WonderFi Technologies Inc.
Interim Condensed Consolidated Financial Statements
(Unaudited)
For the Three and Six Months Ended June 30, 2023 and 2022
NOTICE OF NO AUDITOR REVIEW OF JUNE 30, 2022 COMPARATIVE
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Under National Instrument 51-102, if an auditor has not performed a review of the interim condensed consolidated financial statements required to be filed, they must be accompanied by a notice indicating that the interim condensed consolidated financial statements have not been reviewed by an auditor.
The accompanying interim condensed consolidated financial statements of WonderFi Technologies Inc. (the "Company" or "WonderFi") have been prepared by management and approved by the Audit Committee and Board of Directors of WonderFi.
The Company's independent auditors have not performed a review of the interim condensed consolidated financial statements for the three and six ended June 30, 2022 in accordance with the standards established by the Charted Professional Accountants of Canada for a review of interim condensed consolidated financial statements by an entity's auditors.
The Company's independent auditors have performed a review of the interim condensed consolidated financial statements for the three and six ended June 30, 2023 in accordance with the standards established by the Charted Professional Accountants of Canada for a review of interim condensed consolidated financial statements by an entity's auditors.
![]() | Interim Condensed Consolidated Statements of Financial Position |
Note | June 30, 2023 | December 31, 2022 | |||||||
Assets | |||||||||
Current assets | |||||||||
Cash and cash equivalents | 6 | 6,500,528 | 10,251,697 | ||||||
Cash collateral deposited | - | 1,218,000 | |||||||
Trade and other receivables | 2,637,248 | 2,390,495 | |||||||
Prepaid expenses | 826,921 | 1,552,966 | |||||||
Digital assets | 7 | - | 664,092 | ||||||
Digital asset inventory | 8 | 869,207 | 1,543,318 | ||||||
Client custodial cash | 9 | 37,612,170 | 38,200,775 | ||||||
Client digital assets (1) | 10 | 270,664,321 | 161,015,890 | ||||||
Loan receivable | 11 | 331,956 | 350,855 | ||||||
Income tax credit receivable | 599,913 | 77,757 | |||||||
Total current assets | 320,042,264 | 217,265,845 | |||||||
Investments | 12 | 525,919 | 536,858 | ||||||
Property and equipment | 274,942 | 432,035 | |||||||
Right-of-use assets | 13 | 338,406 | 229,095 | ||||||
Intangible assets | 14 | 37,786,355 | 41,992,736 | ||||||
Total assets | 358,967,886 | 260,456,569 | |||||||
Liabilities | |||||||||
Current liabilities | |||||||||
Trade and other payables | 8,287,064 | 10,018,806 | |||||||
Current portion of lease liabilities | 13 | 225,318 | 234,388 | ||||||
Loan payable | 15 | - | 843,776 | ||||||
Client custodial cash liabilities | 9 | 37,612,170 | 38,200,775 | ||||||
Client digital assets liabilities (2) | 10 | 270,664,321 | 161,015,890 | ||||||
Current portion of long-term debt | 69,987 | - | |||||||
Total current liabilities | 316,858,860 | 210,313,635 | |||||||
Deferred tax liabilities | 3,026,874 | 4,069,280 | |||||||
Warrant liabilities | 17 | 2,210,020 | 880,966 | ||||||
Lease liabilities | 13 | 118,506 | - | ||||||
Long-term debt | - | 69,987 | |||||||
Total liabilities | 322,214,260 | 215,333,868 | |||||||
Shareholders' equity | |||||||||
Share capital | 18 | 213,681,871 | 209,164,509 | ||||||
Contributed surplus | 11,410,477 | 13,186,890 | |||||||
Subscriptions receivable | - | (12,500 | ) | ||||||
Deficit | (188,338,722 | ) | (177,216,198 | ) | |||||
Total shareholders' equity | 36,753,626 | 45,122,701 | |||||||
Total shareholders' equity and liabilities | 358,967,886 | 260,456,569 |
______________________________________ |
(1) safeguarding assets |
(2) safeguarding liabilities |
![]() | Interim Condensed Consolidated Statements of Loss and Comprehensive Loss |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
Note | 2023 | 2022 | 2023 | 2022 | |||||||||
Revenue | 2,977,711 | 2,896,274 | 5,446,995 | 3,150,253 | |||||||||
Expenses | |||||||||||||
Salaries and wages | 2,149,624 | 2,468,684 | 5,069,047 | 4,144,962 | |||||||||
Bank and transaction fees | 576,051 | 637,361 | 1,052,313 | 755,007 | |||||||||
Marketing | 435,526 | 1,617,772 | 765,040 | 3,090,147 | |||||||||
Professional and consulting fees | 1,884,717 | 4,201,901 | 5,079,785 | 11,527,752 | |||||||||
Software licenses | 968,305 | 594,203 | 1,778,451 | 638,849 | |||||||||
Depreciation and amortization | 2,698,646 | 1,630,363 | 4,454,421 | 1,752,843 | |||||||||
Share-based payments | 18 | (1,889,302 | ) | 2,475,510 | (1,319,572 | ) | 4,999,803 | ||||||
General and administrative expenses | 737,308 | 1,324,301 | 1,441,349 | 1,655,337 | |||||||||
Compliance fees | 349,583 | 185,711 | 795,430 | 193,752 | |||||||||
Operating loss | (4,932,747 | ) | (12,239,532 | ) | (13,669,269 | ) | (25,608,199 | ) | |||||
Other (gain) loss | |||||||||||||
Revaluation of digital asset inventory | 10,673 | 2,049,825 | (639,554 | ) | 1,921,913 | ||||||||
Revaluation of digital assets | 7 | - | 5,485,650 | (286,633 | ) | 5,210,288 | |||||||
Finance income | (192,497 | ) | (15,265 | ) | (264,722 | ) | (35,036 | ) | |||||
Finance expense | 6,129 | 5,957 | 12,674 | 5,957 | |||||||||
Changes in fair value of warrant liabilities | 17 | (217,446 | ) | (4,299,967 | ) | (59,466 | ) | (6,802,035 | ) | ||||
Share issuance cost | - | - | 149,324 | 233,038 | |||||||||
Foreign exchange | 20,123 | (76,066 | ) | 85,011 | 195,245 | ||||||||
Disposal of digital assets | 7 | 19,887 | 992,825 | 19,887 | 994,613 | ||||||||
Loss on disposal of property and equipment | 1,296 | - | 1,296 | - | |||||||||
Net loss before income taxes | (4,580,912 | ) | (16,382,491 | ) | (12,687,086 | ) | (27,332,182 | ) | |||||
Income tax recovery | (522,156 | ) | 114,460 | (522,156 | ) | 114,460 | |||||||
Deferred tax recovery | (565,703 | ) | - | (1,042,406 | ) | - | |||||||
Net loss for the period | (3,493,053 | ) | (16,496,951 | ) | (11,122,524 | ) | (27,446,642 | ) | |||||
Net loss per share: | |||||||||||||
Basic and fully diluted | 22 | (0.01 | ) | (0.10 | ) | (0.05 | ) | (0.21 | ) | ||||
Weighted average number of common shares outstanding: | |||||||||||||
Basic and fully diluted | 22 | 241,977,310 | 169,324,350 | 236,216,707 | 132,617,498 |
![]() | Interim Condensed Consolidated Statements of Changes in Shareholder's Equity |
Note(s) | Number of common shares | Share capital ($) | Subscriptions receivable ($) | Contributed surplus ($) | Deficit ($) | Total shareholders' equity ($) | |||||||||||||
Balance as of December 31, 2022 | 214,637,855 | 209,164,509 | (12,500 | ) | 13,186,890 | (177,216,198 | ) | 45,122,701 | |||||||||||
Private placements | 18 | 22,800,000 | 3,627,480 | - | - | - | 3,627,480 | ||||||||||||
Share issuance cost | 18 | - | (390,106 | ) | - | 170,863 | - | (219,243 | ) | ||||||||||
Shares issued for services | 18 | 1,344,000 | 202,036 | 12,500 | (12,500 | ) | - | 202,036 | |||||||||||
Restricted shares issued | 18 | 2,867,279 | 615,204 | - | (615,204 | ) | - | - | |||||||||||
Share-based payments | 18 | - | - | - | (1,319,572 | ) | - | (1,319,572 | ) | ||||||||||
Shares issued for Business Combinations | 18 | 1,746,289 | 462,748 | - | - | - | 462,748 | ||||||||||||
Net loss for the period | - | - | - | - | (11,122,524 | ) | (11,122,524 | ) | |||||||||||
Balance as of June 30, 2023 | 243,395,423 | 213,681,871 | - | 11,410,477 | (188,338,722 | ) | 36,753,626 | ||||||||||||
Balance as of December 31, 2021 | 76,365,823 | 48,917,646 | (12,500 | ) | 3,506,944 | (11,333,931 | ) | 41,078,159 | |||||||||||
Private placements | 18 | 18,750,000 | 42,187,500 | - | - | - | 42,187,500 | ||||||||||||
Share issuance cost | 18 | - | (3,488,214 | ) | - | 345,816 | - | (3,142,398 | ) | ||||||||||
Shares issued for services | 18 | 3,757,321 | 5,126,465 | - | - | - | 5,126,465 | ||||||||||||
Shares issued for options exercised | 18 | 379,717 | 340,590 | - | (216,870 | ) | - | 123,720 | |||||||||||
Shares issued for warrants exercised | 18 | 6,800 | 143,655 | - | (136,855 | ) | - | 6,800 | |||||||||||
Restricted shares issued | 18 | 74,166 | 59,507 | - | (59,507 | ) | - | - | |||||||||||
Shares repurchased | 18 | (4,008,300 | ) | (5,147,641 | ) | - | - | - | (5,147,641 | ) | |||||||||
Shares issued for Business Combinations | 5, 18 | 66,640,584 | 96,628,847 | - | 214,409 | - | 96,843,256 | ||||||||||||
Shares issued to settle contingent liabilities | 18 | 1,708,733 | 2,477,633 | - | - | - | 2,477,633 | ||||||||||||
Share-based payments | 18 | - | - | - | 4,999,803 | - | 4,999,803 | ||||||||||||
Net loss for the period | - | - | - | - | (27,446,642 | ) | (27,446,642 | ) | |||||||||||
Balance as of June 30, 2022 | 163,674,844 | 187,245,988 | (12,500 | ) | 8,653,740 | (38,780,573 | ) | 157,106,655 |
![]() | Interim Condensed Consolidated Statements of Cash Flows |
Six Months Ended June 30, | |||||||||
Note | 2023 | 2022 | |||||||
Operating activities | |||||||||
Net loss for the period | (11,122,524 | ) | (27,446,642 | ) | |||||
Changes in non-cash operating items | |||||||||
Depreciation and amortization | 4,454,421 | 1,752,843 | |||||||
Share-based payments | 18 | (1,319,572 | ) | 4,999,803 | |||||
Shares issued for services | 18 | 202,036 | 5,126,465 | ||||||
Share issuance cost | 18 | 149,324 | 233,038 | ||||||
Loss (gain) on revaluation of digital assets | (286,633 | ) | 5,210,288 | ||||||
Loss (gain) on disposal of digital assets | 19,887 | 994,613 | |||||||
Digital assets proof of staking income | 7 | (14,028 | ) | (19,758 | ) | ||||
Digital assets development expense | 7 | - | 60,293 | ||||||
Revaluation of digital asset inventory | 8 | (639,554 | ) | 1,921,913 | |||||
Loss on disposal of property and equipment | 1,296 | - | |||||||
Changes in fair value of warrant liabilities | 17 | (59,466 | ) | (6,802,035 | ) | ||||
Interest income | (250,694 | ) | (29,079 | ) | |||||
Interest Expense | 12,674 | - | |||||||
Foreign exchange loss (gain) | 85,011 | 195,245 | |||||||
Deferred tax recovery | (1,042,406 | ) | - | ||||||
1,312,296 | 13,643,629 | ||||||||
Changes in working capital items | 19 | 24,882 | 2,281,942 | ||||||
Cash used in operating activities | (9,785,346 | ) | (11,521,071 | ) | |||||
Investing activities | |||||||||
Purchase of property and equipment | (14,756 | ) | (59,181 | ) | |||||
Disposal of property and equipment | 36,770 | - | |||||||
Net cash consideration for business combinations | - | (32,282,562 | ) | ||||||
Loan receivable issued | - | (600,000 | ) | ||||||
Loan receivable collected | 11 | 25,000 | - | ||||||
Interest earned from investments | 46,101 | 1,437 | |||||||
Interest earned on client custodial cash | 196,492 | - | |||||||
Cash collateral withdrawn | 15 | 1,218,000 | - | ||||||
Cash provided by (used in) investing activities | 1,507,607 | (32,940,306 | ) | ||||||
Financing activities | |||||||||
Proceeds from private placements | 18 | 5,016,000 | 40,135,532 | ||||||
Share issuance costs | 18 | (368,567 | ) | (3,378,527 | ) | ||||
Proceeds from options exercised | - | 130,521 | |||||||
Shares repurchased | - | (5,147,641 | ) | ||||||
Repayment of a due to related parties | - | (63,760 | ) | ||||||
Settlement of contingent liability | - | (965,614 | ) | ||||||
Lease payments | (120,863 | ) | (55,013 | ) | |||||
Cash provided by financing activities | 4,526,570 | 30,655,498 | |||||||
Net change in cash | (3,751,169 | ) | (13,805,879 | ) | |||||
Cash and cash equivalents, beginning of period | 10,251,697 | 28,832,056 | |||||||
Cash and cash equivalents, end of period | 6,500,528 | 15,026,177 |
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
1. NATURE OF OPERATIONS
WonderFi commenced operations on January 30, 2021, and was engaged in the development of a technology platform to facilitate investments in the emerging industry of decentralized finance. The Company's common shares trade on the Toronto Stock Exchange ("TSX") under the symbol "WNDR" effective June 22, 2022. The Company was listed on the NEO Exchange prior to the TSX listing. The Company's registered office is located at Suite 250, 780 Beatty Street, Vancouver, British Columbia V6B 2M1.
On March 25, 2022, the Company incorporated a new subsidiary entity Bitbuy Holdings Inc. ("Bitbuy"). Through Bitbuy, the Company completed the acquisition ("Bitbuy Business Combination") of First Ledger Corp., ("FLC"), the parent company of Bitbuy Technologies Inc. and all of its subsidiaries FLC was then immediately amalgamated into Bitbuy. Bitbuy is a leading cryptocurrency platform and the first approved crypto marketplace in Canada. The acquisition of FLC provides the Company with Canada's largest approved crypto marketplace, and one of the fastest growing crypto platforms in Canada.
On July 4th, 2022, the Company acquired Coinberry Limited ("Coinberry"), which is the second licensed crypto asset trading platform in Canada now wholly owned by WonderFi ("Coinberry Business Combination").
On November 9th, 2022, the Company acquired all the issued and outstanding shares of Blockchain Foundry Inc. ("BCF").
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
2. BASIS OF PRESENTATION AND STATEMENT OF COMPLIANCE
Statement of compliance
These interim condensed consolidated financial statements ("interim financial statements") have been prepared in accordance with International Financial Reporting Standards ("IFRS") applicable to the preparation of interim financial statements, being International Accounting Standard ("IAS") 34, Interim Financial Reporting. The disclosures contained in these interim financial statements do not contain all requirements for annual consolidated financial statements and should be read in conjunction with the Company's annual audited consolidated financial statements for the fifteen months ended December 31, 2022. Changes to significant accounting policies have been described in Note 3 of the interim financial statements.
These interim condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 11, 2023.
Basis of presentation and measurement
These interim condensed consolidated financial statements have been prepared on a historical cost basis except for the digital asset inventory, digital assets, client digital assets, investments, client digital assets liabilities and warrant liabilities which are measured at fair value.
Certain comparative figures have been reclassified to conform with the presentation adopted in the current year.
- Segregation of "client custodial cash" and "client digital assets" previously grouped in "client assets"
- Segregation of "client custodial cash liabilities" and "client digital assets liabilities"" previously grouped in "client liabilities"
- Presentation of "Compliance fees" previously grouped in "General and administrative expenses"
Foreign currency translation
The interim condensed consolidated financial statements are presented in Canadian dollars. Items included in the financial statements of each of the Company's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The Company and all of its subsidiaries use the Canadian dollar as their functional currency.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in currencies other than the Company's functional currency are recognized in the consolidated statements of loss and comprehensive loss.
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
Basis of consolidation
These interim condensed consolidated financial statements include accounts of the Company and its wholly-owned subsidiaries, from the date of control, as at June 30, 2023. All intercompany balances and transactions have been eliminated upon consolidation.
Subsidiaries |
| Jurisdiction |
| Ownership |
| Functional Currency |
Bitbuy Gaming Inc. |
| Canada |
| 100% |
| Canadian Dollar |
Bitbuy Holdings Inc. |
| Canada |
| 100% |
| Canadian Dollar |
Bitbuy Technologies Inc. |
| Canada |
| 100% |
| Canadian Dollar |
Blockchain Markets Inc. |
| Canada |
| 100% |
| Canadian Dollar |
Blockchain Foundry Inc. |
| Canada |
| 100% |
| Canadian Dollar |
Coinberry Limited |
| Canada |
| 100% |
| Canadian Dollar |
Twenty One Digital Inc. |
| Canada |
| 100% |
| Canadian Dollar |
WonderFi Digital Inc. |
| Canada |
| 100% |
| Canadian Dollar |
WonderFi Interactive Ltd. |
| Canada |
| 100% |
| Canadian Dollar |
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Theses interim condensed consolidated financial statements have been prepared in accordance with the accounting policies, critical accounting estimates and judgements adopted in the audited financial statements for the fifteen months ended December 31, 2022. Relevant changes to the Company's significant accounting principles and significant accounting judgments which occurred are as follows:
Client custodial cash and client custodial cash liabilities
Client custodial cash relates to funds deposited and held for the exclusive benefit of customers. The client funds are held in bank accounts with reputable financial institutions which the Company has control over and bears any associated risk. Client custodial cash liabilities represent the obligation to return cash deposits held by customers in their fiat wallets and unsettled fiat deposits and withdrawals. The excess (deficit) of all assets backing client liabilities is for the benefit of the Company and not owed to customers. The Company restricts the use of the cash amounts underlying the client custodial cash liabilities to meet regulatory requirements and classifies the assets as current based on their purpose.
Client digital assets and client digital assets liabilities
Client digital assets and liabilities represent the Company's obligation to safeguard customers' digital assets in digital wallets on the Company's platform. The Company safeguards these assets for customers and is obligated to safeguard them from loss, theft, or other misuse. Client digital assets and liabilities are classified as current assets, as they are regularly traded on exchange platforms globally between willing buyers and sellers, which provide a high degree of liquidity. The excess (deficit) of all assets backing liabilities is for the benefit of the Company and not owned to customers. In accordance with IAS 38, Intangible Assets, client digital assets and liabilities are initially recognized at cost and the revaluation method is used to measure the digital assets in client digital assets subsequently.
Client digital assets and liabilities are measured at fair value using the quoted price on Cryptocompare. The Company believes any price difference amongst the principal market and an aggregated price to be immaterial. Management considers this fair value to be a Level 2 input under IFRS 13, Fair Value Measurement, and the fair value hierarchy, as the price on this source represents an average of quoted prices on multiple digital currency exchanges.
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
4. CRITICAL ACCOUNTNG ESTIMATES AND JUDGMENTS
The preparation of financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in future periods affected.
The estimates and judgments applied in the interim condensed consolidated financial statements, including the key areas of estimation uncertainty, were the same as those applied in WonderFi's audited consolidated financial statements for the fifteen months ended December 31, 2022 unless otherwise stated in Note 4.1.
4.1 CHANGE IN ACCOUNTNG ESTIMATES
Intangible assets resulting from Coinberry Limited business combination
Effective June 14, 2023, as a result of the Ontario Securities Commission issuing a non objection letter for Bitbuy Technologies Inc. to purchase all of the client accounts of Coinberry Limited, the Company prospectively changed its accounting policy for the amortization of technology and brand names acquired in the Coinberry Limited business combination (Note 5). Management's decision was made to reflect the change in the expected pattern of consumption of the future economic benefits embodied in the assets. The original useful life of both assets was estimated as ten years. The carrying amount of the assets will now be estimated to be fully amortized as at July 31, 2023. This change was adopted prospectively and led to an increase in the amortization expense of $911,949 during the three and six month periods ended June 30, 2023.
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
5. BUSINESS COMBINATIONS
Acquisition of First Ledger Corporation
On March 25, 2022, the Company completed the acquisition of First Ledger Corporation ("FLC") by purchasing all of the issued and outstanding shares of the entity and FLC was subsequently amalgamated into Bitbuy. FLC is the parent company of Bitbuy Technologies Inc., Canada's first approved crypto marketplace. The acquisition was completed to expand the product line of the Company to create an innovative experience for our clients, and is a globally competitive platform. On March 25, 2022, pursuant to the purchase agreement, the Company paid $37,658,961 cash and issued 66,640,584 common shares to FLC shareholders at the closing market price of WonderFi's common shares on March 25, 2022.
The acquisition of FLC by the Company has been accounted for as a business combination. The assets acquired from the acquisition are to be recorded at their estimated fair values in accordance with IFRS 3, Business Combination. IFRS 3 allows for a measurement period, which shall not exceed one year from the acquisition date, in which the Company may gather the information necessary to record the acquisition in accordance with IFRS 3. As at December 31, 2022, the Company has finalized the purchase price allocation for the acquisition.
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
The allocation of purchase consideration is as follows:
March 24, 2022 | |||
Assets acquired: | |||
Cash and cash equivalents | 5,376,398 | ||
Prepaid expenses | 571,570 | ||
Sales taxes receivable | 1,140,806 | ||
Income taxes receivable | 281,738 | ||
Digital asset inventory | 2,771,481 | ||
Digital assets | 1,451,334 | ||
Client custodial cash | 38,971,965 | ||
Client digital assets | 356,809,926 | ||
Investment | 49,500 | ||
Property and equipment | 360,193 | ||
Right-of-use assets | 403,429 | ||
Customer relationships | 30,923,000 | ||
Brand | 3,718,000 | ||
Technology | 13,124,000 | ||
455,953,340 | |||
Liabilities assumed: | |||
Trade and other payables | 9,652,082 | ||
Client custodial cash liabilities | 38,971,965 | ||
Client digital assets liabilities | 356,809,926 | ||
Contingent Liability | 3,443,277 | ||
Lease liability | 403,429 | ||
Convertible note payable to WonderFi | 5,000,000 | ||
Deferred tax liabilities | 7,164,524 | ||
421,445,203 | |||
Net assets acquired | 34,508,137 | ||
Consideration | 134,502,216 | ||
Goodwill | 99,994,079 | ||
The consideration consists of the following components: | |||
Cash | 37,658,961 | ||
Share consideration | 96,628,847 | ||
Stock options consideration | 151,815 | ||
Warrants consideration | 62,593 | ||
134,502,216 |
As part of the transaction, the Company replaced the existing stock options and warrants of Bitbuy with those of the Company. The fair value of Bitbuy options already vested as of the date of the acquisition has been incorporated in the purchase price consideration.
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
The following assumptions were used in the calculation of the fair value of options as per Black-Scholes option pricing model:
| Weighted average assumptions |
Share price at grant date | $4.74 |
Exercise price | $2.40 |
Expected volatility (based on comparable publicly listed entities) | 85% |
Expected life | 2 |
Expected dividends | Nil |
Risk-free interest rate | 2.33% |
The following assumptions were used in the calculation of the fair value of 92,813 warrants as per Black-Scholes option pricing model:
| Weighted average assumptions |
Share price at grant date | $1.47 |
Exercise price | $1.02 |
Expected volatility (based on comparable publicly listed entities) | 94% |
Expected life | 0.81 |
Expected dividends | Nil |
Risk-free interest rate | 1.67% |
The main factors leading to the recognition of goodwill are the presence of certain intangible assets, such as assembled workforce, which do not qualify for separate recognition, and the fact that additional value is generated through the collective use of the acquired assets rather than individually. Goodwill is not expected to be deductible for tax purposes and is included in the CeFi segment.
During the fifteen months ended December 31, 2022, FLC contributed $7,646,671 to the Company's revenue and incurred a loss of $118,768,629 to total comprehensive loss since the acquisition date. Included in the loss during the period is a write off goodwill and intangibles in the amount of respectively $99,994,079 and $8,028,921.
During the fifteen months ended December 31, 2022, the Company paid $2,500,000 in cash and 1,650,683 common shares for a total broker fee of $4,893,490 recorded in professional and consulting fees, and $965,614 cash and 1,708,733 common shares for the contingent liability settlement.
Due to lack of IFRS-specific data prior to the acquisition of FLC, pro-forma revenue and profit or loss of the combined entity during the 15 months period ended December 31, 2022 cannot be determined reliably.
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
Acquisition of Coinberry Limited
On July 4, 2022, the Company completed the acquisition of Coinberry by purchasing all of the issued and outstanding shares of the entity. Coinberry is a technology company that gives Canadians an easy, secure way to buy and sell digital currency. This acquisition was made to further solidify WonderFi as a leader amongst crypto companies in Canada.
Prior to the acquisition on March 1, 2022, WonderFi subscribed for a convertible note in the amount of $1,100,000 with Coinberry bearing an interest rate of 4% per annum. This loan was converted to common shares of Coinberry upon the acquisition. On June 3, 2022, WonderFi entered into a subscription agreement for common shares in the amount of $1,500,000 with Coinberry. The convertible note and subscription agreement provided WonderFi with 8% interest in Coinberry before the acquisition. WonderFi then obtained the remaining 92% interest at the acquisition.
Pursuant to the purchase agreement, the Company issued 25,825,645 common shares to Coinberry shareholders for an aggregate fair value of $13,429,336. The fair value of the common shares has been determined as the closing market price of WonderFi's common shares on July 4, 2022.
The acquisition of Coinberry by the Company has been accounted for as a business combination. The assets acquired from the acquisition are to be recorded at their estimated fair values in accordance with IFRS 3, Business Combination. IFRS 3 allows for a measurement period, which shall not exceed one year from the acquisition date, in which the Company may gather the information necessary to record the acquisition in accordance with IFRS 3. As at December 31, 2022, the Company has finalized the fair value for the acquisition.
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
The allocation of purchase consideration is as follows:
July 3, 2022 | |||
Assets acquired: | |||
Prepaid expenses | 146,497 | ||
Income tax receivable | 77,757 | ||
Client custodial cash | 8,022,802 | ||
Client digital assets | 34,126,495 | ||
Due from related parties | 62,417 | ||
Property and equipment | 132,684 | ||
Customer relationships | 4,427,000 | ||
Brand | 673,000 | ||
Technology | 2,339,000 | ||
50,007,652 | |||
Liabilities assumed: | |||
Trade and other payables | 2,025,447 | ||
Contingent liabilities | 1,612,000 | ||
Client custodial cash liabilities | 8,022,802 | ||
Client digital assets liabilities | 34,126,495 | ||
Long-term debt | 40,000 | ||
Deferred tax liabilities | 315,969 | ||
46,142,713 | |||
Net assets acquired | 3,864,939 | ||
Consideration | 14,602,958 | ||
Goodwill | 10,738,019 | ||
The consideration consists of the following components: | |||
Fair value of previously held interest (a) | 1,173,622 | ||
Share consideration | 13,429,336 | ||
14,602,958 |
(a) Remeasurement at fair value of the 8% interest previously held in Coinberry resulted in recognition of a $1,433,852 loss in earnings. This loss is presented under the statement of loss and comprehensive loss
During the fifteen months ended December 31, 2022, Coinberry contributed $1,441,377 to the Company's revenue and incurred a loss of $12,527,482 to total comprehensive loss since the acquisition date. Included in the loss during the period is a write off goodwill for an amount of $10,738,019.
During the fifteen months ended December 31, 2022, the Company paid 1,275,000 common shares for a total of $663,000 recorded in professional and consulting fees, and 3,100,000 common shares for the contingent liability settlement.
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
Due to lack of IFRS-specific data prior to the acquisition of Coinberry, pro-forma revenue and profit or loss of the combined entity during the 15 months period ended December 31, 2022 cannot be determined reliably.
Acquisition of Blockchain Foundry Inc
On November 7, 2022, the Company completed the acquisition of Blockchain Foundry Inc. ("BCF") by purchasing all of the issued and outstanding shares of the entity. The principal activity of Blockchain Foundry Inc. developing and commercializing blockchain-based business solutions. The acquisition is anticipated to solidify the Company as a Canadian leader in the digital asset space. Pursuant to the purchase agreement, the Company and issued 19,740,846 common shares on November 7, 2022. The fair value of the common shares has been determined as the closing market price of WonderFi's common shares on November 7, 2022.
The acquisition of BCF by the Company has been accounted for as a business combination. The assets acquired from the acquisition are to be recorded at their estimated fair values in accordance with IFRS 3, Business Combination. IFRS 3 allows for a measurement period, which shall not exceed one year from the acquisition date, in which the Company may gather the information necessary to record the acquisition in accordance with IFRS 3.
Final goodwill to be recognized for this acquisition is primarily related to growth expectations, expected future profitability, the substantial skill and expertise of BCF's workforce and expected cost synergies. Goodwill has been allocated to the DeFi segment and is not expected to be deductible for tax purposes.
The net assets acquired recognized in the consolidated financial statements were based on a provisional assessment of BCF's fair value, and the Company is currently evaluating the fair value of the identifiable intangible assets acquired. As management completes its assessment of the fair value of net assets acquired and liabilities assumed, there could be material adjustments to the assets and liabilities.
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
The preliminary allocation of purchase consideration is as follows:
November 7, 2022 | |||
Assets acquired: | |||
Cash and cash equivalent | 5,842,717 | ||
Prepaid expenses | 74,061 | ||
Trade and other receivable | 20,149 | ||
Sales tax recievable | 170,582 | ||
Digital assets | 1,057 | ||
Loan receivables | 27,000 | ||
Property and equipment | 16,295 | ||
Investments | 214,499 | ||
6,366,360 | |||
Liabilities assumed: | |||
Trade and other payables | 690,328 | ||
Long-term debt | 29,679 | ||
720,007 | |||
Net assets acquired | 5,646,354 | ||
Consideration | 7,421,119 | ||
Goodwill | 1,774,766 | ||
The consideration consists of the following components: | |||
Share consideration at closing | 5,231,324 | ||
Holdback share consideration subsequent to the closing date | 462,748 | ||
Stock option consideration | 170,350 | ||
Warrants consideration | 1,556,697 | ||
7,421,119 |
An aggregate of 6,544,840 Consideration Shares is subject to holdback for the working capital adjustment and the holdback shares will be issued, if at all, once the closing working capital is determined between the parties. If the closing working capital is below the target closing working capital amount, WonderFi shall be entitled to reduce the consideration payable to shareholders of BCF by an amount equal to working capital shortfall multiplied by 1.5, which will be satisfied by WonderFi not issuing an equivalent number of holdback shares. The fair value of the holdback consideration has been determined by calculating the working capital adjustment under the terms of the purchase agreement as of November 7th, 2022. On April 10, 2023, WonderFi issued 1,746,289 common shares, totaling $462,748, to the shareholders of BCF to satisfy the holdback consideration pursuant to the terms of the purchase agreement.
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
The following assumptions were used in the calculation of the fair value of options as per Black-Scholes option pricing model:
| Weighted average assumptions |
Share price at grant date | $0.07 |
Exercise price | $0.21 to $0.50 |
Expected volatility (based on comparable publicly listed entities) | 169.9% |
Expected life | between .02 to 4.2 |
Expected dividends | Nil |
Risk-free interest rate | 3.67% |
The following assumptions were used in the calculation of the fair value of 7,915,615 warrants as per Black-Scholes option pricing model:
| Weighted average assumptions |
Share price at grant date | $0.27 |
Exercise price | $2.01 |
Expected volatility (based on comparable publicly listed entities) | 185.0% |
Expected life | 2.95 |
Expected dividends | Nil |
Risk-free interest rate | 4.14% |
During the fifteen months ended December 31, 2022, BCF contributed $nil to the Company's revenue and incurred a loss of $1,906,271 to total comprehensive loss since the acquisition date. Included in the loss during the period is a write off of goodwill for an amount of $1,774,766.
During the fifteen months ended December 31, 2022, the Company incurred $150,000 in professional fees and consulting for the acquisition.
Due to lack of IFRS-specific data prior to the acquisition of Coinberry, pro-forma revenue and profit or loss of the combined entity during the 15 months period ended December 31, 2022 cannot be determined reliably.
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
6. CASH AND CASH EQUIVALENTS
The Company holds cash and cash equivalent as follows:
June 30, 2023 | December 31, 2022 | |||||
Cash | 6,321,895 | 7,047,352 | ||||
Guaranteed Investment Certificate ("GIC") investments | 178,633 | 3,204,345 | ||||
6,500,528 | 10,251,697 |
The GIC investments were entered into on April 8, 2022 and December 30, 2022 with prime less 2.65% and 2.15% interest rate respectively. As at June 30, 2023, the interest rate of the April 8, 2022 and December 30, 2022 GIC investments were 4.30% and 4.80%.
7. DIGITAL ASSETS
The digital assets owned by the Company are intangible assets under IAS 38, Intangible Assets.
June 30, 2023 | December 31, 2022 | |||||||||||
Digital Assets | Units | Amount ($) | Units | Amount ($) | ||||||||
Ethereum (ETH) | - | - | 105.57 | 170,184 | ||||||||
Bitcoin (BTC) | - | - | 20.03 | 446,846 | ||||||||
Matic (Matic) | - | - | 28,034.22 | 43,057 | ||||||||
Others | - | - | - | 4,005 | ||||||||
Balance, end of period | - | 664,092 |
Digital assets held are revalued each reporting period based on the fair market value. Digital assets activity during the six months ended June 30, 2023, and twelve months end December 31, 2022, are as follows:
June 30, 2023 | December 31, 2022 | |||||
Balance, beginning of period | 664,092 | 11,316,736 | ||||
Digital assets received in exchange for share capital | - | 5,000,001 | ||||
Digital assets acquired in business combinations (Note 5) | - | 1,452,391 | ||||
Digital assets earned as part of proof of stake | 14,028 | 34,564 | ||||
Digital assets development expense | - | (60,293 | ) | |||
Digital assets acquired | - | 1,915,249 | ||||
Digital assets sold | (944,866 | ) | (13,715,272 | ) | ||
Gain (loss) on disposal of digital assets | (19,887 | ) | (2,007,916 | ) | ||
Gain (loss) on revaluation of digital assets | 286,633 | (3,271,368 | ) | |||
Balance, end of period | - | 664,092 |
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
8. DIGITAL ASSET INVENTORY
The Company holds digital assets as inventory as follows:
June 30, 2023 | December 31, 2022 | |||||||||||
Units | Amount ($) | Units | Amount ($) | |||||||||
Bitcoin (BTC) | 0.85 | 32,266 | 20.53 | 458,071 | ||||||||
USD Coin (USDC) | 47,649.81 | 58,029 | 190,696.02 | 257,440 | ||||||||
Solana (SOL) | 1,251.53 | 35,995 | - | - | ||||||||
Litecoin (LTC) | 1,454.25 | 201,338 | 1,197.55 | 113,073 | ||||||||
Ethereum (ETH) | - | - | 191.87 | 309,455 | ||||||||
Stellar (XLM) | - | - | 430,131.55 | 49,709 | ||||||||
Others | - | 541,579 | - | 355,570 | ||||||||
Balance, end of period | 869,207 | 1,543,318 |
9. CLIENT CASH ASSETS AND LIABILITIES
June 30, 2023 | December 31, 2022 | |||||
Amount ($CAD) | Amount ($CAD) | |||||
Cash - $CAD | 35,689,482 | 35,241,283 | ||||
Cash - $USD | 1,922,688 | 2,959,492 | ||||
Balance, end of period | 37,612,170 | 38,200,775 |
As at June 30, 2023, the Company held cash and digital assets on behalf of clients. The Company has control over these assets and bears the associated risks.
The cash held on behalf of clients are in separate bank accounts managed by the Company. The cash held enables clients to execute trades involving digital assets.
10. CLIENT DIGITAL ASSETS AND LIABILITIES
June 30, 2023 | December 31, 2022 | |||||||||||
Units | Amount ($) | Units | Amount ($) | |||||||||
Bitcoin (BTC) | 114,221,599.91 | 136,117,069 | 3,357.68 | 74,911,519 | ||||||||
Ethereum (ETH) | 72,809,787.61 | 90,548,217 | 37,443.62 | 60,596,781 | ||||||||
USD Coin (USDC) | 9,158,198.21 | 9,187,256 | - | - | ||||||||
Stellar Lumens (XLM) | 14,042,716.98 | 5,280,093 | 35,341,938.39 | 3,408,361 | ||||||||
Litecoin (LTC) | 3,865,223.34 | 5,085,357 | - | - | ||||||||
Cardano (ADA) | - | - | 8,758,888.08 | 2,914,958 | ||||||||
Solana (SOL) | - | - | 73,398.82 | 773,212 | ||||||||
Others | - | 24,446,329 | - | 18,411,059 | ||||||||
Balance, end of period | 270,664,321 | 161,015,890 |
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
In order to comply with registration requirements, the Company is required at all times to hold not less than 80% of the total value of all digital assets held on behalf of clients with a custodian that meets the definition of a qualified custodian under NI 31-103. As a result of this requirement, the Company reallocates the remaining 20% of the digital assets on an as-needed basis across its hot wallets and exchanges to maintain sufficient liquidity to settle customer trades and withdrawals. For the digital assets held by the Company, they are safeguarded separately and distinctly from the Company digital asset. As at June 30, 2023, 93% (93% - December 31, 2022) of the total value of all digital assets held on behalf of clients are stored at a qualified custodian.
The Company is exposed to changes in digital asset prices to the extent that any such excess or deficit exists across the different digital assets.
11. LOAN RECEIVABLE
June 30, 2023 | December 31, 2022 | |||||
Balance, beginning of period | 350,855 | - | ||||
Loan receivable issued | - | 600,000 | ||||
Acquired from business combination (Note 5) | - | 27,000 | ||||
Interest accrued | 8,101 | 23,855 | ||||
Loan receivable principal collected in cash | (25,000 | ) | (300,000 | ) | ||
Loan receivable principal collected in ETH | (2,000 | ) | - | |||
Balance, end of period | 331,956 | 350,855 |
On April 26, 2022, the Company made a loan in the amount of $600,000 to an unrelated party. The loan accrues 6% interest per annum until the outstanding balance of the loan is fully paid within 12 months of the closing date. On January 9th, 2023 the Company amended the agreement to have maturity date of July 1st, 2023. As such time the remaining principal outstanding and interest will come due. As of December 31, 2022, $23,855 interest has been accrued, $300,000 of the principal has been repaid. During the six months ended June 30, 2023, $8,101 interest has been accrued ($23,855 - December 31, 2022).
On November 7th, 2022, the Company acquired a $27,000 non-interest bearing loan receivable to an unrelated party through its business combination transaction with Blockchain Foundry Inc. On February 28, 2023 the Company settled the loan for $25,000 cash repayment and 1 ETH.
12. INVESTMENTS
Investments held | June 30, 2023 | December 31, 2022 | ||||
Coral Capital Holdings LLC | 264,800 | 270,880 | ||||
Metaverse Group Limited | 49,500 | 49,500 | ||||
Aurigin Inc. | 211,619 | 216,478 | ||||
Balance, end of period | 525,919 | 536,858 |
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
Activities relating to the investments held by the Company during the six months ended June 30, 2023, and twelve months end December 31, 2022, are as follows:
June 30, 2023 | December 31, 2022 | |||||
Balance, beginning of period | 536,858 | - | ||||
Investments purchased during the period | - | 871,390 | ||||
Acquired from the business combinations (Note 5) | - | 265,978 | ||||
Change in fair value of investment | - | (617,850 | ) | |||
Gain (loss) on revaluation of investment due to foreign exchange | (10,939 | ) | 17,340 | |||
Balance, end of period | 525,919 | 536,858 |
13. RIGHT-OF-USE ASSETS & LEASE LIABILITIES
The company leases its office in Toronto, Ontario. The following table presents the right-of-use assets and lease liabilities for the six months ended June 30, 2023 and twelve months ended December 31, 2022:
Right-of-use assets | |||
Cost: | |||
As of December 31, 2021 | - | ||
Acquired from business combination (Note 5) | 403,429 | ||
Modifications | (1,435 | ) | |
As of December 31, 2022 | 401,994 | ||
Additions during the period | 223,568 | ||
As of June 30, 2023 | 625,562 | ||
Depreciation: | |||
As of December 31, 2021 | - | ||
Depreciation during the period | (172,899 | ) | |
As of December 31, 2022 | (172,899 | ) | |
Depreciation during the period | (114,257 | ) | |
As of June 30, 2023 | (287,156 | ) | |
Carrying Amount: | |||
As of December 31, 2022 | 229,095 | ||
As of June 30, 2023 | 338,406 |
Lease liabilities | |||
As of December 31, 2021 | - | ||
Acquired from the Business Combinations | 403,429 | ||
Modifications | (1,435 | ) | |
Interest expense during the period | 15,186 | ||
Payment during the period | (182,792 | ) | |
As of December 31, 2022 | 234,388 | ||
Additions during the period | 223,568 | ||
Interest expense during the period | 6,731 | ||
Payment during the period | (120,863 | ) | |
As of June 30, 2023 | 343,824 |
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
Commitments | June 30, 2023 | December 31, 2022 | ||||
Current Portion of Lease Liabilities | 225,318 | 234,388 | ||||
Long Term Lease Liabilities | 118,506 | - | ||||
343,824 | 234,388 | |||||
Commitments | June 30, 2023 | December 31, 2022 | ||||
2023 | 110,754 | 234,388 | ||||
2024 | 233,071 | - |
14. INTANGIBLE ASSETS
Technology | Customer relationships | Brand | Total | |||||||||
Cost: | ||||||||||||
As of December 31, 2021 | - | - | - | - | ||||||||
Acquired from business combination (Note 5) | 15,463,000 | 35,350,000 | 4,391,000 | 55,204,000 | ||||||||
Impairment during the period | (2,258,951 | ) | (5,131,735 | ) | (638,235 | ) | (8,028,921 | ) | ||||
As of December 31, 2022 | 13,204,049 | 30,218,265 | 3,752,765 | 47,175,079 | ||||||||
Disposals during the period | - | - | - | - | ||||||||
As of June 30, 2023 | 13,204,049 | 30,218,265 | 3,752,765 | 47,175,079 | ||||||||
Amortization: | ||||||||||||
As of December 31, 2021 | - | - | - | - | ||||||||
Amortization during the period | (1,129,023 | ) | (3,723,728 | ) | (329,592 | ) | (5,182,343 | ) | ||||
As of December 31, 2022 | (1,129,023 | ) | (3,723,728 | ) | (329,592 | ) | (5,182,343 | ) | ||||
Amortization during the period | (1,413,498 | ) | (2,389,207 | ) | (403,676 | ) | (4,206,381 | ) | ||||
As of June 30, 2023 | (2,542,521 | ) | (6,112,935 | ) | (733,268 | ) | (9,388,724 | ) | ||||
Carrying Amount: | ||||||||||||
As of December 31, 2022 | 12,075,026 | 26,494,537 | 3,423,173 | 41,992,736 | ||||||||
As of June 30, 2023 | 10,661,528 | 24,105,330 | 3,019,497 | 37,786,355 |
Effective June 14, 2023, the Company prospectively changed its accounting policy for the amortization of technology and brand names acquired in the Coinberry Limited business combination (Note 5). The change in policy has been summarized in Note 4 of the Interim Condensed Consolidated Financial Statements.
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
15. LOAN PAYABLE
On August 18, 2022, the Company received a loan of 20 BTC and 200 ETH with a three month repayment term. The loan requires 133% cash collateral initially in the amount of $1,218,000 with 3.50% annualized interest rate in digital assets. On December 6, 2022 the Company extended the agreement for an additional three-month repayment term, ending March 6, 2023. On March 6, 2023, the Company fully repaid the 20 BTC and 200 ETH.
16. RELATED PARTY PAYMENTS
Company's related parties consist of entities where the executive officers and directors of the Company are principals meaning their position in these entities results in their having control or significant influence over the financial or operating policies of these entities.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel are the Company's executive management team and members of the Board of Directors.
Key management personnel compensation comprised of share-based compensation, and any salaries paid to these individuals.
During the three and six months ended June 30, 2023 and June 30, 2022, related party transactions were as follows:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||
Share-based payments (1) | 391,329 | 1,518,222 | 698,480 | 3,789,824 | ||||||||
Salaries and benefits (2) | 486,787 | 279,587 | 1,081,823 | 901,370 | ||||||||
Professional fees (3) | - | - | - | 25,729 | ||||||||
878,116 | 1,797,809 | 1,780,303 | 4,716,923 |
(1) The Company issued options and RSUs to directors and key management personnel of the Company and recorded the share-based payments related to such issuances based on the vesting schedules.
(2) Salaries and benefits paid to key management personnel during the three and six months ended June 30, 2023 and 2022.
(3) Avisar Everyday Solutions ("Avisar") was related to the Company through a key management personnel until February 21, 2022. Expense incurred for professional fees for the three and six months ended June 30, 2023 were $Nil ($25,729 - June 30, 2022). As of June 30, 2023, all related party amounts owed to Avisar were paid in full.
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
17. WARRANT LIABILITIES
For the period ended June 30, 2023, the Company's warrant liabilities are composed of units from the following issuances of warrants:
| Bought Deal |
| Private Placement |
|
|
|
|
Closing date | 4-Feb-22 |
| 30-Jan-23 |
Warrants issued | 10,183,333 |
| 22,800,000 |
Stock Price | $1.86 |
| $0.27 |
Warrants strike price | $3.10 |
| $0.30 |
Fair value of warrants on issuance | $0.30 |
| $0.06 |
Warrants term | 2 years |
| 2 years |
Warrant valuation assumptions: |
|
|
|
Valuation model at issuance | Market quote |
| Binomial model |
Valuation model as at June 30, 2023 | Market quote |
| Binomial model |
Fair value of warrants as at June 30, 2023 | $0.03 |
| $0.05 |
The change in warrant liabilities is as follows:
October 26, 2021 | February 4, 2022 | January 30, 2023 | |||||||||||||||||||
Warrants | Warrants | Warrants | Total | ||||||||||||||||||
Units | Amount ($) | Units | Amount ($) | Units | Amount ($) | Amount ($) | |||||||||||||||
As of December 31, 2021 | 6,760,002 | 6,016,402 | - | - | - | - | 6,016,402 | ||||||||||||||
Recognition of derivative warrant liabilities on issuance of warrants | - | - | 10,183,333 | 3,055,000 | - | - | 3,055,000 | ||||||||||||||
Revaluation of derivative warrant liabilities | - | (5,644,602 | ) | - | (2,545,834 | ) | - | - | (8,190,436 | ) | |||||||||||
As of December 31, 2022 | 6,760,002 | 371,800 | 10,183,333 | 509,166 | - | - | 880,966 | ||||||||||||||
Recognition of derivative warrant liabilities on issuance of warrants | - | - | - | - | 22,800,000 | 1,388,520 | 1,388,520 | ||||||||||||||
Revaluation of derivative warrant liabilities | - | 338,000 | - | (203,666 | ) | - | (193,800 | ) | (59,466 | ) | |||||||||||
As of June 30, 2023 | 6,760,002 | 709,800 | 10,183,333 | 305,500 | 22,800,000 | 1,194,720 | 2,210,020 |
Warrant liability related to January 30, 2023 private placement
On January 30, 2023, the Company completed a private placement with the issuance of 22,800,000 Units at a price of $0.22 per unit for aggregate gross proceeds to the Company of $5,016,000. Each Unit consists of one common share of the Company and one share purchase warrant of the Company. Each warrant is exercisable to acquire one common share of the Company at an exercise price of $0.30 until January 30, 2025.
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
In the event of an additional rights offering, the exercise price and number of shares that such Warrants may be convertible to, may be adjusted. The adjustment results in variability in both the conversion price and the number of shares to be issued, and as such, the Warrants breach the fixed-for-fixed requirement and are classified as a derivative liability measured through FVTPL.
This warrant liability was measured on the issuance period, by using a Binomial Model based on the facts and circumstances on the issuance date. The fair value of the warrants has been measured at $1,388,520 on issuance. The fair value of the warrants as at June 30, 2023 was determined to be $1,194,720 using a Binomial Model. A resulting $193,800 gain has been recorded in the interim condensed consolidated statements of loss and comprehensive loss for the period ending June 30, 2023.
18. SHARE CAPITAL
Authorized
The Company is authorized to issue an unlimited number of common shares without par value.
Share Capital Activity
Number of shares | Amount ($) | |||||
Balance as of December 31, 2022 | 214,637,855 | 209,164,509 | ||||
Issuance of common shares through private placements (i) | 22,800,000 | 3,237,374 | ||||
Conversion of restricted shares units (ii) | 2,867,279 | 615,204 | ||||
Shares issued for Business Combinations (iii) | 1,746,289 | 462,748 | ||||
Shares issued for services (iv) | 1,344,000 | 202,036 | ||||
Balance as of June 30, 2023 | 243,395,423 | 213,681,871 | ||||
Number of shares | Amount ($) | |||||
Balance as of December 31, 2021 | 76,365,823 | 48,917,646 | ||||
Issuance of common shares through private placements (v) | 18,750,000 | 38,699,286 | ||||
Issuance of common shares for services (vi) (viii) (ix) (xi) (xiii) (xiv) | 5,124,168 | 5,615,942 | ||||
Issuance of common shares for business combinations (vii) (x) (xii) | 112,207,075 | 115,289,507 | ||||
Issuance of common shares to settle contingent liabilities (x) | 4,808,733 | 4,089,633 | ||||
Exercise of options (xv) | 379,717 | 340,590 | ||||
Exercise of warrants (xvi) | 6,800 | 143,655 | ||||
Conversion of restricted shares units (xvii) | 1,003,839 | 1,215,891 | ||||
Repurchase of shares (xviii) | (4,008,300 | ) | (5,147,641 | ) | ||
Balance as of December 31, 2022 | 214,637,855 | 209,164,509 |
(i) On January 30, 2023, the Company completed a private placement with the issuance of 22,800,000 Units at a price of $0.22 per unit for aggregate gross proceeds to the Company of $5,016,000. Each Unit consists of one common share of the Company and one share purchase warrant of the Company. Each warrant is exercisable to acquire one common share of the Company at an exercise price of $0.30 until January 30, 2025. An amount of $3,627,480 was allocated to Share capital and an amount of $1,388,520 to warrant liability.
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
The Company incurred cash-based share issuance costs of $368,567 regarding the private placement, of which $102,026 was recorded to the statement of loss and comprehensive loss and $266,541 to share capital. As part of the private placement, the Company also issued 1,368,000 compensation options to certain agents. Each compensation option exercisable into one common share at an exercise price of $0.22 for a period of 24 months following the completion of the offering. The fair value of the compensation option has been measured using the Black-Scholes option pricing model at $170,863 and has been recorded as share issuance costs. An amount of $47,298 was recorded to the statement of loss and comprehensive loss and $123,565 was recorded to share capital. The following assumptions were used in the calculation of broker warrants as per Black-Scholes option pricing model:
| Weighted average assumptions |
Share price at grant date | $0.19 |
Exercise price | $0.22 |
Expected volatility (based on comparable publicly listed entities) | 138% |
Expected life (years) | 2.00 |
Expected dividends | Nil |
Risk-free interest rate | 3.67% |
(ii) A total of 2,867,279 common shares of the Company were issued to the employees, and directors of the Company upon vesting of the RSUs at the fair value of $615,204 during the six months ended June 30, 2023.
(iii) On April 10, 2023, WonderFi issued 1,746,289 common shares of the Company, totaling $462,748, to the shareholders of BCF to satisfy the holdback consideration pursuant to the terms of the purchase agreement (Note 5).
(iv) On April 20, 2023, the Company issued 1,344,000 common shares totaling $202,036 to fulfill payment of a sponsorship agreement with a third-party vendor.
(v) On February 4, 2022, the Company completed a private placement with the issuance of 18,750,000 Units at a price of $2.40 per unit for aggregate gross proceeds to the Company of $45,000,000 which $5,000,001 was received in digital assets. Each Unit consists of one common share of the Company and one-half Warrant of the Company. An amount of $42,187,500 was allocated to share capital and an amount of $2,812,500 to warrant liability. Overallotment Warrants of 808,333 were also issued. Each Warrant is exercisable to acquire one Common Share of the company at an exercise price of $3.10 until February 4, 2024, for an amount of $242,500 allocated to warrant liability.
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
The Company incurred cash-based share issuance costs of $3,378,527 with respect to the private placement, $214,056 was recorded to the statement of loss and comprehensive loss. As part of the private placement, the Company also issued 1,151,042 broker warrants and 26,271 overallotment broker warrants to certain agents. Each broker warrant is exercisable to acquire one common share and one-half Warrant of the Company at an exercise price of $3.10 until February 4, 2024. The fair value of the broker warrants and overallotment broker warrants has been measured using the market price of the warrants at $345,313 and $7,881 respectively and has been recorded as share issuance costs, $29,463 in total has been recorded in the statement of loss and comprehensive loss.
(vi) On February 7, 2022, the Company issued 1,000,000 common shares to advisors as consulting fees totaling $1,780,000.
(vii) On March 25, 2022, WonderFi issued 66,640,584 common shares of the Company to the shareholders of FLC on a 2.3528:1 basis with respect to the Bitbuy Business Combination (Note 5). The Company also issued 1,650,683 common shares relating to broker fees totaling $2,426,504 and 1,708,733 shares for the contingent liability settlement for $2,477,633.
(viii) On March 25, 2022, the Company issued 1,000,000 common shares to advisors as consulting fees totaling $1,230,000.
(ix) The company issued 921,453 and 185,185 common shares on April 8, 2022 and June 30, 2022 for $1,369,961 finder's fee of FLC acquisition and $100,000 listing sponsorship service respectively.
(x) On July 4, 2022, WonderFi issued 25,825,645 common shares of the Company to the shareholders of Coinberry on a 1.1129:1 basis with respect to the Coinberry Business Combination (Note 5). The Company also issued 1,275,000 common shares to advisors for consulting fees totalling $471,750 and 3,100,000 shares for the settlement of a contingent liability of $1,612,000.
(xi) On September 21, 2022, the Company issued 27,785 common shares to advisors for consulting fee totalling $10,680.
(xii) On November 7, 2022, WonderFi issued 19,740,846 common shares of the Company to the shareholders of BCF on a 4.64037:1 basis with respect to the BCF Combination (Note 5).
(xiii) On December 28, 2022, the Company issued 50,000 common shares to advisors for consulting fee totalling $5,500.
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
(xiv) On December 28, 2022, the Company issued 14,062 common shares to advisors for consulting fee totalling $1,546.
(xv) A total of 379,717 stock options were exercised for 340,590 common shares of the Company for cash proceeds of $123,720 during the twelve months ended December 31, 2022, which an amount of $340,590 was added to share capital and the difference to the contributed surplus.
(xvi) A total of 6,800 warrants were exercised for 6,800 common shares of the Company for cash proceeds of $6,800, during the twelve months ended December 31, 2022, which an amount of $143,655 was added to share capital and the difference to the contributed surplus.
(xvii) A total of 1,003,839 common shares of the Company were issued to the employees, and directors of the Company upon vesting of the RSUs at the fair value of $1,215,891.
(xviii) On February 17, 2022, the Company announced its intent to commence a Normal Course Issuer Bid ("NCIB"). As at June 30, 2022, the Company repurchased 4,008,300 of its common shares on the open market through its broker at an average purchase price of $1.28 per share for a total of $5,156,317. Of these common shares, 607,900 shares were cancelled on February 28, 2022, and 3,400,400 shares were cancelled on March 31, 2022.
Options
The Company has established a Stock Option Plan under which, the Board of Directors may, from time to time, grant options to directors, officers, employees, or consultants of the Company. The aggregate number of shares issuable upon the exercise of all options granted under the Plan shall not exceed 10% of the issued and outstanding common shares of the Company. Under the Stock Option Plan, the exercise price of an option cannot be lower than the closing price on the TSX on the trading date preceding the date of grant. Each stock option and all rights thereunder shall be expressed to expire on the date as set out in the option agreement or the maximum term of 10 years, whatever comes earlier.
The weighted average inputs used in the measurement of the fair values at grant date of the stock options are as follows:
| Weighted average assumptions |
Share price at grant date | $0.18 |
Exercise price | $0.20 |
Expected volatility (based on comparable publicly listed entities) | 138% |
Expected life (years) | 3.31 |
Expected dividends | Nil |
Risk-free interest rate | 3.40% |
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
The weighted average of the fair value of granted options was estimated on dates of grant at $0.14. Volatility was based upon comparable trading entities.
A summary of the Company stock options as at and during the six months ended June 30, 2023 and twelve months ended December 31, 2022 is as follows:
Number of options | Weighted average exercise price | Weighted average remaining life | |||||||
Balance as of December 31, 2022 | 11,624,155 | 0.73 | 4.53 | ||||||
Granted | 2,428,000 | 0.20 | |||||||
Expired / cancelled / forfeited | (6,085,792 | ) | 0.63 | ||||||
Balance as of June 30, 2023 | 7,966,363 | 0.64 | 4.15 | ||||||
Exercisable as of June 30, 2023 | 3,911,099 | 0.82 | 4.23 | ||||||
Number of options | Weighted average exercise price | Weighted average remaining life | |||||||
Balance as of December 31, 2021 | 2,008,052 | 0.91 | 4.53 | ||||||
Granted | 14,562,361 | 1.00 | |||||||
Exercised | (379,717 | ) | 0.50 | ||||||
Expired / cancelled / forfeited | (4,566,541 | ) | 1.52 | ||||||
Balance as of December 31, 2022 | 11,624,155 | 0.73 | 4.53 | ||||||
Exercisable as of December 31, 2022 | 3,023,266 | 0.82 | 4.23 |
The Company recorded share-based payments recovery net of forfeited reversal based on the graded vesting schedule of the granted options of $848,173 during the three months ended June 30, 2023 (an expense of $1,226,741 - June 30, 2022) and $460,940 during the six months ended June 30, 2023 (an expense of $2,905,548 - June 30, 2022).
Restricted Share Units
The Board of Directors may, from time to time, award RSUs to directors, officers, and employees. Under the incentive plan the maximum number of shares the Company is entitled to issue from treasury for payments in respect of awards of stock options and RSUs cumulatively should not exceed 10% of the total number of shares issued and outstanding. Upon vesting, the awardees of the RSUs will receive one common share of the Company for each RSU held. These RSUs include service conditions only.
The vesting of RSUs is based on the following service condition schedule:
Number of RSUs Granted | Fair Value per RSUs ($) | First Vesting Date | Vesting Criteria |
100,000 | 2.39 | 19-Jan-22 | 8.33% vest every 3 months |
460,000 | 2.39 | 16-Apr-22 | 8.33% vest every 3 months |
300,000 | 1.96 | 7-May-22 | 8.33% vest every 3 months |
50,000 | 1.31 | 21-Feb-22 | 100% vest immediately |
660,000 | 1.31 | 21-May-22 | 8.33% vest every 3 months |
20,000 | 0.59 | 17-May-22 | 100% vest immediately |
1,110,000 | 0.59 | 17-Aug-22 | 8.33% vest every 3 months |
500,000 | 0.52 | 4-Aug-22 | 4.17% every month |
100,000 | 0.52 | 4-Oct-22 | 8.33% vest every 3 months |
100,000 | 0.52 | 4-Jul-22 | 100% vest immediately |
100,000 | 0.355 | 12-Jan-23 | 8.33% vest every 3 months |
56,250 | 0.185 | 30-Nov-22 | 25% every 3 months |
270,000 | 0.185 | 28-Feb-23 | 8.33% every 3 months |
400,000 | 0.235 | 19-Feb-23 | 8.33% every 3 months |
747,384 | 0.17 | 24-Feb-23 | 100% vest immediately |
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
A summary of the Company's RSUs as at and during the six months ended June 30, 2023 and twelve months ended December 31, 2022 is as follows:
Number of RSUs | |||
Balance as of December 31, 2022 | 4,190,698 | ||
Granted | 2,507,384 | ||
Vested and Issued | (2,881,342 | ) | |
Expired / cancelled / forfeited | (2,406,844 | ) | |
Balance as of June 30, 2023 | 1,409,896 | ||
Balance as of December 31, 2021 | 1,667,500 | ||
Granted | 4,126,250 | ||
Vested and Issued | (1,003,052 | ) | |
Expired / cancelled / forfeited | (600,000 | ) | |
Balance as of December 31, 2022 | 4,190,698 |
The Company recorded share-based payments recovery net of forfeited reversal based on the graded vesting schedule of the granted RSUs of $1,041,129 during the three months ended June 30, 2023 (an expense of $401,008 - June 30, 2022) and $858,632 during the six months ended June 30, 2023 (an expense of $1,246,494 - June 30, 2022).
Brokers warrants
A summary of the Company's warrants as at and during the six months ended June 30, 2023 and twelve months ended December 31, 2022 as follows:
Number of Warrants | |||
Balance as of December 31, 2022 | 10,515,141 | ||
Expired / cancelled / forfeited | (1,493,398 | ) | |
Balance as of June 30, 2023 | 9,021,743 | ||
Balance as of December 31, 2021 | 8,096,203 | ||
Granted | 2,425,738 | ||
Exercised | (6,800 | ) | |
Balance as of December 31, 2022 | 10,515,141 |
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
The Company recorded share issuance costs for the broker warrants granted of Nil during the three months ended June 30, 2023 (Nil - June 30, 2022) and Nil during the six months ended June 30, 2023 ($345,816 - June 30, 2022).
Escrow Shares
The Company and certain shareholders of the Company entered into voluntary Lock-up Agreements where certain common shares are subject to resale restrictions, as per the escrow schedules.
Pooled shares for the FLC Business Combination (Note 5) shall be released as follows:
Number of Pooled Shares |
| First Release Date |
| Release Policy |
42,947,658 |
| 25-Mar-22 |
| 8.33% every month |
23,465,727 |
| 25-Jul-22 |
| 25% every 4 months |
1,935,928 |
| 25-Mar-23 |
| 100% on date of release |
Pooled shares for the Coinberry Business Combination (Note 5) shall be released as follows:
Number of Pooled Shares |
| First Release Date |
| Release Policy |
16,411,816 |
| 4-Oct-22 |
| 12.5% every 3 months |
10,821,408 |
| 4-Aug-22 |
| 8.33% every month |
3,100,000 |
| 4-Jul-22 |
| 25% every month |
Pooled shares for the Blockchain Foundry Inc. Business Combination (Note 5) shall be released as follows:
Number of Pooled Shares |
| First Release Date |
| Release Policy |
1,736,022 |
| 10-Nov-22 |
| 100% on date of release |
273,586 |
| 25-Feb-23 |
| 100% on date of release |
273,586 |
| 7-May-23 |
| 100% on date of release |
273,590 |
| 7-Aug-23 |
| 100% on date of release |
273,590 |
| 7-Nov-23 |
| 100% on date of release |
As at June 30, 2023, total of 16,994,582 (December 31, 2022 - 39,819,642) shares remain in escrow as part of the pooling agreement.
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
19. ADDITIONAL DETAILS TO THE STATEMENTS OF CASH FLOWS
Six Months Ended June 30, | ||||||
Changes in working capital items | 2023 | 2022 | ||||
Trade and other receivables | (246,753 | ) | (1,024,850 | ) | ||
Prepaid expenses | 726,045 | 663,841 | ||||
Income tax receivable | (522,156 | ) | (141,453 | ) | ||
Trade and other payables | (1,343,066 | ) | (3,882,554 | ) | ||
Digital asset inventory | 465,946 | (735,299 | ) | |||
Purchase of digital assets | - | (992,166 | ) | |||
Disposal of digital assets | 944,866 | 8,394,423 | ||||
24,882 | 2,281,942 |
20. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Fair value measurements
IFRS 13, Fair-Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
- Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
- Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Company's assets and liabilities measured at fair value on a recurring basis have been categorized into the fair value hierarchy as follows:
| Category |
| Fair Value as at |
| Fair Value as at |
|
|
|
|
|
|
Financial assets at FVTPL |
|
|
|
|
|
Digital assets | Level 2 |
| - |
| 664,092 |
Digital asset inventory | Level 2 |
| 869,207 |
| 1,543,318 |
Client digital assets | Level 2 |
| 270,664,321 | - | 161,015,890 |
Investments | Level 3 |
| 525,919 |
| 536,858 |
|
|
|
|
|
|
Financial liabilities at FVTPL |
|
|
|
|
|
Client digital assets liabilities | Level 2 |
| 270,664,321 |
| 161,015,890 |
Warrant liabilities | Level 2 |
| 2,210,020 |
| 880,966 |
There was no movement of financial instruments between levels during the period.
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
The Company determined that the carrying values of its short-term financial assets and liabilities approximate the corresponding fair values because of the relatively short periods to maturity of these instruments and the low credit risk.
Digital currencies risk and risk management
Digital asset prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and global political and economic conditions. A decline in the market prices for digital assets could negatively impact the Company's future operations. The Company holds digital assets on reputable custodian and liquidity providers with a total value of $869,207 as at June 30, 2023 (December 31, 2022 - $664,092). At June 30, 2023, had the market price of the Company's holdings of digital assets changed by 10% with all other variables being constant, the corresponding digital asset value change would amount to approximately $86,921.
Some fiat and digital assets of Bitbuy are held on account with various third-party digital asset trading platforms. These deposits are held on account to allow for successful completion of user purchases and sales of digital assets. These digital assets are transferred to Bitbuy's digital custodian accounts and fiat funds are transferred to financial institutions on an ongoing basis.
21. SEGMENT INFORMATION
The Company operates through two reportable segments: Centralized Finance (Bitbuy and Coinberry) and Decentralized Finance (WonderFi and BCF).
The operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker, who is responsible for allocating resources and assessing the performance of the operating segments. The chief operating decision-maker has been identified as the President and Interim Chief Executive Officer. The Company has two operating and reportable segments: Decentralized Finance and Centralized Finance. All revenues and non-current assets are in Canada.
Three Months Ended June 30, 2023 | |||||||||
DeFi | CeFi | Total | |||||||
Revenue | - | 2,977,711 | 2,977,711 | ||||||
Salaries and wages | 654,899 | 1,494,725 | 2,149,624 | ||||||
Professional and consulting fees | 1,194,282 | 690,435 | 1,884,717 | ||||||
Share-based payments | (1,889,302 | ) | - | (1,889,302 | ) | ||||
Marketing | 94,038 | 341,488 | 435,526 | ||||||
Bank and transaction fees | 35,605 | 540,446 | 576,051 | ||||||
Compliance fees | 248,271 | 101,312 | 349,583 | ||||||
Other general and administrative expenses | 475,627 | 3,576,797 | 4,052,424 | ||||||
Segment net loss before income taxes | (813,420 | ) | (3,767,492 | ) | (4,580,912 | ) |
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
Three Months Ended June 30, 2022 | |||||||||
DeFi | CeFi | Total | |||||||
Revenue | - | 2,896,274 | 2,896,274 | ||||||
Salaries and wages | 493,501 | 1,975,183 | 2,468,684 | ||||||
Professional consulting and fees | 3,266,128 | 935,773 | 4,201,901 | ||||||
Share-based payments | 2,475,510 | - | 2,475,510 | ||||||
Marketing | 488,021 | 1,129,751 | 1,617,772 | ||||||
Bank and transaction fees | 29,195 | 608,166 | 637,361 | ||||||
Compliance fees | - | 185,711 | 185,711 | ||||||
Other general and administrative expenses | 2,324,218 | 5,367,608 | 7,691,826 | ||||||
Segment net loss before income taxes | (9,076,573 | ) | (7,305,918 | ) | (16,382,491 | ) |
Six Months Ended June 30, 2023 | |||||||||
DeFi | CeFi | Total | |||||||
Revenue | - | 5,446,995 | 5,446,995 | ||||||
Salaries and wages | 1,691,915 | 3,377,132 | 5,069,047 | ||||||
Professional and consulting fees | 3,901,077 | 1,178,708 | 5,079,785 | ||||||
Share-based payments | (1,319,572 | ) | - | (1,319,572 | ) | ||||
Marketing | 330,198 | 434,842 | 765,040 | ||||||
Bank and transaction fees | 127,600 | 924,713 | 1,052,313 | ||||||
Compliance fees | 331,152 | 464,278 | 795,430 | ||||||
Other general and administrative expenses | 1,210,724 | 5,481,314 | 6,692,038 | ||||||
Segment net loss before income taxes | (6,273,094 | ) | (6,413,992 | ) | (12,687,086 | ) | |||
Six Months Ended June 30, 2022 | |||||||||
DeFi | CeFi | Total | |||||||
Revenue | - | 3,150,253 | 3,150,253 | ||||||
Salaries and wages | 1,982,125 | 2,162,837 | 4,144,962 | ||||||
Professional consulting and fees | 10,427,363 | 1,100,389 | 11,527,752 | ||||||
Share-based payments | 4,999,803 | - | 4,999,803 | ||||||
Marketing | 1,883,762 | 1,206,385 | 3,090,147 | ||||||
Bank and transaction fees | 50,471 | 704,536 | 755,007 | ||||||
Compliance fees | - | 193,752 | 193,752 | ||||||
Other general and administrative expenses | 699,447 | 5,071,565 | 5,771,012 | ||||||
Segment net loss before income taxes | (20,042,971 | ) | (7,289,211 | ) | (27,332,182 | ) |
![]() | Notes to Interim Condensed Consolidated Statements of Financial Statements |
22. LOSS PER SHARE
No diluted loss per share has been calculated for the three and six months ended June 30, 2023 and three and six months ended June 30, 2022, given the Company's loss position, as the effect would be antidilutive. Basic loss per share is calculated by dividing the net loss by the weighted average number of shares.
The Basic and fully diluted loss per share for the three and six months ended June 30, 2023 and June 30, 2022 are as follows:
| Three Months Ended June 30, |
| Three Months Ended June 30, | ||||
| 2023 |
| 2022 | ||||
Basic and fully | Net loss | weighted | Loss per share |
| Net loss | weighted | Loss per share |
(3,493,053) | 241,977,310 | (0.01) |
| (16,496,951) | 169,324,350 | (0.10) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Six Months Ended June 30, |
| Six Months Ended June 30, | ||||
| 2023 |
| 2022 | ||||
Basic and fully | Net loss | weighted | Loss per share |
| Net loss | weighted | Loss per share |
(11,122,524) | 236,216,707 | (0.05) |
| (27,446,642) | 132,617,498 | (0.21) |
23. SUBSEQUENT EVENTS
On July 7, 2023, WonderFi, closed its previously announced acquisition of Coinsquare Ltd ("Coinsquare") and CoinSmart Financial Inc. ("CoinSmart"). WonderFi will integrate operations to offer one of the largest, regulated crypto asset trading platforms in Canada and will provide Canadians with a wide range of diversified products and services, including both retail and institutional crypto trading and B2B crypto payment processing. Pursuant to the transaction, WonderFi will issued 270,920,353 common shares to Coinsquare's shareholders, and 117,924,334 common shares to CoinSmart's shareholders.