Blockchain Foundry Obtains Final Order Approving Arrangement with WonderFi
03 November 2022 - 12:57AM
Blockchain Foundry Inc. (“
BCF” or the
“
Company”) (CSE: BCFN), a leading North American
blockchain development firm, is pleased to announce that the
Company has obtained a final order of the Supreme Court of British
Columbia approving the previously announced plan of arrangement
under the Business Corporations Act (British Columbia) (the
“
Arrangement”), pursuant to which WonderFi
Technologies Inc. (TSX:WNDR) (“
WonderFi”) will
acquire all of the issued and outstanding common shares (the
“
Shares”) of the Company. Pursuant to the
Arrangement, each shareholder of the Company will receive, for each
Share held, 0.2155 of a common share of WonderFi, subject to
holdback for a customary working capital adjustment, as more
particularly set out in the Company’s management information
circular in connection with the BCF shareholders meeting held on
October 31, 2022, which can be found on the Company’s SEDAR profile
at www.sedar.com.
Closing of the Arrangement remains subject to
certain customary closing conditions. Assuming the satisfaction of
these closing conditions, the Arrangement is expected to close on
or about November 7, 2022. It is anticipated that the Shares will
be delisted from the Canadian Securities Exchange following
completion of the Arrangement.
Additional Information
For additional information, please contact:
Blockchain Foundry Inc.Dan
WasylukChief Executive Officer(647)
792-8782dwasyluk@blockchainfoundry.com
About BCF
BCF develops and commercializes blockchain-based
business and consumer solutions, with a focus on infrastructure for
digital assets and NFTs. BCF also provides blockchain consulting
services to corporate clients.
About WonderFi
WonderFi is a leading technology company with
the mission of creating better, unified access to digital assets
through centralized and decentralized platforms. WonderFi's
executive team and Board of Directors have an established track
record in finance and crypto, with previous experience at Amazon,
Shopify, PayPal, Galaxy Digital and Hut 8. WonderFi's core team of
engineers and technologists believe that everyone should have equal
access to finance, and are aligned in the mission to empower people
around the world to access finance in a simple, smart and secure
way. For more information, visit www.wonder.fi.
Forward-Looking Information
This press release contains certain
"forward-looking information" 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 and applicable Canadian
securities legislation. Such forward-looking information and
forward-looking statements are not representative of historical
facts or information or current condition, but instead represent
only the Company's beliefs 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", "estimated", 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: WonderFi’s and BCF’s
ability to complete the proposed Arrangement; WonderFi’s and BCF’s
ability to secure the necessary legal and regulatory approvals,
required to complete the Arrangement; WonderFi’s ability to achieve
the synergies expected as a result of the Arrangement; BCF’s
ability to meet the working capital target and the adjustment to
the consideration payable to BCF shareholders pursuant to the
proposed Arrangement; material adverse changes in general economic,
business and political conditions, including changes in the
financial markets, changes in applicable laws, and compliance with
extensive government regulation. 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.
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 values stated in this release are
in Canadian dollars.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
described herein in the United States. The securities described
herein have not been registered under the United States Securities
Act of 1933, as amended (the “U.S. Securities Act”), or any state
securities law and may not be offered or sold in the “United
States”, as such term is defined in Regulation S promulgated under
the U.S. Securities Act, unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration requirements is available.
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