stability. The expiration of Mogo's nomination rights is now consistent with all other IRA holders.

Mogo also has agreed to a managed divestiture program pursuant to which it will sell 20 million of its approximately 87 million WonderFi shares.

All of these elements will foster a stable environment for WonderFi to continue to create value for all of its shareholders.

As part of the Agreement, KAOS has agreed to standstill, voting, non-disparagement, and other customary conditions.

The Company intends to file its Management Information Circular (the "Circular") with the Canadian Securities Administrators on SEDAR+ under the Company's profile at and will be mailing copies of the Circular and applicable related Annual Meeting materials (collectively, the "Meeting Materials") to Shareholders of record as of March 25, 2024. The Circular will provide important information on the business of the Annual Meeting, including WonderFi's Board, as well as related matters such as voting procedures and how to attend the Annual Meeting. Shareholders are urged to read the Circular carefully and in its entirety. The Circular will also be available on WonderFi's website at

Cassels Brock & Blackwell, LLP is the Company's legal advisor, Goodmans LLP is acting as the Special Committee's independent legal advisor. WonderFi has retained Morrow Sodali (Canada) Ltd. as its shareholder services advisor, and Gagnier Communications LLC as its strategic communications advisor.

Bennett Jones LLP acted as KAOS' legal advisor, Canaccord Genuity Corp. as its financial advisor and Kingsdale Advisors as its strategic shareholder and communications advisor.

About WonderFi
WonderFi owns and operates Bitbuy and Coinsquare, two leading domestic crypto platforms with strongholds in the Canadian market; WonderFi operates Internationally through its expansion in Australia, as well as through Smartpay, its global crypto payments platform.

With a collective user base of over 1.7 million registered Canadians and a combined assets under custody exceeding $1.5 billion, WonderFi serves one of the largest crypto investor communities in Canada.

For more information, visit

Additional Information
For additional information, please contact:

Investor Relations
Charlie Aikenhead

Riyaz Lalani & Dan Gagnier
Gagnier Communications
(416) 305-1459

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. 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, 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 press release, 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 potential impact of the announcement or consummation of the transaction on relationships, including with regulatory bodies, employees, suppliers, customers, competitors and other key stakeholders; and material adverse changes in general economic, business and political conditions, including changes in the financial markets and compliance with extensive government regulation. 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 December 31, 2023, available on its SEDAR+ profile at

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.

The Toronto Stock Exchange has not approved or disapproved of the information contained in this release.

To view the source version of this press release, please visit


What is WonderFi Technologies Inc.'s stock symbol?

WonderFi Technologies Inc.'s stock symbol is WONDF.

When is WonderFi Technologies Inc.'s 2024 annual meeting scheduled?

WonderFi Technologies Inc.'s 2024 annual meeting is now scheduled for May 24, 2024.

Who are some of the director nominees for WonderFi Technologies Inc.'s Board?

Some of the director nominees are Dean Skurka, Bobby Halpern, Noel Biderman, Jaime Leverton, Justin Hartzman, Wendy Rudd, Rob Godfrey, Igor Gimelshtein, and Kristin McAlister.

What is the significance of the cooperation agreement with KAOS Capital ?

The cooperation agreement will bring changes to WonderFi Technologies Inc.'s Board of Directors and aims to drive long-term value creation for shareholders.

What is the purpose of Mogo Inc.'s involvement in the agreement?

Mogo Inc. will maintain one seat on WonderFi Technologies Inc.'s Board and has agreed to a managed divestiture program and modified voting support agreement, aligning with the company's interests.

WonderFi Technologies Inc.


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