WonderFi Provides Update on Robinhood Transaction

Rhea-AI Summary

WonderFi (TSX: WNDR / OTCQB: WONDF) provided an update on its previously announced Arrangement under which Robinhood Markets (NASDAQ: HOOD) will indirectly acquire all issued and outstanding common shares of WonderFi.

The companies are advancing post‑closing integration planning, but certain integration enhancements require additional development work and regulatory approval, so WonderFi now anticipates the Arrangement will close in the first half of 2026, subject to satisfaction or waiver of remaining closing conditions in the May 12, 2025 arrangement agreement.

Previously obtained approvals include shareholder and warrant holder approvals, a no‑action letter from the Canadian Competition Bureau, and a final order from the Supreme Court of British Columbia. WonderFi said it will provide further updates as required by securities laws.

Positive

• Final court approval obtained from Supreme Court of British Columbia
• Shareholder and warrant holder approvals secured
• No‑action letter received from Canadian Competition Bureau
• Definitive Arrangement provides clear buyer: Robinhood (NASDAQ: HOOD)

Negative

• Closing delayed to first half of 2026 due to additional development needs
• Integration enhancements require regulatory approval, risking further timing uncertainty

Toronto, Ontario--(Newsfile Corp. - October 27, 2025) - WonderFi Technologies Inc. (TSX: WNDR) (OTCQB: WONDF) (WKN: A3C166) ("WonderFi" or the "Company"), today provided an update on the Company's previously announced transaction (the "Arrangement") pursuant to which, among other things, Robinhood Markets, Inc. (NASDAQ: HOOD) ("Robinhood") will indirectly acquire all of the issued and outstanding common shares in the capital of WonderFi.

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 Arrangement will close in the first half of 2026, subject to the satisfaction or waiver of the remaining conditions to closing of the Arrangement as set forth in the arrangement agreement dated May 12, 2025.

"We are pleased with our active collaboration with Robinhood to make its game changing proprietary technology available to our customers. We remain committed to completing this transaction as soon as possible and are working expeditiously to do so," said Dean Skurka, CEO, WonderFi.

As previously disclosed, WonderFi has obtained shareholder and warrant holder approvals, a no-action letter from the Canadian Competition Bureau, and a final order from the Supreme Court of British Columbia approving the Arrangement.

WonderFi will provide further updates when required by applicable securities laws.

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, 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 risk of the Company not receiving, in a timely manner and on satisfactory terms, the necessary regulatory approvals; the risk that the parties are unable to satisfy, in a timely manner, the other conditions for the completion of the Arrangement and the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated; and the risk that the parties are unable to complete, in a timely manner, pre-closing integration work.

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 proposed Arrangement.

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 is set out in its most recent annual information form and management's discussion and analysis and financial statements, available on its 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/272003

FAQ

When will the Robinhood acquisition of WonderFi (WONDF) close?

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

What approvals has WonderFi (WONDF) already received for the Robinhood transaction?

WonderFi obtained shareholder and warrant holder approvals, a no‑action letter from the Canadian Competition Bureau, and a final order from the Supreme Court of British Columbia.

Why was the WonderFi (WONDF) transaction with Robinhood delayed to H1 2026?

The companies said certain post‑closing integration enhancements require additional development work and regulatory approval, prompting the timing update.

Will WonderFi (WONDF) provide more updates about the Robinhood Arrangement?

Yes. WonderFi stated it will provide further updates when required by applicable securities laws.

Does the Arrangement specify what Robinhood will deploy after buying WonderFi (WONDF)?

WonderFi said Robinhood will deploy its proprietary technology to WonderFi customers as part of post‑closing integration planning.