- Track your favorite companies
- Receive email alerts for new filings
- Personalized dashboard of news and more
- Access all data and search results
- 40FR12B Initial registration of securities (Canada)
- 99.1 Exhibit 99.1
- 99.2 Exhibit 99.2
- 99.3 Exhibit 99.3
- 99.4 Exhibit 99.4
- 99.5 Exhibit 99.5
- 99.6 Exhibit 99.6
- 99.7 Exhibit 99.7
- 99.8 Exhibit 99.8
- 99.9 Exhibit 99.9
- 99.10 Exhibit 99.10
- 99.11 Exhibit 99.11
- 99.12 Exhibit 99.12
- 99.13 Exhibit 99.13
- 99.14 Exhibit 99.14
- 99.15 Exhibit 99.15
- 99.16 Exhibit 99.16
- 99.17 Exhibit 99.17
- 99.18 Exhibit 99.18
- 99.19 Exhibit 99.19
- 99.20 Exhibit 99.20
- 99.21 Exhibit 99.21
- 99.22 Exhibit 99.22
- 99.23 Exhibit 99.23
- 99.24 Exhibit 99.24
- 99.25 Exhibit 99.25
- 99.26 Exhibit 99.26
- 99.27 Exhibit 99.27
- 99.28 Exhibit 99.28
- 99.29 Exhibit 99.29
- 99.30 Exhibit 99.30
- 99.31 Exhibit 99.31
- 99.32 Exhibit 99.32
- 99.33 Exhibit 99.33
- 99.34 Exhibit 99.34
- 99.35 Exhibit 99.35
- 99.36 Exhibit 99.36
- 99.37 Exhibit 99.37
- 99.38 Exhibit 99.38
- 99.39 Exhibit 99.39
- 99.40 Exhibit 99.40
- 99.41 Exhibit 99.41
- 99.42 Exhibit 99.42
- 99.43 Exhibit 99.43
- 99.44 Exhibit 99.44
- 99.45 Exhibit 99.45
- 99.46 Exhibit 99.46
- 99.47 Exhibit 99.47
- 99.48 Exhibit 99.48
- 99.49 Exhibit 99.49
- 99.50 Exhibit 99.50
- 99.51 Exhibit 99.51
- 99.52 Exhibit 99.52
- 99.53 Exhibit 99.53
- 99.54 Exhibit 99.54
- 99.55 Exhibit 99.55
- 99.56 Exhibit 99.56
- 99.57 Exhibit 99.57
- 99.58 Exhibit 99.58
- 99.59 Exhibit 99.59
- 99.60 Exhibit 99.60
- 99.61 Exhibit 99.61
- 99.62 Exhibit 99.62
- 99.63 Exhibit 99.63
- 99.64 Exhibit 99.64
- 99.65 Exhibit 99.65
- 99.66 Exhibit 99.66
- 99.67 Exhibit 99.67
- 99.68 Exhibit 99.68
- 99.69 Exhibit 99.69
- 99.70 Exhibit 99.70
- 99.71 Exhibit 99.71
- 99.72 Exhibit 99.72
- 99.73 Exhibit 99.73
- 99.74 Exhibit 99.74
- 99.75 Exhibit 99.75
- 99.76 Exhibit 99.76
- 99.77 Exhibit 99.77
- 99.78 Exhibit 99.78
- 99.79 Exhibit 99.79
- 99.80 Exhibit 99.80
- 99.81 Exhibit 99.81
- 99.82 Exhibit 99.82
- 99.83 Exhibit 99.83
- 99.84 Exhibit 99.84
- 99.85 Exhibit 99.85
- 99.86 Exhibit 99.86
- 99.87 Exhibit 99.87
- 99.88 Exhibit 99.88
- 99.89 Exhibit 99.89
- 99.90 Exhibit 99.90
- 99.91 Exhibit 99.91
- 99.92 Exhibit 99.92
- 99.93 Exhibit 99.93
- 99.94 Exhibit 99.94
- 99.95 Exhibit 99.95
- 99.96 Exhibit 99.96
- 99.97 Exhibit 99.97
- 99.98 Exhibit 99.98
- 99.99 Exhibit 99.99
- 99.100 Exhibit 99.100
- 99.101 Exhibit 99.101
- 99.102 Exhibit 99.102
- 99.103 Exhibit 99.103
- 99.104 Exhibit 99.104
- 99.105 Exhibit 99.105
- 99.106 Exhibit 99.106
- 99.107 Exhibit 99.107
- 99.108 Exhibit 99.108
- 99.109 Exhibit 99.109
- 99.110 Exhibit 99.110
- 99.111 Exhibit 99.111
- 99.112 Exhibit 99.112
- 99.113 Exhibit 99.113
- 99.114 Exhibit 99.114
- 99.115 Exhibit 99.115
- 99.116 Exhibit 99.116
- 99.117 Exhibit 99.117
- 99.118 Exhibit 99.118
- 99.119 Exhibit 99.119
- 99.120 Exhibit 99.120
- 99.121 Exhibit 99.121
- 99.122 Exhibit 99.122
- 99.123 Exhibit 99.123
- 99.124 Exhibit 99.124
- 99.125 Exhibit 99.125
- 99.126 Exhibit 99.126
- 99.127 Exhibit 99.127
- 99.128 Exhibit 99.128
- 99.129 Exhibit 99.129
- 99.130 Exhibit 99.130
- 99.131 Exhibit 99.131
- 99.132 Exhibit 99.132
- 99.133 Exhibit 99.133
- 99.134 Exhibit 99.134
- 99.135 Exhibit 99.135
- 99.136 Exhibit 99.136
- 99.137 Exhibit 99.137
- 99.138 Exhibit 99.138
- 99.139 Exhibit 99.139
- 99.140 Exhibit 99.140
- 99.141 Exhibit 99.141
- 99.142 Exhibit 99.142
- 99.143 Exhibit 99.143
- 99.144 Exhibit 99.144
- 99.145 Exhibit 99.145
- 19 Aug 22 F-X Appointment of agent for service of process by issuers registering securities
-
19 Aug 22 40FR12B Initial registration of securities (Canada)
Exhibit 99.41
MATERIAL CHANGE REPORT
FORM 51-102F3
Item 1. | Name and Address of Corporation
WonderFi Technologies Inc., formerly Austpro Energy Corporation (the “Company”)
1200 Waterfront Centre 200 Burrard Street |
Item 2. | Date of Material Change
August 30, 2021 |
Item 3. | News Release
WonderFi disseminated a news release in respect of the material change referred to in this report on August 30, 2021. The news release was subsequently filed on the Company’s SEDAR profile at www.sedar.com. |
Item 4. | Summary of Material Change
On August 30, 2021, the Company completed the acquisition of all of the outstanding shares of DeFi Ventures Inc. (“DeFi Ventures”) by way of a three-cornered amalgamation, pursuant to which DeFi Ventures and 1302107 B.C. Ltd., a newly formed subsidiary of the Company prior to the Company’s name change (“Subco”), combined their businesses to form one corporation, WonderFi Digital Inc. (“WonderFi Digital”), a wholly-owned subsidiary of the Company (the “Transaction”). As a result of the closing of the Transaction (the “Closing”), the Company will now carry on the business previously carried on by DeFi Ventures. In connection with the Transaction, the net proceeds from the previously announced brokered private placement of subscription receipts of DeFi Ventures for aggregate proceeds of $17,715,000 have been released from escrow.
The Company has also received final approval to list the common shares (“WonderFi Shares”) in the capital of the Company on the Neo Exchange Inc. (the “NEO”). Trading is expected to commence at market open on Tuesday, August 31, 2021, under the stock symbol “WNDR”. |
Item 5. | Full Description of Material Change |
5.1 | Full Description of Material Change
On August 30, 2021, the Company completed the Transaction involving DeFi Ventures by way of a three-cornered amalgamation, pursuant to which DeFi Ventures and Subco combined their businesses to form WonderFi Digital, a wholly-owned subsidiary of the Company. In connection with the Transaction, the net proceeds from the previously announced brokered private placement of subscription receipts of DeFi Ventures for aggregate gross proceeds of $17,715,000 have been released from escrow to DeFi Ventures. As a result of the Closing, the Company will now carry on the business previously carried on by DeFi Ventures.
The Company has also received final approval to list the WonderFi Shares on the NEO. Trading is expected to commence at market open on Tuesday, August 31, 2021 under the stock symbol “WNDR”.
Prior to the Closing and listing on the NEO, DeFi Ventures completed an additional $5,584,155 non- brokered private placement at a price of $1.05 per share, which was led by Alameda Research, an industry-leading quantitative trading firm founded by Sam Bankman-Fried, the CEO and founder of FTX. FTX is a leading cryptocurrency exchange which recently closed a funding round from SoftBank Group Corp., the Paul Tudor Jones family, Alan Howard, Coinbase Ventures and Sequoia Capital, valuing FTX at approximately $18 billion USD. |
In connection with the Closing, the Company’s board of directors is now comprised of Mark Binns, Sean Clark, Stephanie Li, Ben Samaroo and Dean Sutton, and the officers of the Company are comprised of Ben Samaroo (Chief Executive Officer), Cong Ly (Chief Technical Officer), Steven Krause (Chief Financial Officer), Dean Sutton (Chief Strategy Officer) and Sheona Docksteader (Corporate Secretary).
Additional information with respect to the Transaction and the business of the Company is available in the Company’s filing statement dated August 24, 2021 (the “Filing Statement”) which is available on the Company’s SEDAR profile at www.sedar.com.
In connection with Transaction, the Company also announced that the board of directors of the Company has appointed Crowe MacKay LLP, Chartered Professional Accountants, as the Company’s new auditor (the “New Auditor”), replacing Davidson & Company LLP, Chartered Professional Accountants. Additional information about the New Auditor is set out in the Filing Statement. | |
5.2 | Disclosure for Restructuring Transactions
Not applicable. |
Item 6. | Reliance on Section 7.1(2) of National Instrument 51-102
Not applicable. |
Item 7. | Omitted Information
Not applicable. |
Item 8. | Executive Officer
The name and business number of the executive officer of the Company who is knowledgeable about the material change and this report is:
Ben Samaroo, Chief Executive Officer, WonderFi Technologies Inc. ben@wonder.fi |
Item 9. | Date of Report
August 30, 2021 |