WonderFi Technologies Inc.

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NOTICE OF ANNUAL GENERAL MEETING

and

MANAGEMENT INFORMATION CIRCULAR

of

April 30, 2024

These materials are important and require your immediate attention. Vote the enclosed form of proxy today or no later than 1:00 p.m. (Toronto time) on May 22, 2024.

you have questions or require assistance with voting your shares, you may contact our proxy solicitation agent Morrow Sodali:

North American Toll-Free Number: 1.888.777.0836 Collect Calls Outside North America: 1.289.695.3075 Email: [email protected]

For questions or assistance, please call Morrow Sodali at 1.888.777.0836 toll-free or by email at [email protected]

HOW TO CAST YOUR VOTE

Vote your proxy today or no later than 1:00 p.m. (Toronto time) on May 22, 2024

Time is short. In order to ensure that your proxy is received in time for WonderFi’s annual general meeting of shareholders to be held on May 24, 2024 at 10:00 a.m. (Vancouver time) and 1:00 p.m. (Toronto time), we recommend that you vote in one of the following ways as soon as possible.

VOTING METHOD BENEFICIAL SHAREHOLDERS If your shares are held with a broker, bank or other intermediary REGISTERED SHAREHOLDERS If your shares are held in your name and represented by a physical certificate	VOTING METHOD BENEFICIAL SHAREHOLDERS If your shares are held with a broker, bank or other intermediary REGISTERED SHAREHOLDERS If your shares are held in your name and represented by a physical certificate
INTERNET Visit www.proxyvote.com and enter your 16-digit control number located on the enclosed voting instruction form.	Go to the following web site: www.investorvote.com
TELEPHONE Canada: Call 1.800.474.7493 U.S.: Call 1.800.454.8683 and provide your 16-digit control number located on the enclosed voting instruction form.	Call the number listed below from a touchtone telephone: 1-866-732-VOTE (8683) Toll Free
FACSIMILE Canada: Fax your voting instruction form to905.507.7793or toll free to 1.866.623.5305so that your vote is received before the deadline. U.S.: N/A	N/A
MAIL Mail your voting instruction form using reply envelope provided.	Mail your proxy using reply envelope provided.

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If you have any questions or require any assistance in executing your proxy or voting instruction form, please call Morrow Sodali at:

North American Toll-Free Number: 1.888.777.0836 Outside North America, Banks, Brokers and Collect Calls: 1.289.695.3075 Email: [email protected] North American Toll-Free Facsimile: 1.877.218.5372

For questions or assistance, please call Morrow Sodali at 1.888.777.0836 toll-free or by email at

[email protected]

WONDERFI TECHNOLOGIES INC.

NOTICE OF ANNUAL GENERAL MEETING OF WONDERFI SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT an annual general meeting (the “ WonderFi Meeting ”) of the holders (the “ WonderFi Shareholders ”) of common shares (the “ WonderFi Shares ”) of WonderFi Technologies Inc. (“ WonderFi ”) will be held virtually via live audio webcast at meetnow.global/MA6GU5Q on May 24, 2024 at 10:00 a.m. (Vancouver time) and 1:00 p.m. (Toronto time), subject to any adjournment(s) or postponement(s) thereof, for the following purposes:

to receive and consider the audited financial statements of WonderFi together with the auditor’s report thereon for the three and twelve month periods ended December 31, 2023;
to appoint the independent auditor of WonderFi for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor;
to elect directors to hold office for the ensuing year;
to transact such other business, including amendments to the foregoing, as may properly be brought before the WonderFi Meeting or any adjournment or postponement thereof.

WonderFi Shareholders are encouraged to vote on the matters before the Meeting by proxy by following the voting instructions in the accompanying management information circular of WonderFi (the “ Information Circular ”) accompanying this notice (the “ Notice ”).

The resolutions to be passed at the WonderFi Meeting must each be approved by at least a simple majority of the votes cast by WonderFi Shareholders eligible to vote on the subject matter thereof present (virtually) or represented by proxy and entitled to vote at the WonderFi Meeting. The Information Circular contains additional details concerning the matters to be acted upon at the WonderFi Meeting.

The Board of Directors of WonderFi (the “Board”) unanimously recommends that WonderFi Shareholders vote “FOR” all the matters set forth in the accompanying form of proxy or voting instruction form, as applicable, as described in more detail in the accompanying Information Circular.

The Board has fixed the close of business on March 25, 2024 (the “ Record Date ”) as the record date for determining the WonderFi Shareholders who are entitled to receive notice of and to vote at the WonderFi Meeting. Only registered WonderFi Shareholders of record as of the close of business on the Record Date are entitled to receive notice of the WonderFi Meeting and to attend and vote at the WonderFi Meeting virtually.

WonderFi will be mailing paper copies of, and will provide WonderFi Shareholders with electronic access to, this Notice and the Information Circular (collectively, the “ WonderFi Meeting Materials ”). The WonderFi Meeting Materials are available on WonderFi’s issuer profile on SEDAR+ at www.sedarplus.ca and on WonderFi’s website (www.wonder.fi).

The WonderFi Meeting will be held virtually and WonderFi Shareholders who choose to attend the WonderFi Meeting can do so by accessing a live audio webcast of the WonderFi Meeting via the internet. WonderFi Shareholders and their duly appointed proxyholders can access the WonderFi Meeting by visiting meetnow.global/MA6GU5Q. At this website, WonderFi Shareholders will be able to listen to the WonderFi Meeting live, submit questions and vote while the WonderFi Meeting is being held. We believe hosting the WonderFi Meeting virtually will enable increased WonderFi Shareholder attendance from different geographic locations and will encourage more active WonderFi Shareholder engagement and participation at the WonderFi Meeting.

WonderFi Shareholders who are unable to attend the WonderFi Meeting must follow the instructions on the enclosed form of proxy or voting instruction form. Only registered WonderFi Shareholders and their duly appointed proxyholders may participate and vote at the WonderFi Meeting. WonderFi Shareholders that hold their WonderFi Shares through a bank, broker or financial intermediary and wish to vote at the WonderFi Meeting must carefully

For questions or assistance, please call Morrow Sodali at 1.888.777.0836 toll-free or by email at

[email protected]

follow the instructions provided by their intermediary. If you are attending the WonderFi Meeting, please log-on to the virtual meeting in advance to ensure that your web browser and internet connection are working properly.

Voting by proxy will not prevent you from voting at the WonderFi Meeting if you validly revoke your proxy and attend the WonderFi Meeting virtually, you are encouraged to vote by proxy to ensure that your vote will be counted if you are unable to attend. In all cases, you should ensure that your proxy is received by Computershare Trust Company of Canada (“Computershare”) by no later than 48 hours prior (excluding Saturdays, Sundays and holidays) to the WonderFi Meeting or any adjournment or postponement thereof. In this case, assuming no adjournment of the WonderFi Meeting, the proxy cut-off time is 10:00 a.m. (Vancouver time) and 1:00 p.m. (Toronto time) on May 22, 2024. The proxy deadline may be waived or extended by the Chair of the WonderFi Meeting at his or her discretion without notice.

If you have questions about any of the information or require assistance in completing the enclosed proxy form or voting instruction form, as the case may be, please contact our strategic shareholder advisor and proxy solicitation agent: Morrow Sodali, by telephone at 1.888.777.0836 or by email at [email protected].

A WonderFi Shareholder has the right to appoint a person (who need not be a WonderFi Shareholder) to attend and act for such WonderFi Shareholder on his, her or its behalf at the WonderFi Meeting other than the persons designated in the enclosed form of proxy (the “Appointee”). Such right may be exercised by inserting in the blank space provided for that purpose, the name of the Appointee or by completing another proper form of proxy and, in either case, delivering the completed and executed proxy to WonderFi’s transfer agent and registrar, Computershare, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the WonderFi Meeting or any adjournment thereof. As an additional step required once the WonderFi Shareholder has deposited their proxy, the Appointee will need to be registered with Computershare to receive a control number in order to participate at the WonderFi Meeting. To register the Appointee with Computershare, please go to http://www.computershare.com/WonderFi and follow the instructions.

Your vote is very important, regardless of the number of WonderFi Shares that you own. Whether or not you expect to virtually attend the WonderFi Meeting, we encourage you to carefully review the Information Circular and vote the enclosed proxy or voting instruction form, as applicable, as promptly as possible to ensure that your vote will be counted at the WonderFi Meeting. If you have any questions about any of the information or require assistance in completing your form of proxy or voting instruction form for your WonderFi Shares, as applicable, please consult your financial, legal, tax and other professional advisors.

DATED at Toronto, Ontario, as of April 30, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

“ Dean Skurka ”

Dean Skurka President and Chief Executive Officer

Whether or not you expect to attend the online Meeting, please complete, date, sign and return the accompanying Proxy at your earliest convenience. The accompanying Information Circular provides further information respecting proxies and the matters to be considered at the Meeting and is deemed to form part of this Notice of Meeting.

ii -

For questions or assistance, please call Morrow Sodali at 1.888.777.0836 toll-free or by email at [email protected]

MANAGEMENT INFORMATION CIRCULAR

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 24, 2024

This management information circular (the “ Information Circular ”) of WonderFi Technologies Inc. (“ WonderFi ” or the “ Company ”) is furnished in connection with the solicitation of proxies by and on behalf of the management of WonderFi for use at the annual general meeting of the holders (the “ WonderFi Shareholders ”) of common shares of the Company (the “ WonderFi Shares ”), and at any adjournment(s) or postponement(s) thereof. Information contained in this Information Circular is given as of March 31, 2024, except where otherwise noted and except that information in documents incorporated by reference is given as of the dates noted therein.

The WonderFi Meeting will be held virtually via live audio webcast at meetnow.global/MA6GU5Q on May 24, 2024 at 10:00 a.m. (Vancouver time) and 1:00 p.m. (Toronto time), for the purposes set forth in the accompanying notice calling the WonderFi Meeting (the “ WonderFi Notice ”). WonderFi Shareholders who choose to attend the WonderFi Meeting will do so by accessing a live audio webcast of the WonderFi Meeting via the internet. WonderFi Shareholders will be able to listen to the WonderFi Meeting live, submit questions and submit their vote while the WonderFi Meeting is being held. To have their WonderFi Shares voted at the WonderFi Meeting, each registered WonderFi Shareholder (a “ Registered WonderFi Shareholder ”) or their duly appointed proxyholder will be required to enter their control number or other passcode prior to the start of the WonderFi Meeting. We believe hosting the WonderFi Meeting virtually will enable increased WonderFi Shareholder attendance from different geographic locations and will encourage more active WonderFi Shareholder engagement and participation at the WonderFi Meeting.

Solicitation of Proxies

WonderFi is soliciting your proxy for the WonderFi Meeting, and we pay all costs for doing so. WonderFi has engaged Morrow Sodali as its strategic shareholder advisor and proxy solicitation agent to assist with the solicitation of votes from shareholders and to provide strategic services in the areas of capital markets intelligence, governance and shareholder engagement and will pay fees of up to approximately $200,000 for the proxy solicitation service, in addition to certain out-of-pocket expenses. WonderFi may utilize the Broadridge QuickVote[TM] system to assist non-Registered WonderFi Shareholders with voting their WonderFi Shares. NonRegistered WonderFi Shareholders may be contacted by Morrow Sodali to obtain voting instructions directly over the telephone. Broadridge then tabulates the results of all the instructions received and provides the appropriate instructions respecting the WonderFi Shares to be represented at the WonderFi Meeting.

Distribution to Beneficial Holders

The WonderFi Notice calling the WonderFi Meeting, the accompanying Information Circular, and a form of proxy or voting instruction form, as applicable (collectively, the “ WonderFi Meeting Materials ”) are being sent to both Registered WonderFi Shareholders and non-Registered WonderFi Shareholders. If you are a non-Registered WonderFi Shareholder, and WonderFi or its agent has sent the WonderFi Meeting Materials directly to you, your name and address and information about your holdings of WonderFi Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. In accordance with the applicable Canadian securities laws, WonderFi is sending the WonderFi Meeting Materials directly to non-Registered WonderFi Shareholders that are “non-objecting beneficial owners” (or “NOBOs”) of WonderFi Shares through the services of its transfer agent and registrar, Computershare Trust Company of Canada (“ Computershare ”). WonderFi will pay the permitted fees and costs of Intermediaries incurred in connection with the distribution of the WonderFi Meeting Materials to NOBOs. In addition, WonderFi will cause its agent to deliver copies of the WonderFi Meeting Materials to the clearing agencies and intermediaries for onward distribution to non-Registered WonderFi Shareholders that are “objecting beneficial owners” (or “OBOs”). WonderFi will pay the permitted fees and costs of intermediaries incurred in connection with the distribution of the WonderFi Meeting Materials to OBOs. The WonderFi Meeting Materials distributed to NOBOs and OBOs include a voting instruction form. Please carefully review the instructions on the voting instruction form for completion and deposit to ensure your vote is recorded in advance of the WonderFi Meeting.

For questions or assistance, please call Morrow Sodali at 1.888.777.0836 toll-free or by email at

[email protected]

Voting by Proxy

On any ballot that may be called for, the WonderFi Shares represented by a properly executed proxy given in favour of the management proxyholders will be voted or withheld from voting in accordance with the instructions given on the proxy. If the WonderFi Shareholder specifies a choice with respect to any matter to be acted upon, the WonderFi Shares will be voted accordingly. In the absence of any direction in the instrument of proxy, such WonderFi Shares will be voted in favour of the matters set forth in the accompanying WonderFi Notice. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the accompanying WonderFi Notice, and with respect to other matters which may properly come before the WonderFi Meeting or any adjournment or postponement thereof, whether or not such matters are routine or contested. At the date of this Information Circular, management of WonderFi is not aware of any such amendment, variation or other matter to come before the WonderFi Meeting. However, if any amendments or variations to matters identified in the accompanying WonderFi Notice or any other matters which are not now known to management of WonderFi should properly come before the WonderFi Meeting or any adjournment or postponement thereof, the WonderFi Shares represented by properly executed proxies given in favour of the management proxyholders will be voted on such matters pursuant to such discretionary authority.

Participation and Voting at the WonderFi Meeting

Only Registered WonderFi Shareholders and their duly appointed proxyholders may attend and vote at the WonderFi Meeting. Registered WonderFi Shareholders and their duly appointed proxyholders who participate at the WonderFi Meeting online will be able to listen to the WonderFi Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out in this Information Circular. A Registered WonderFi Shareholder or a non-Registered WonderFi Shareholder who has appointed themselves or a third-party proxyholder to represent them at the WonderFi Meeting, will appear on a list of WonderFi Shareholders prepared by Computershare, the registrar and transfer agent of the WonderFi Shares. To have their WonderFi Shares voted at the meeting, each Registered WonderFi Shareholder or proxyholder will be required to enter their control number or other passcode prior to the start of the WonderFi Meeting.

Non-Registered WonderFi Shareholders who have not duly appointed themselves as proxyholders may attend the WonderFi Meeting as guests. Guests will be able to listen to the WonderFi Meeting online but will not be able to vote or ask questions at the WonderFi Meeting. This is because Computershare, does not have a record of the nonRegistered WonderFi Shareholders of and, as a result, will have no knowledge of shareholdings or entitlement to vote, unless the non-Registered WonderFi Shareholder appoints itself as proxyholder.

If you are a non-Registered WonderFi Shareholder and wish to vote at the WonderFi Meeting, you must (i) appoint yourself as proxyholder by inserting your own name in the space provided for appointing a proxyholder on the voting instruction form sent to you and follow all of the applicable instructions, including observing the deadline, provided by the Intermediary; and (ii) register with Computershare Trust Company of Canada. See “Appointment and Revocation of Proxies” below for additional information on how non-Registered WonderFi Shareholders can appoint themselves as proxyholder.

In order to streamline the virtual WonderFi Meeting process, WonderFi encourages WonderFi Shareholders to vote in advance of the WonderFi Meeting using the voting instruction form or the form of proxy mailed to them with the WonderFi Meeting Materials. WonderFi Shareholders wishing to attend the WonderFi Meeting do so via the following call-in numbers and URL: meetnow.global/MA6GU5Q.

If you attend the WonderFi Meeting online, it is important that you remain connected to the internet for the duration of the WonderFi Meeting in order to vote when balloting commences. It is your responsibility to ensure that you remain connected. The WonderFi Meeting will begin promptly at 10:00 a.m. (Vancouver time) on May 24, 2024, unless otherwise adjourned or postponed. You should allow ample time for the online check-in procedures prior to the start of the WonderFi Meeting.

For questions or assistance, please call Morrow Sodali at 1.888.777.0836 toll-free or by email at [email protected]

A summary of the information WonderFi Shareholders will need to attend the online meeting is provided below.

Registered WonderFi Shareholders must log in prior to the start of the WonderFi Meeting and enter the control number located on the form of proxy.
Duly appointed proxyholders will obtain from Computershare a passcode after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered as described in “Appointment of a Third Party as Proxy” below.
Guests, including non-Registered WonderFi Shareholders who have not duly appointed themselves as proxyholder can listen to the WonderFi Meeting, but will not be able to vote or ask questions. Log in online or by conference call, and then complete the registration.

If you are using a control number or passcode to login to the online WonderFi Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the WonderFi Meeting. If you DO NOT wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the WonderFi Meeting as a guest.

Appointment and Revocation of Proxies

The following applies to non-Registered WonderFi Shareholders who wish to appoint themselves as proxyholder to attend, ask questions and vote at the WonderFi Meeting. WonderFi Shareholders who wish to appoint a third-party proxyholder to represent them at the WonderFi Meeting must submit their proxy or voting instruction form (if applicable) prior to registering the proxyholder. Registering the proxyholder is an additional step once the holder has submitted its proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the meeting.

To register a proxyholder, WonderFi Shareholders MUST visit https://www.computershare.com/WonderFi by 10:00 a.m. (Vancouver time) on May 23, 2024 and provide Computershare Trust Company of Canada with the proxyholder’s contact information, so that Computershare Trust Company of Canada may provide the proxyholder with a passcode via email. Without a passcode, proxyholders will not be able to vote at the WonderFi Meeting .

United States Non-Registered Shareholders

To attend and vote at the WonderFi Meeting, holders must first obtain a valid legal proxy from their broker, bank or other agent and then register in advance to attend the WonderFi Meeting. Follow the instructions from the broker or bank included with WonderFi Meeting Materials or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from the broker, bank or other agent, to then register to attend the WonderFi Meeting, holders must submit a copy of their legal proxy to Computershare. Requests for registration should be directed to: Computershare Trust Company of Canada, at 100 University Avenue 8th Floor, Toronto, Ontario, M5J 2Y1 OR by Email at [email protected]. Requests for registration must be labeled as “Legal Proxy” and be received no later than 10:00 a.m. (Vancouver time) on May 23, 2024. Holders will receive a confirmation of registration by email. You may attend the WonderFi Meeting and vote during the virtual WonderFi Meeting. Please note that such holders are required to register the appointment at https://www.computershare.com/WonderFi.

Exercise of Discretion by Proxies

WonderFi Shares represented by properly executed proxies in favour of the Persons named in the enclosed form of proxy will be voted or withheld from voting in accordance with the instructions of the WonderFi Shareholder on any ballot that may be called for and, where the Person whose proxy is solicited specifies a choice with respect to the matters identified in the proxy, the WonderFi Shares will be voted or withheld from voting in accordance with the specifications so made. Where WonderFi Shareholders have properly executed proxies in favour of the Persons named in the enclosed form of proxy and have not specified in the form of proxy the manner in which the named proxies are required to vote the WonderFi Shares represented thereby, such WonderFi Shares will be voted in favour of the passing of the matters set forth in the WonderFi Notice. The enclosed form of proxy confers discretionary authority with

For questions or assistance, please call Morrow Sodali at 1.888.777.0836 toll-free or by email at [email protected]

respect to amendments or variations to the matters identified in the WonderFi Notice and with respect to other matters that may properly come before the WonderFi Meeting, whether or not such matters are routine or contested. At the date hereof, management of WonderFi knows of no such amendments, variations or other matters to come before the WonderFi Meeting. However, if any other matters which at present are not known to management of WonderFi should properly come before the WonderFi Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies.

Quorum

Pursuant to the articles of WonderFi, a quorum of WonderFi Shareholders will be present at the WonderFi Meeting if at least two persons are present in person, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued WonderFi Shares entitled to be voted at the WonderFi Meeting.

Record Date

WonderFi has fixed the close of business on March 25, 2024 as the record date for the purposes of determining WonderFi Shareholders entitled to receive the WonderFi Notice and vote at the WonderFi Meeting (the “ Record Date ”). As at the Record Date, 652,610,303 WonderFi Shares carrying the right to one vote per share at the WonderFi Meeting were issued and outstanding.

Voting Shares and Principal Holders Thereof

The authorized voting securities of WonderFi consist of an unlimited number of WonderFi Shares. As at Record Date, WonderFi had 652,610,303 WonderFi Shares outstanding, each carrying the right to one vote. Except as otherwise noted in this Circular, a simple majority of the votes cast at the WonderFi Meeting, whether in person, by proxy or otherwise, will constitute approval of any matter submitted to a vote.

To the knowledge of the directors and executive officers of the WonderFi, as at the date of this Information Circular, no Person beneficially owns, or controls or directs, directly or indirectly, voting securities of WonderFi carrying 10% or more of the voting rights attached to the WonderFi Shares, except the following:

Name of Shareholder	Number of Common Shares(1)(2)	Percentage of Common Shares(1)(2)
Mogo Inc. ("Mogo")(3)	86,962,639	13.33%

(1) The information as to WonderFi Shares beneficially owned, controlled or directed, not being within the knowledge of WonderFi, has been obtained by WonderFi from publicly disclosed information and/or furnished by the relevant shareholder.

(2) On a non-diluted basis.

(3) Additional information with respect to WonderFi Shares that Mogo, either alone or together with any joint actors, has ownership and control over is disclosed in an early warning report filed by Mogo on March 27, 2024, a copy of which is available under WonderFi’s issuer profile on SEDAR+ at www.sedarplus.ca.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

1. Financial Statements

The audited consolidated financial statements of WonderFi as at and for the year ended December 31, 2023, and the independent auditors’ report thereon, will be placed before the WonderFi Shareholders at the WonderFi Meeting, but no vote thereon is required. These documents are available upon request or they can be found under WonderFi’s issuer profile on SEDAR+ at Error! Hyperlink reference not valid.

2. Appointment of Auditor

On August 19, 2022, Raymond Chabot Grant Thornton LLP was appointed as the auditor of WonderFi to replace Crowe Mackay LLP, which appointment was last approved by WonderFi Shareholders at the annual general and special meeting of WonderFi Shareholders held on June 20, 2023. At the WonderFi Meeting, management of

For questions or assistance, please call Morrow Sodali at 1.888.777.0836 toll-free or by email at

[email protected]

WonderFi is recommending the re-appointment of Raymond Chabot Grant Thornton LLP as the auditor of WonderFi to hold office until the next annual general meeting of the WonderFi Shareholders at a remuneration to be fixed by the board of directors of WonderFi (the “ Board ” or the “ WonderFi Board ”).

To be effective, the resolution to re-appoint Raymond Chabot Grant Thornton LLP must be approved by not less than a majority of the votes cast by the WonderFi Shareholders present in person, or represented by proxy, at the WonderFi Meeting.

Unless otherwise instructed, proxies and voting instructions given pursuant to this solicitation by the management of WonderFi will be voted FOR appointing Raymond Chabot Grant Thornton LLP as WonderFi’s independent auditor for the ensuing year, and FOR authorizing the WonderFi Board to fix the remuneration of the auditor.

3. Election of Directors

The WonderFi Board currently consists of nine directors. At the WonderFi Meeting, WonderFi Shareholders are required to elect the directors of WonderFi to hold office until the next annual meeting of WonderFi Shareholders or until the successors of such directors are elected or appointed.

Information Concerning the Nominee Slate

The following table and the biographies below set out, among other things, the name of each of the persons proposed to be nominated for election or re-election, as the case may be, as a director of WonderFi; all positions and offices in WonderFi presently held by the nominee; the nominee’s principal occupation or employment for the last five years; the period during which the nominee has served as a director; and the number of WonderFi Shares that the nominee has advised are beneficially owned by the nominee, directly or indirectly, or over which control or direction is exercised, as of the Record Date:


				Number of
Name, place of				WonderFi Shares
residence and	Position(s)			Beneficially
positions with	with the		Period served	Owned of
WonderFi(1)	Company	Principal Occupation	as a director	WonderFi(2)

Dean Skurka Toronto, Ontario	Director President, Chief Executive Officer	Chief Executive Officer of WonderFi.	September 12, 2022 to Present	5,352,685
Robert Halpern Toronto, Ontario	Director(3)	Principal at Halpern & Co.	July 7, 2023 to Present	10,655,359
Jaime Leverton Toronto, Ontario	Director	Former Chief Executive Officer of Hut 8 Corp.	April 16, 2024 to Present	nil
Noel Biderman Toronto, Ontario	Director(3)	Chief Executive Officer of Avenue Insights.	April 16, 2024 to Present	nil
Wendy Rudd Toronto, Ontario	Director(3)	Member and director sitting on multiple boards and committees.	July 7, 2023 to Present	3,098,408
Justin Hartzman Toronto, Ontario	Director(3)	President, Chief Executive Officer and a director of CoinSmart. Prior thereto, the President, Chief Executive Officer and a director of SimplyDigital Technologies Inc.	July 7, 2023 to Present	17,992,171

For questions or assistance, please call Morrow Sodali at 1.888.777.0836 toll-free or by email at

[email protected]


				Number of
Name, place of				WonderFi Shares
residence and	Position(s)			Beneficially
positions with	with the		Period served	Owned of
WonderFi(1)	Company	Principal Occupation	as a director	WonderFi(2)

Kristin McAlister San Mateo, California	Proposed	Head of School / Chief Executive Officer of Centennial Montessori Inc.	Proposed	nil
Igor Gimelshtein Toronto, Ontario	Proposed	Principal of Zola Global Investors	Proposed	nil
Rob Godfrey Toronto, Ontario	Proposed	President and Chief Executive Officer of Keel Digital Solutions Corp.	Proposed	nil

Notes:

(1) Michael Wekerle, G. Scott Paterson, and Jason Theofilos, are not standing for re-election to the WonderFi Board.

(2) The information, not being within the knowledge of WonderFi, was obtained from the respective nominees themselves. Information is provided as at the Record Date.

(3) Information as to the committees and committee memberships of the WonderFi Board can be found below under the heading “ Corporate Governance – Item 1: Board of Directors ”.

Director Biographies

Dean Skurka

Dean Skurka is the President and Chief Executive Officer of WonderFi and oversees the execution of WonderFi’s strategy including the development of organic and inorganic growth opportunities for the Company. During his tenure, the Company has completed the acquisitions of Blockchain Foundry and Bitvo Inc., obtained regulatory approvals for Bitbuy and Coinsquare to offer staking services, and recently expanded into the Australian market. Most notably, in 2023, Mr. Skurka led WonderFi through the transformational three-way merger with Coinsquare, and CoinSmart, establishing WonderFi as the Canadian market leader with over 1.6 million client accounts, with $1.5 billion of assets under custody. Prior to assuming his position as CEO, he was formerly Head of Exchanges at WonderFi.

Prior to his role at WonderFi, Mr. Skurka was President at Bitbuy Holdings Inc. which was acquired by WonderFi Technologies Inc. for over $200 million in March 2022. Mr. Skurka joined Bitbuy Holdings Inc. in 2018, and led all finance, compliance, and regulatory strategy development and implementation and growth initiatives including all M&A transactions. Earlier in his career, Mr. Skurka spent over 5 years working in corporate restructuring and insolvency, acting as a financial advisor to secured lenders and financial institutions. He holds a Bachelor of Commerce from Ryerson University, having majored in finance, and minored in accounting.

Robert Halpern

Mr. Halpern is a serial entrepreneur and investor who has founded, financed, and advised many early stage and emerging growth companies. Mr. Halpern started his professional career at Ernst & Young and later worked as the Director of Special Situations at a leading boutique merchant bank in Toronto. Mr. Halpern sits on the board of several technology companies and holds a Bachelor of Commerce degree from Ryerson University and is a Chartered Accountant.

Jaime Leverton

Jaime Leverton is the former Chief Executive Officer of Hut 8 Corp. Ms. Leverton is a highly accomplished technology executive and industry thought leader with a long history of driving high growth mandates. With more than 20 years of leadership in the Canadian technology industry, she joined Hut 8 from her role as the Chief

For questions or assistance, please call Morrow Sodali at 1.888.777.0836 toll-free or by email at

[email protected]

Commercial Officer at eStruxture Data Centers. Her career also includes tenure as the General Manager of Canada and APAC with data center and cloud provider Cogeco Peer 1 (now Aptum) and leadership roles with National Bank, BlackBerry, Bell Canada and IBM Canada.

Noel Biderman

Noel Biderman is an international CEO, founder, author, speaker and lecturer. Mr. Biderman has overseen companies in a number of different verticals, most recently in the iGaming, legal technology and online dating spaces, but in addition, in the IPTV, online real estate, and sports management arena. These companies have generated over $1 billion in revenue and operate in over 50 countries and 20 different languages. The global marketing campaigns created by Mr. Biderman resulted in those services and websites becoming some of the most visited in the world. As a graduate of Osgoode Hall Law school, Mr. Biderman represented 47 professional athletes around the globe including in the NBA, NFL, as well as members of Canada’s Olympic team.

Wendy Rudd

Wendy Rudd is a former regulator and innovative securities industry leader, with demonstrated accomplishment in the introduction of leading-edge electronic trading products and services to the Canadian market. She is currently Chair of the Board of Coinsquare Capital Markets Ltd. (CCML). As a former Senior Vice President at IIROC (now CIRO), Wendy was instrumental in establishing CCML as a CIRO-regulated investment dealer. She is also currently Chair of the TMX Information Processor Governance Committee, a member of the Edward Jones Canada Compliance Advisory Committee, a member of the IG Wealth Management Funds Independent Review Committee, and an independent consultant focusing on regulatory issues.

Ms. Rudd’s previous roles include Director, President and Treasurer of the Canadian Capital Markets Association, Partner at Capco, and CEO of TriAct Canada Marketplace LP, where she established MATCHNow as Canada’s first Alternative Trading System. In her role at IIROC, she was instrumental in modernizing the regulation of Canadian equity and debt markets, as well as the conduct and prudential regulation of investment dealers. She holds a Bachelor of Math, Computer Science – Information Systems from the University of Waterloo and a Master of Business Administration from Wilfrid Laurier University.

Justin Hartzman

Mr. Hartzman is a seasoned executive with a focus on emerging technologies. Over the last 20 years, he has held leadership roles across the cryptocurrency, artificial intelligence, M&A and marketing industries. Justin previous served as the President and Chief Executive Officer of CoinSmart Financial Inc. since March 14, 2018, and concurrently became a director of CoinSmart in November 2021. He co-founded and led WeSellYourSite.com, All You Can Eat Internet, and NeedIs.com. Additionally, he also served as President of the board of directors for both All You Can Eat Internet and WeSellYourSite.com. He holds a Bachelor of Commerce with a Major in Management and Organizational Studies from Western University.

Kristin McAlister

Kristin McAlister is a successful entrepreneur and operator with a background in finance, human behavior and human development. In 2006, Ms. McAlister founded Centennial Montessori School in San Mateo, California, which is one of the top pre-K through elementary schools in the San Francisco Bay area. Ms. McAlister was formerly a financial analyst at Lehman Brothers as well as a researcher at the National Institute of Child Health and Human Development. Her philanthropic efforts focus on opening educational opportunities and financial services to populations without equitable access. Ms. McAlister received a dual honors undergraduate degree from Brown University in Biomedical Ethics and Psychology (Developmental Behavioral Neuroscience), and a master’s with distinction in Urban Education from Kings College, University of London. Ms. McAlister is currently a board member of Mogo Inc. (NASDAQ: MOGO).

For questions or assistance, please call Morrow Sodali at 1.888.777.0836 toll-free or by email at [email protected]

Igor Gimelshtein

Igor Gimelshtein is a Principal at Zola Global Investors, an operationally focused investment organization that deploys capital to help management teams build lasting and sustainable businesses. Prior to Zola, Igor was the Chief Financial Officer of MedReleaf where he was instrumental in creating unprecedented returns for shareholders. MedReleaf was acquired by Aurora Cannabis in 2018 for ~C$3.2BN in what is still the largest exit to date in the cannabis space. Prior to MedReleaf, he was a Vice President at Birch Hill Equity Partners, a leading Canadian private equity firm. While at Birch Hill, Igor worked on the development and management of a number of the portfolio companies and potential investments across a wide range of industries, each of which was aimed at generating significant growth and valuecreation. Igor played a key role in Birch Hill’s investments in companies such as Carmanah Design and Manufacturing, DHX Media (formerly Cookie Jar Entertainment), Mastermind Toys, Shred-it, and Softchoice. Prior to joining Birch Hill, Mr. Gimelshtein worked for Union Square Advisors as an investment banker focused on the technology sector. Igor holds an HBA (Ivey Scholar) from the Richard Ivey School of Business at Western University.

Rob Godfrey

Rob is a serial entrepreneur with a passion for start-ups and deep experience in business development & expansion, operations, strategic marketing, media and government relations. Over the past 15 years, Rob has successfully established/launched start-ups within a diverse business line portfolio, including chemical manufacturing (Qwatro USA), waste & soil remediation (Clean Soils) and pet services (Park9). Formerly the SVP of the Toronto Blue Jays, Chair of the Ontario SPCA and investment banker at TD Securities, Rob sits on several boards for companies within both private and public sectors. Rob holds a JD/MBA from Pepperdine University in California.

Board Recommendation

The WonderFi Board unanimously recommends that the WonderFi Shareholders vote FOR the election of each of the proposed nominees set forth above.

Unless authority is withheld, the persons named as management proxyholders intend to vote the WonderFi Shares represented by each proxy, properly executed, FOR the election of the each of the proposed nominees set forth above.

Majority Voting for Directors

The WonderFi Board adopted a policy requiring that, in an uncontested election of directors, any nominee who receives a greater number of votes “withheld” than votes “for” will tender a resignation to the Chairman of the WonderFi Board promptly following the WonderFi Meeting. The Compensation, Nomination and Governance Committee of the Board (the “ CNGC ”) will consider the offer of resignation and, except in special circumstances, will recommend that the WonderFi Board accept the resignation. The WonderFi Board will make its decision and announce it in a press release within 90 days following the WonderFi Meeting, including the reasons for rejecting the resignation, if applicable. The nominee will not participate in any CNGC or WonderFi Board deliberations on the resignation offer. The policy does not apply in circumstances involving contested director elections.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

For the purposes of the following disclosure, “order” means (a) a cease trade order; (b) an order similar to a cease trade order; or (c) an order that denied the relevant company access to any exemption under securities legislation, any of which was in effect for a period of more than thirty consecutive days.

No current directors or proposed director nominee of WonderFi:

(a) is, as at the date of this Information Circular, or has been, within ten years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including WonderFi) that,
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(i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(ii) was subject to an order that was issued after the proposed director was acting in the capacity as director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer,
(b) is, as at the date of this Information Circular, or has been within ten years before the date of this Information Circular, a director or executive officer of any company (including WonderFi) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, amalgamation or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;
(c) has, within the ten years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, amalgamation or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or
(d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Director Nominations and Advance Notice

WonderFi’s amended articles (the “ Articles ”), which were approved by the WonderFi Shareholders at its 2022 annual general meeting, contain an advance notice provision for director nominations. The advance notice provisions provide that WonderFi Shareholders seeking to nominate candidates as directors must provide timely written notice prior to any annual or special meeting of WonderFi Shareholders for any director nominee to be eligible for election at any annual or special meeting of WonderFi Shareholders. Only persons who are nominated in accordance with the advance notice provision procedures shall be eligible for election as directors of WonderFi.

The notice must be given not less than 30 days and not more than 65 days prior to the data of the annual meeting of shareholders; provided however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice by a nominating shareholder may be made not later than the 10th day following the first public announcement of the date of the annual meeting. In the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors, notice must be given not later than the close of 15th day following the day on which the first public announcement of the date of the special meeting of shareholders was made. The WonderFi Board may, in its sole discretion, waive the time periods summarized above.

The foregoing description of the advance notice provisions contained in the Articles is intended as a summary only and should not be interpreted as complete. It is subject to, and qualified by reference to all of the provisions of the Articles, which contain the full text of the advance notice provisions, which are available on SEDAR+ at www.sedarplus.ca and on WonderFi’s website (www.wonder.fi).

For questions or assistance, please call Morrow Sodali at 1.888.777.0836 toll-free or by email at [email protected]

Investor Rights Agreements

WonderFi Group

In accordance with the terms of the investor rights agreement entered into on April 2, 2023 (the “ WonderFi IRA ”), as amended April 30, 2024 (the “ WonderFi IRA Amendment ” and, collectively with the WonderFi IRA, the “ Amended WonderFi IRA ”), between Dean Skurka, Robert Halpern, Karia (formerly Ben) Samaroo, Evan Kuhn, Cong Ly, and Chris Marsh (collectively, the “ WonderFi Group ”) and WonderFi, the WonderFi Group has, among other rights, the right to nominate two individuals to the WonderFi Board, provided that the WonderFi Group collectively owns, controls or directs, directly or indirectly, in the aggregate, at least 10,000,000 WonderFi Shares (inclusive of WonderFi Shares underlying convertible securities of WonderFi individually held by the members of the WonderFi Group). The nominees of the WonderFi Group must meet all applicable corporate, securities law and stock exchange requirements applicable for serving as director.

The Amended WonderFi IRA will automatically terminate upon the earlier to occur of: (i) the written agreement of the parties to terminate the Amended WonderFi IRA; (ii) the date immediately following the date of the annual general meeting of WonderFi Shareholders held in the 2026 calendar year (including any adjournment(s), the “ 2026 AGM ”); and (iii) the dissolution or liquidation of WonderFi. Notwithstanding the foregoing, in the event that the nominees proposed by management to be elected at the WonderFi Meeting (and no one else) are not elected to the WonderFi Board, then the WonderFi IRA Amendment will terminate, and the WonderFi IRA will revert to its original terms.

Until the termination of the Amended WonderFi IRA, each member of the WonderFi Group shall vote, or cause to be voted, all WonderFi Shares owned by such member, or over which such member of the WonderFi Group has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that, at each meeting where WonderFi Shareholders consider which directors are to be elected to or removed from the WonderFi Board or pursuant to any written resolution of the WonderFi Shareholders, the size of the WonderFi Board shall be set and remain at nine directors and WonderFi agrees to maintain the number of directors at nine during such period. Notwithstanding the foregoing, in the event that the WonderFi Group ceases to have a right to designate nominees for election to the WonderFi Board as described above, then WonderFi, with the consent of each of the CoinSmart Group (as defined below), Mogo and the KAOS Group (as defined below) (to the extent such parties have director nomination rights pursuant to their respective investor rights agreements) may, at any meeting of WonderFi Shareholders at which directors are to be elected, or pursuant to any written resolution of the WonderFi Shareholders, seek to reduce the size of the WonderFi Board to such number of directors as the WonderFi Board in its sole discretion may determine.

The Amended WonderFi IRA also contains a covenant that, until the termination of the Amended WonderFi IRA or a material breach of the Amended WonderFi IRA by the Company that is not cured or is incapable of being cured within 10 business days following receipt of written notice thereof by the WonderFi Group, the WonderFi Group agrees to (i) be represented in person or by proxy and cause all WonderFi Shares that they and their respective affiliates beneficially own or exercise control or direction over, to be counted as present for purposes of establishing a quorum, (ii) to vote in favour of each of the individuals nominated and recommended for election by the WonderFi Board (and not in favour of any other nominees), and (iii) vote all WonderFi Shares in favour of each other matter or proposal recommended for approval by the WonderFi Board that requires approval by ordinary resolution (which excludes any matter that requires approval by special resolution or that disproportionately and adversely affects the WonderFi Group, as compared to other WonderFi Shareholders).

The WonderFi Group has also agreed to customary standstill provisions that, until the termination of the Amended WonderFi IRA, restricts the ability of the members of the WonderFi Group (subject to certain exceptions) to, among other things (i) solicit proxies to vote or seek to influence any other person with respect to the voting of any securities of WonderFi; (ii) in any manner acquire, offer or propose to acquire, make any take-over bid, tender offer or otherwise agree to acquire, directly or indirectly, any direct or indirect beneficial interest in, or control or direction over, any securities of WonderFi (provided that the WonderFi Group is permitted to acquire outstanding WonderFi Shares provided that such acquisition would not result in the WonderFi Group beneficially owning, directly or indirectly, more than 19.99% of the outstanding WonderFi Shares excluding any WonderFi Shares owned by any person acting jointly or in concert with the WonderFi Group); (iii) engage in any course of conduct with the purpose of causing

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WonderFi Shareholders to vote contrary to the recommendation of the WonderFi Board on any matter presented to WonderFi Shareholders for their vote at any meeting of the WonderFi Shareholders.

The foregoing description of the Amended WonderFi IRA is a brief summary of nomination, voting and standstill rights only, and the foregoing is subject to the complete text of the WonderFi IRA and WonderFi IRA Amendment (and the additional terms and conditions contained therein), copies of which are or will be available, as the case may be, on WonderFi’s SEDAR+ profile at www.sedarplus.ca.

CoinSmart Group

In accordance with the terms of the investor rights agreement entered into on April 2, 2023 (the “ CoinSmart IRA ”), as amended April 30, 2024 (the “ CoinSmart IRA Amendment ” and, collectively with the Coinsmart IRA, the “ Amended CoinSmart IRA ”), between Justin Hartzman, Jeremy Koven, and Michael Koral (collectively, the “ CoinSmart Group ”) and WonderFi, the CoinSmart Group has, among other rights, the right to nominate one individual to the WonderFi Board, provided that the CoinSmart Group collectively owns, controls or directs, directly or indirectly, in the aggregate, at least 10,000,000 WonderFi Shares (inclusive of WonderFi Shares underlying convertible securities of WonderFi individually held by the members of the CoinSmart Group). The nominee of the CoinSmart Group must meet all applicable corporate, securities law and stock exchange requirements applicable for serving as a director.

The Amended CoinSmart IRA will automatically terminate upon the earlier to occur of: (i) the written agreement of the parties to terminate the Amended CoinSmart IRA; (ii) the date immediately following the date of the 2026 AGM; and (iii) the dissolution or liquidation of WonderFi. Notwithstanding the foregoing, in the event that the nominees proposed by management to be elected at the WonderFi Meeting (and no one else) are not elected to the WonderFi Board, then the CoinSmart IRA Amendment will terminate, and the CoinSmart IRA will revert to its original terms.

Until the termination of the Amended CoinSmart IRA, each member of the CoinSmart Group shall vote, or cause to be voted, all WonderFi Shares owned by such member, or over which such member of the CoinSmart Group has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that, at each meeting where WonderFi Shareholders consider which directors are to be elected to or removed from the WonderFi Board or pursuant to any written resolution of the WonderFi Shareholders, the size of the WonderFi Board shall be set and remain at nine directors and WonderFi agrees to maintain the number of directors at nine during such period. Notwithstanding the foregoing, in the event that the CoinSmart Group ceases to have a right to designate a nominee for election to the WonderFi Board as described above, then WonderFi, with the consent of each of the WonderFi Group, Mogo and the KAOS Group (as defined below) may (to the extent such parties have director nomination rights pursuant to their respective investor rights agreements), at any meeting of WonderFi Shareholders at which directors are to be elected, or pursuant to any written resolution of the WonderFi Shareholders, seek to reduce the size of the WonderFi Board to such number of directors as the WonderFi Board in its sole discretion may determine.

The Amended CoinSmart IRA also contains a covenant that, until the termination of the Amended CoinSmart IRA or a material breach of the Amended CoinSmart IRA by the Company that is not cured or is incapable of being cured within 10 business days following receipt of written notice thereof by the CoinSmart Group, the CoinSmart Group agrees to (i) be represented in person or by proxy and cause all WonderFi Shares that they and their respective affiliates beneficially own or exercise control or direction over, to be counted as present for purposes of establishing a quorum, (ii) to vote in favour of each of the individuals nominated and recommended for election by the WonderFi Board (and not in favour of any other nominees), and (iii) vote all WonderFi Shares in favour of each other matter or proposal recommended for approval by the WonderFi Board that requires approval by ordinary resolution (which excludes any matter that requires approval by special resolution or that disproportionately and adversely affects the CoinSmart Group, as compared to other WonderFi Shareholders).

The CoinSmart Group have also agreed to customary standstill provisions that, until the termination of the Amended CoinSmart IRA, restricts the ability of the members of the CoinSmart Group (subject to certain exceptions) to, among other things (i) solicit proxies to vote or seek to influence any other person with respect to the voting of any securities of WonderFi; (ii) in any manner acquire, offer or propose to acquire, make any take-over bid, tender offer or otherwise agree to acquire, directly or indirectly, any direct or indirect beneficial interest in, or control or direction over, any securities of WonderFi (provided that the CoinSmart Group is permitted to acquire outstanding WonderFi Shares

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provided that such acquisition would not result in the CoinSmart Group beneficially owning, directly or indirectly, more than 19.99% of the outstanding WonderFi Shares excluding any WonderFi Shares owned by any person acting jointly or in concert with the CoinSmart Group); (iii) engage in any course of conduct with the purpose of causing WonderFi Shareholders to vote contrary to the recommendation of the WonderFi Board on any matter presented to WonderFi Shareholders for their vote at any meeting of the WonderFi Shareholders.

The foregoing description of the Amended CoinSmart IRA is a brief summary of nomination, voting and standstill rights only, and the foregoing is subject to the complete text of the CoinSmart IRA and CoinSmart IRA Amendment (and the additional terms and conditions contained therein), copies of which are or will be available, as the case may be, on WonderFi’s SEDAR+ profile at www.sedarplus.ca.

Mogo

In accordance with the terms of the investor rights agreement entered into on April 2, 2023 (the “ Mogo IRA ”), as amended April 30, 2024 (the “ Mogo IRA Amendment ” and, collectively with the Mogo IRA, the “ Amended Mogo IRA ”), between Mogo and WonderFi, Mogo has, among other rights, the right to nominate one individual to the WonderFi Board, until the earlier of: (i) the termination of the 2026 AGM; and (ii) until such time as Mogo ceases to own, control or direct, directly or indirectly, in the aggregate, at least 20,000,000 WonderFi Shares. The nominee of Mogo must meet all applicable corporate, securities law and stock exchange requirements applicable for serving as a director and cannot serve as an executive officer of WonderFi or any of its subsidiaries.

The Amended Mogo IRA will automatically terminate upon the earlier to occur of: (i) the written agreement of the parties to terminate the Amended Mogo IRA; (ii) the date immediately following the date of the 2026 AGM; (iii) and the dissolution or liquidation of WonderFi (subject to survival of certain reciprocal standstill obligations described below). Notwithstanding the foregoing, in the event that the nominees proposed by management to be elected at the WonderFi Meeting (and no one else) are not elected to the WonderFi Board, then the Mogo IRA Amendment will terminate, and the Mogo IRA will revert to its original terms.

Until the termination of the Amended Mogo IRA, Mogo shall vote, or cause to be voted, all WonderFi Shares owned by it, or over which it has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that, at each meeting where WonderFi Shareholders consider which directors are to be elected to or removed from the WonderFi Board or pursuant to any written resolution of the WonderFi Shareholders, the size of the WonderFi Board shall be set and remain at nine directors and WonderFi agrees to maintain the number of directors at nine during such period. Notwithstanding the foregoing, in the event that Mogo ceases to have a right to designate nominees for election to the WonderFi Board as described above, then WonderFi, with the consent of each of the WonderFi Group, the CoinSmart Group and the KAOS Group (as defined below) may (to the extent such parties have director nomination rights pursuant to their respective investor rights agreements), at any meeting of WonderFi Shareholders at which directors are to be elected, or pursuant to any written resolution of the WonderFi Shareholders, seek to reduce the size of the WonderFi Board to such number of directors as the WonderFi Board in its sole discretion may determine.

The Amended Mogo IRA also contains a covenant that, until the termination of the Amended Mogo IRA or a material breach of the Amended Mogo IRA by the Company that is not cured or is incapable of being cured within 10 business days following receipt of written notice thereof by Mogo, Mogo agrees to (i) be represented in person or by proxy and cause all WonderFi Shares that it and its affiliates beneficially own or exercise control or direction over, to be counted as present for purposes of establishing a quorum, (ii) to vote in favour of each of the individuals nominated and recommended for election by the WonderFi Board (and not in favour of any other nominees), and (iii) vote all WonderFi Shares in favour of each other matter or proposal recommended for approval by the WonderFi Board that requires approval by ordinary resolution (which excludes any matter that requires approval by special resolution or that disproportionately and adversely affects Mogo, as compared to other WonderFi Shareholders); provided that, with respect to the 2026 AGM, in the event the Coinsmart Group ceases to have a nomination right under the Amended Coinsmart IRA, Mogo has the right to vote “withhold” against one management nominee proposed to be elected to the WonderFi Board, and in the event the WonderFi Group ceases to have a nomination right under the Amended WonderFi IRA, Mogo has the right to vote “withhold” against up to two management nominees proposed to be elected to the WonderFi Board, and in the event both the Coinsmart Group and WonderFi Group cease to have nomination

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rights under their respective amended investor rights agreements, Mogo has the right to vote “withhold” against all management nominees proposed to be elected to the WonderFi Board.

Each of Mogo and WonderFi have agreed that, for so long as Mogo, together with its permitted transferees, owns, controls or directs, directly or indirectly, in the aggregate, at least 20,000,000 WonderFi Shares, they will not, without the prior written consent of the other party, directly or indirectly, alone, jointly or in concert with any other person, in any manner, acquire, offer or propose to acquire, make any take-over bid, tender offer or otherwise agree to acquire, directly or indirectly, any direct or indirect beneficial interest in, or control or direction over, any securities, including, without limitation, any rights, warrants or options to acquire, or securities convertible into or exchangeable for, any securities of the other party. This mutual standstill obligation survives the termination of the Amended Mogo IRA.

Each of Mogo and WonderFi have also agreed to customary standstill provisions that, until the termination of the Amended Mogo IRA, restricts the ability of either party (subject to certain exceptions) to, among other things (i) solicit proxies to vote or seek to influence any other person with respect to the voting of any securities of the other party; (ii) in any manner acquire, offer or propose to acquire, make any take-over bid, tender offer or otherwise agree to acquire, directly or indirectly, any direct or indirect beneficial interest in, or control or direction over, any securities of the other party; (iii) engage in any course of conduct with the purpose of causing shareholders of either Mogo or WonderFi to vote contrary to the recommendation of the WonderFi Board or the board of directors of Mogo, as the case may be, on any matter presented to shareholders for their vote at any meeting of the shareholders of either WonderFi or Mogo, as applicable.

Mogo has also agreed, subject to applicable laws, and only if and when the 10-day volume-weighted average price of the WonderFi Shares on the TSX is equal to or greater than $0.40, to direct a registered broker-dealer to sell an aggregate of up to 20,000,000 WonderFi Shares through a sales program administered by Mogo’s registered broker-dealer, which sales program must provide for an orderly sale of such WonderFi Shares, with daily sales volumes limited to a reasonable percentage of the average daily trading volume that ensures the market stability of the WonderFi Shares is maintained, provided that such daily sales volumes must be a minimum of 10% of the average daily trading volumes of the WonderFi Shares. Notwithstanding the foregoing, Mogo is under no obligation to sell WonderFi Shares at a price per share less than $0.40. The foregoing sales program is also subject to any restrictions on Mogo’s ability to sell WonderFi Shares under existing arrangements with Mogo’s creditors, however Mogo has agreed to use commercially reasonable efforts to seek the approval of its lenders to permit such sales.

The foregoing description of the Amended Mogo IRA is a brief summary of nomination, voting and standstill rights only, and the foregoing is subject to the complete text of the Mogo IRA and Mogo IRA Amendment (and the additional terms and conditions contained therein), copies of which are or will be available, as the case may be, on WonderFi’s SEDAR+ profile at www.sedarplus.ca.

KAOS Group

In accordance with the terms of the investor rights agreement entered into on April 30, 2024, between KAOS Capital Ltd., Adam Arviv (and together with KAOS Capital Ltd., the “ KAOS Group ”) and WonderFi (the “ KAOS IRA ”), the KAOS Group has, among other rights, the right to:

(a) (i) nominate one nominee to the WonderFi Board at any meeting where directors of WonderFi are elected up until the annual general meeting of shareholders of WonderFi to be held in 2025 (the “ 2025 AGM ”), provided that the KAOS Group beneficially owns and controls, directly or indirectly, between 10,000,000 and 19,999,999 WonderFi Shares as at the record date for the 2025 AGM, and has held at least 6,000,000 WonderFi Shares since the date of the KAOS IRA; or

(ii) nominate two nominees to the WonderFi Board up to and including any meeting where directors of WonderFi are elected up until the 2025 AGM, provided that the KAOS Group beneficially owns and controls, directly or indirectly at least 20,000,000 WonderFi Shares as at the record date for the 2025 AGM, and has held at least 6,000,000 WonderFi Shares since the date of the KAOS IRA; and

(b) nominate one (1) nominee to the WonderFi Board in respect of any meeting where directors of WonderFi are elected following the 2025 AGM and up to and including the 2026 AGM, provided that the KAOS Group
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beneficially owns and controls, directly or indirectly at least 15,000,000 WonderFi Shares between September 30, 2024 and the record date for the 2026 AGM.

The nominee(s) of the KAOS Group must meet all applicable corporate, securities law and stock exchange requirements applicable for serving as a director and cannot serve as an executive officer of WonderFi or any of its subsidiaries. In addition, the nominee(s) of the KAOS Group must be (and remain throughout their term of office as directors), “independent” of WonderFi pursuant to section 1.4 of National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) and by the independence rules of any stock exchange on which the WonderFi Shares are listed (or to which application to be listed has been made by WonderFi).

In addition to the qualification requirements under applicable law for the director nominees of the KAOS Group, if the KAOS Group designates as director nominees anyone other than Rob Godfrey or Igor Gimelshtein, any replacement director nominee(s) of the KAOS Group must be satisfactory to WonderFi (acting reasonably).

The KAOS IRA will automatically terminate upon the earlier to occur of: (i) the written agreement of the parties to terminate the KAOS IRA; (ii) the date immediately following the date of the 2026 AGM; (iii) if the nominees proposed by management to be elected at the WonderFi Meeting (and no one else) are not elected to the WonderFi Board; and (iv) the dissolution or liquidation of WonderFi.

Until the termination of the KAOS IRA, each member of the KAOS Group shall vote, or cause to be voted, all WonderFi Shares owned by such member, or over which such member of the KAOS Group has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that, at each meeting where WonderFi Shareholders consider which directors are to be elected to or removed from the WonderFi Board or pursuant to any written resolution of the WonderFi Shareholders, the size of the WonderFi Board shall be set and remain at nine directors and WonderFi agrees to maintain the number of directors at nine during such period. Notwithstanding the foregoing, in the event that the KAOS Group ceases to have a right to designate nominees for election to the WonderFi Board as described above, then WonderFi, with the consent of each of the WonderFi Group, the CoinSmart Group and Mogo may (to the extent such parties have director nomination rights pursuant to their respective investor rights agreements), at any meeting of WonderFi Shareholders at which directors are to be elected, or pursuant to any written resolution of the WonderFi Shareholders, seek to reduce the size of the WonderFi Board to such number of directors as the WonderFi Board in its sole discretion may determine.

The KAOS IRA also contains a covenant that, until the termination of the KAOS IRA or a material breach of the KAOS IRA by the Company that is not cured or is incapable of being cured within 10 business days following receipt of written notice thereof by the KAOS Group, the KAOS Group agrees to (i) be represented in person or by proxy and cause all WonderFi Shares that they and their respective affiliates beneficially own or exercise control or direction over, to be counted as present for purposes of establishing a quorum, (ii) to vote in favour of each of the individuals nominated and recommended for election by the WonderFi Board (and not in favour of any other nominees), and (iii) vote all WonderFi Shares in favour of each other matter or proposal recommended for approval by the WonderFi Board that requires approval by ordinary resolution (which excludes any matter that requires approval by special resolution or that disproportionately and adversely affects the KAOS Group, as compared to other WonderFi Shareholders); provided that in respect of any WonderFi Shares that the KAOS Group acquires from Mogo, such WonderFi Shares shall be required to be voted in accordance with the voting commitments contained in the Amended Mogo IRA.

The KAOS Group has also covenanted that, until April 30, 2025, the KAOS Group will not sell, assign, transfer or otherwise dispose of WonderFi Shares to any person, other than transfers to affiliates (provided that the transferee will remain responsible for the covenants, agreements and obligations applicable to the KAOS Group), and transfers by way of deposit under a bona fide take-over bid or in connection with a statutory plan of arrangement, amalgamation or other similar business combination involving WonderFi, or if the WonderFi Shares are trading on the Toronto Stock Exchange with a 10-day trailing volume-weighted average price of not less than $0.50 per share, the KAOS Group may sell WonderFi Shares, provided that such sales are not for less than $0.50 per share.

The KAOS Group has also agreed to customary standstill provisions that, until the termination of the KAOS IRA, restricts the ability of the members of the KAOS Group (subject to certain exceptions) to, among other things (i) solicit proxies to vote or seek to influence any other person with respect to the voting of any securities of WonderFi; (ii) in

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any manner acquire, offer or propose to acquire, make any take-over bid, tender offer or otherwise agree to acquire, directly or indirectly, any direct or indirect beneficial interest in, or control or direction over, any securities of WonderFi (provided that the KAOS Group is permitted to acquire outstanding WonderFi Shares provided that such acquisition would not result in the KAOS Group beneficially owning, directly or indirectly, more than 19.99% of the outstanding WonderFi Shares excluding any WonderFi Shares owned by any person acting jointly or in concert with the KAOS Group); (iii) engage in any course of conduct with the purpose of causing WonderFi Shareholders to vote contrary to the recommendation of the WonderFi Board on any matter presented to WonderFi Shareholders for their vote at any meeting of the WonderFi Shareholders.

The foregoing description of the KAOS IRA is a brief summary of nomination, voting and standstill rights only, and the foregoing is subject to the complete text of the KAOS IRA (and the additional terms and conditions contained therein), a copy of which is or will be available, as the case may be, on WonderFi’s SEDAR+ profile at www.sedarplus.ca.

Voting Agreement

Each of Mogo, Jason Theofilos, the WonderFi Group, and the CoinSmart Group entered into a voting agreement with WonderFi dated April 2, 2023 (the “ WonderFi Voting Agreement ”) with respect to certain shareholder rights. The following is a summary of the material attributes and characteristics of the WonderFi Voting Agreement. This summary is qualified in its entirety by reference to the provisions of that agreement, which contains a complete statement of those attributes and characteristics. The WonderFi Voting Agreement is available under WonderFi’s SEDAR+ profile at www.sedarplus.ca .

Size and Composition of the WonderFi Board and Nominees under the WonderFi Voting Agreement

Until the later of (i) the date that is twenty four (24) months following the date of the WonderFi Voting Agreement and (ii) the second annual general meeting of WonderFi held after July 10, 2023 at which directors are elected to the WonderFi Board, each party to the WonderFi Voting Agreement shall vote, or cause to be voted, all WonderFi Shares owned by them and their permitted transferees, or over which they have voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that, at each meeting of the WonderFi Shareholders at which directors are to be elected to or proposed to be removed from the WonderFi Board or pursuant to any written resolution of the WonderFi Shareholders: (a) such WonderFi Shares are voted in favour of the size of the WonderFi Board being set at and remaining at nine directors; and (b) such WonderFi Shares are voted in favour of Jason Theofilos, Mogo’s nominee, the two WonderFi Group nominees, and the CoinSmart Group nominee for election to the WonderFi Board, provided that such nominees are included as nominees in WonderFi’s management information circular relating to such meeting.

Notwithstanding the foregoing:

(a) if Mogo disposes, sells, transfers or assigns (other than to a permitted transferee) more than 25% of the WonderFi Shares it held as of July 10, 2023, then each of the WonderFi Group, each of the CoinSmart Group, and Jason Theofilos shall not be obligated to vote in favour of the nominee for Mogo;
(b) if Robert Halpern disposes, sells, transfers or assigns more than 25% of the WonderFi Shares he held as of July 10, 2023, then Mogo, each member of the CoinSmart Group and Jason Theofilos shall not be obligated to vote in favour of Robert Halpern as a WonderFi Group nominee or any other person who replaces Robert Halpern as a WonderFi Group nominee;
(c) if Dean Skurka disposes, sells, transfers or assigns more than 25% of the WonderFi Shares he held as of July 10, 2023, then Mogo, each member of the CoinSmart Group and Jason Theofilos shall not be obligated to vote in favour of Dean Skurka as a WonderFi Group nominee or any other person who replaces Dean Skurka as a WonderFi Group nominee; and
(d) if Justin Hartzman disposes, sells, transfers or assigns more than 25% of the Shares he held as of July 10, 2023, then Mogo, each member of the WonderFi Group, and Jason Theofilos shall not be obligated to vote
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in favour of Justin Hartzman as a CoinSmart Group nominee or any other person who replaces Justin Hartzman as a CoinSmart nominee.

The foregoing description of the rights and obligations of the parties to the WonderFi Voting Agreement are separate from and additional to the obligations of any parties in common to the Amended WonderFi IRA, the Amended CoinSmart IRA and the Amended Mogo IRA. See the section entitled “ Investor Rights Agreements ” above.

CORPORATE GOVERNANCE

General

Corporate governance refers to the policies and structure of the board of directors of a corporation, whose members are elected by and are accountable to the WonderFi Shareholders. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and adoption of policies to ensure the board of directors recognizes the principles of good management. The WonderFi Board is committed to sound corporate governance practices, as such practices are both in the interests of WonderFi Shareholders and help to contribute to effective and efficient decision-making.

The WonderFi Board believes that good corporate governance improves corporate performance and benefits all Shareholders. The CSA have adopted National Policy 58-201 – Corporate Governance Guidelines , which provides non-prescriptive guidelines on corporate governance practices for non-venture reporting issuers such as WonderFi. In this regard, WonderFi is required to include in the Information Circular the disclosure required by Form 58-101F1 - Corporate Governance Disclosure (Form 58-101F1).

Item 1: Board of Directors

The WonderFi Board supervises the CEO and the CFO. Both the CEO and CFO are required to act in accordance with the scope of authority provided to them by the Board.

The WonderFi Board currently has nine members. Each director is elected annually by the shareholders and serves for a term that will end at WonderFi’s next annual meeting. For the upcoming year, the WonderFi Board believes that nine directors are a sufficient number to ensure that the WonderFi Board will be comprised of directors with a broad range of experience and expertise and will be able to function independently of management. In connection with the acquisitions of Coinsquare Ltd. and CoinSmart Financial Inc., the Company entered into investor rights agreements where it contractually agreed to set and remain the size of the Board to nine directors for a period of two years following the acquisitions. See as well the section entitled “ Investor Rights Agreements ”.

A material relationship is a relationship which could, in the view of the WonderFi Board, be reasonably expected to interfere with the exercise of a member’s independent judgment.

The following table summarizes the composition of the WonderFi Board and committees and the attendance at each meeting:

Board Members	Year Appointed	Independent	Audit Committee	Compensation, Nomination and Governance Committee	Number of meetings attended in 2023
Dean Skurka	2022				53
Christopher Marsh(6)	2023	X	X	X	37
Robert Halpern(1)	2023			X	36

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Board Members	Year Appointed	Independent	Audit Committee	Compensation, Nomination and Governance Committee	Number of meetings attended in 2023
Michael Wekerle(4)	2023	X			35
Jason Theofilos(2)(4)	2023	X	X	X	30
Nicholas Thadaney(6)	2023	X	X		34
Wendy Rudd(3)	2023	X		X	36
Justin Hartzman	2023			X	36
G. Scott Paterson(4)	2023	X	X		31
Jaime Leverton(7)	2024	X	X		N/A
Noel Biderman(7)	2024			X	N/A

Notes:

(1) Current Chair of the WonderFi Board.
(2) Current Chair of the Audit Committee.
(3) Current Chair of the CNGC.
(4) Michael Wekerle, Jason Theofilos and G. Scott Paterson are not standing for re-election to the WonderFi Board. Mogo has nominated Kristin McAlister for election in Michael Wekerle’s place.
(5) Dean Skurka is not considered independent because he is an officer of WonderFi. Robert Halpern, Noel Biderman and Justin Hartzman are not considered independent because they have each received payments in excess of $75,000 from WonderFi.

(6) Nicholas Thadaney and Christopher Marsh resigned from the WonderFi Board on April 16, 2024.

(7) Jaime Leverton and Noel Biderman were appointed to the WonderFi Board on April 16, 2024.

The independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. To facilitate open and candid discussion amongst the independent directors, in-camera sessions and other discussions amongst the independent board members are held during board meetings.

The chair of the board is not independent. The board appointed Wendy Rudd as its lead independent director to assist with facilitating discussions amongst the independent directors of the board. As the lead independent director, Wendy Rudd engages with the chairs of the board and chief executive officer and provides feedback to the independent directors. Wendy Rudd works with the chairs of the board and general counsel to establish board meeting schedules and agenda. Wendy Rudd also provides feedback on information sent to the board, including the quality, quantity, appropriateness, and timeliness of such information.

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The current directors / nominee directors of WonderFi are currently directors of the following other reporting issuers:

Name of Director	Name of Reporting Issuer	Stock Exchange
G. Scott Paterson	Trees Corporation QYOU Media Inc.	OTCQB TSX Venture Exchange
Kristin McAlister	Mogo Inc.	TSX, NASDAQ
Rob Godfrey	Kings Entertainment Group Inc.	CSE

Item 2: Board Mandate

Attached as Schedule “A” is the mandate of the WonderFi Board.

Item 3: Position Descriptions:

The WonderFi Board has developed written position descriptions for the Chair of the WonderFi Board, Chair of the Audit Committee and Chair of the Compensation, Nomination and Governance Committee. The committee chair position descriptions mandate that the appropriate chairs are responsible for, among other things, providing leadership, preparing the agenda for each meeting, ensuring that timely and relevant information is provided to the committee members and ensuring that an appropriate system is in place to evaluate the performance of the committee as a whole. The Chair of the WonderFi Board’s position description mandate that chair is responsible for, among other things, ensure that timely and relevant information is provided to the WonderFi Board as required for the proper performance of their duties, chair all shareholder general meetings, and be satisfied that the responsibilities of the WonderFi Board are effectively carried out in compliance with the Board Mandate.

The WonderFi Board has developed written position description the CEO role. The CEO’s position description is, at a general level, to develop and recommend to the WonderFi Board a long-term strategy and vision for WonderFi that is consistent with creating shareholder value, to develop and motivate executive officers, and provide overall management to ensure the effectiveness of the leadership team, to serve as WonderFi’s chief spokesperson and ensure compliance by WonderFi and its personnel with all applicable laws.

Item 4: Orientation and Continuing Education

WonderFi’s Compensation, Nomination and Governance Committee is responsible for ensuring that new directors are provided with an orientation package that includes, among other things, information about the duties and responsibilities of directors, the business and operations of WonderFi, and documents from recent WonderFi Board meetings.

Also included in WonderFi’s Nomination, Compensation and Governance mandate, approved by the WonderFi Board on August 30, 2021, is the requirement to co-ordinate an orientation and education program for new recruits to the WonderFi Board and for the development of individual directors on an ongoing basis. The following are key elements of WonderFi’s orientation and continuing education program for directors:

a. providing a copy of all relevant policies and mandates of the WonderFi Board and the committees of the WonderFi Board to each director;
b. discussions with the Chairman of the WonderFi Board regarding the role of the WonderFi Board and its committees and the contributions individual directors are expected to make (including the commitment of time and resources expected from the directors); and
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c. presentations by key executives of WonderFi on WonderFi’s business, its business environment (including the competition), methods of operation, facilities, management and organizational structure.

WonderFi also invited outside legal and financial professionals to present at the WonderFi Board meetings on particular topics of interest to the directors, including applicable law, director duties and valuation of investments and digital assets in the decentralized finance sector.

A copy of Compensation, Nomination and Governance Committee mandate is available on WonderFi’s website under the “Corporate Governance”.

Item 5: Ethical Business Conduct

The WonderFi Board has adopted a code of conduct (the “ Code of Conduct ”) in light of its continued commitment to honesty and integrity in the conduct of its business. The Code of Conduct applies to directors, officers and employees of WonderFi. A copy of the Code of Conduct is available on WonderFi’s website under the “Corporate Governance”.

The WonderFi Board monitors compliance with the Code of Conduct by ensuring that all employees have read and understood the Code of Conduct and by charging management with bringing to the WonderFi Board’s attention any issues that arise with respect to the Code of Conduct.

In addition, the WonderFi Board has adopted a Whistleblower Policy and process, which allows for anonymous submission of complaints or issues relating to the Code of Conduct or to any accounting or financial improprieties that may arise.

WonderFi also has an Insider Trading & Reporting Policy (the “ Insider Trading & Reporting Policy ”), that required to be followed by all directors, officers and employees of WonderFi. The Insider Trading & Reporting Policy ensures that material information about WonderFi is communication in a timely, factual and accurate manager, and disseminated in accordance with applicable legal and regulatory requirements. The Insider Trading & Reporting Policy also establishes trading restrictions and blackout periods applicable to WonderFi’s directors, executive officers, employees, and certain other persons as described in the Insider Trading & Reporting Policy.

The most recent copies of the Code of Conduct, Whistleblower and Insider Trading & Reporting Policies are available on WonderFi’s website under the “Corporate Governance”.

Item 6: Nomination of Directors

WonderFi’s Compensation, Nomination and Governance Committee has the primary responsibility for identifying prospective WonderFi Board members, to establish criteria for WonderFi Board committee membership, to recommend composition of the WonderFi Board and its committees and, as circumstances arise, assess directors’ performance. The Compensation, Nomination and Governance Committee is comprised of five directors, three of whom are independent.

The Compensation, Nomination and Governance Committee coordinates the search for qualified candidates with input from management and other WonderFi Board members, giving careful consideration to the competencies and skills that the WonderFi Board as a whole should possess, taking into consideration the skills and experience of existing WonderFi Board members. Other factors that are considered may include the ability of the individual candidate to contribute to the WonderFi Board on an overall basis, the ability of the individual to contribute sufficient time and resources to the WonderFi Board, as well as the individual’s direct experience with public companies in general, digital assets and blockchain companies, in particular. The Compensation, Nomination and Governance Committee will recommend a nominee and seek full WonderFi Board endorsement of the selected candidate.

Shareholders may nominate candidates as directors by providing written notice prior to any annual or special meeting of shareholders for any director nominee to be eligible for election at any annual or special meeting of shareholders. Only persons who are nominated in accordance with the advance notice provision procedures shall be eligible for

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election as directors of WonderFi. The advance notice provisions in WonderFi’s Articles, which contain the full text of the advance notice provisions, can be found on SEDAR+ at www.sedarplus.ca.

The WonderFi Board has adopted a policy regarding majority voting for the election of directors. Pursuant to the majority voting policy, each director must, subject to the provisions below, be elected by the vote of a majority (50% +1 vote) of the WonderFi Shares voted, represented in person or by proxy, at any meeting for the election of directors other than at contested meetings. Forms of proxy for the election of directors will permit a WonderFi Shareholder to vote in favour of, or to withhold from voting, separately for each director nominee. The Chair of the WonderFi Board will ensure that the number of WonderFi Shares voted in favour or withheld from voting for each director nominee is recorded and promptly made public after the meeting. If any nominee for director receives, from the WonderFi Shares voted at the meeting in person or by proxy, a greater number of WonderFi Shares withheld than WonderFi Shares voted in favour of his or her election (a “ Majority Withheld Vote ”), the director must immediately tender his or her resignation to the WonderFi Board following the meeting to take effect upon acceptance by the WonderFi Board. The WonderFi Board shall accept the resignation absent exceptional circumstances, and such resignation will be effective when accepted by the WonderFi Board.

A person elected as a director who received a Majority Withheld Vote is expected forthwith to submit his or her resignation promptly to the WonderFi Board after the meeting. The Compensation, Nomination and Governance Committee of the WonderFi Board shall consider the resignation and shall recommend to the WonderFi Board whether or not to accept it after reviewing the matter. In the absence of exceptional circumstances, the WonderFi Board expects the Nomination Committee will recommend accepting such resignation. The WonderFi Board shall act on the Nomination Committee’s recommendation within 90 days following the applicable shareholders’ meeting. Following the WonderFi Board’s decision on the resignation, a news release will be issued by WonderFi disclosing the WonderFi Board’s determination (and the reasons for rejecting the resignation, if applicable), and will provide a copy of the news release to the TSX.

Subject to any corporate law restrictions, and in accordance with WonderFi’s articles and by-laws, where the WonderFi Board accepts the offer of resignation of a director and that director resigns, the WonderFi Board may exercise its discretion with respect to the resulting vacancy and may, without limitation, leave the resultant vacancy unfilled until the next annual meeting of Shareholders, fill the vacancy through the appointment of a new director whom the WonderFi Board considers to merit the confidence of the WonderFi Shareholders, or call a special meeting of WonderFi Shareholders to elect a new nominee to fill the vacant position.

Item 7: Compensation

WonderFi’s Compensation, Nomination and Governance Committee, is responsible for reviewing the adequacy and form of non-executive directors’ and senior officers’ compensation, to ensure that the compensation realistically reflects the responsibilities and risks involved in being an effective director and senior officer. The Compensation, Nomination and Governance Committee annually reviews the adequacy and form of non-executive directors’ compensation and makes recommendations to the WonderFi Board with respect to WonderFi’s directorship fee structure and compensation. See Compensation, Nomination and Governance Committee Mandate under the Item 4 above.

Item 8: Other Board Committees

The other standing committee of the WonderFi Board is the Audit Committee. The Audit Committee is currently comprised of three independent directors, being Mr. Jason Theofilos (Chair), Jaime Leverton, and G. Scott Paterson. All members of the Audit Committee are considered to be (i) “independent” within the meaning of NI 52-110; and (ii) “financially literate” within the meaning of NI 52-110. The Audit Committee is responsible for WonderFi’s financial reporting process and the quality of its financial reporting. The Audit Committee is charged with the mandate of providing independent review and oversight of WonderFi’s financial reporting process, the system of internal control and management of financial risks and the audit process, including the selection, oversight and compensation of WonderFi’s external auditors. The Audit Committee also assists the Board in fulfilling its responsibilities in reviewing WonderFi’s process for monitoring compliance with laws and regulations, receives quarterly reports from management on WonderFi’s cybersecurity program and annually reviews WonderFi’s insurance policies. In

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performing its duties, the Audit Committee maintains effective working relationships with the Board, management and the external auditors and monitors the performance and independence of those auditors. The full text of the Audit Committee’s charter is available on the Company’s website at www.wonder.fi. During the financial year ended December 31, 2023, the Audit Committee met three times.

Additional information with respect to the Audit Committee can be found in the Company’s most recent annual information form dated March 28, 2024, a copy of which is available on WonderFi’s issuer profile on SEDAR+ at www.sedarplus.ca.

Item 9: Assessments

Each committee functions in according to a written mandate, as approved by the WonderFi Board. The committees will review and assess the adequacy of the mandates of the committees on an annual basis.

The Compensation, Nomination and Governance Committee is responsible for ensuring that an appropriate system is in place to evaluate the effectiveness of the Board as a whole, the individual committees of the WonderFi Board, and the individual members of the Board and such committees with a view of ensuring that they are fulfilling their respective responsibilities and duties. The evaluations considered the following topics, among others, meetings, membership and composition, structure of the board, culture and ethics, relationship with management, financial information and assessment of the effectiveness of the Board. Such evaluations take into account the competencies and skills each director is expected to bring to his or her particular role on the Board or on a committee, as well as any other relevant facts.

Item 10: Director Term Limits and Other Mechanisms of Board Renewal

WonderFi considers the experience and qualifications of its existing directors on annual basis, before nominating directors for re-election but at this time does not have a formal policy that imposes director term limits. At the current stage of WonderFi’s development and business operations, WonderFi believes it is not in the best interest of WonderFi to implement term restrictions.

Item 11: Policies Regarding the Representation of Women on the Board

WonderFi adopted a diversity policy (the “ Diversity Policy ”), which, among other things, governs WonderFi’s objectives to identify and nominate women directors.

The Board is committed to supporting management in building and sustaining an inclusive and diverse workforce at WonderFi, with a clear accountability framework. In this context, we define diversity to be inclusive of individuals regardless of gender, race, national and ethnic origin, colour, religion, age, sexual orientation, marital and family status, and physical or mental disabilities.

WonderFi’s Compensation, Nomination and Governance Committee is responsible for recommending director candidates for election to the Board and annually evaluating the overall performance of the Board. The selection of candidates for appointment to the Board will be based on merit. Within that overriding emphasis on merit, the Compensation, Nomination and Governance Committee shall seek to fill Board vacancies by considering candidates that bring a diversity of background and industry or related expertise and experience to the Board. The Committee’s considerations shall include achieving an appropriate level of diversity having regard to factors such as skills, business and other experience, education, age, geographic location, and the specified diversity groups outlined below in the Item 12.

Item 12: Consideration of the Representation of Women in the Director Identification and Selection Process

While the Board does not support fixed percentages or quotas for achieving diversity, in reviewing the composition of the Board, the Compensation, Nomination and Governance Committee considers the benefits of diversity in order to maintain an optimum mix of skills, knowledge and experience on the WonderFi. When assessing Board composition or identifying suitable candidates for appointment or re-election to the Board, the Compensation, Nomination and

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Governance Committee considers candidates based on merit with regard to the benefits of diversity on the Board, and with a view to the following specific diversity targets:

(i) the Board should maintain a composition in which each of the female and male genders comprises at least 30% of the independent directors on the WonderFi Board; and
(ii) the Board aspires to have at least 50% of the independent directors be individuals that are women, persons with disabilities, indigenous peoples, or members of other racial, ethnic and/or visible minorities.

Item 13: Consideration Given to the Representation of Women in Executive Officer Appointments

As part of the hiring process of Executive Officers, the Board and management of WonderFi actively seeks out highly qualified individuals diverse in gender, ethnicity, race, age, culture, religion, geography, and nationality, having the necessary skills, knowledge and experience, to evaluate as potential candidates as part of its standard recruitment process.

Item 14: Issuer’s Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

See Items 12 and 13 above.

Item 15: Number of Women on the Board and in Executive Officer Positions

As of the date of this Information Circular, there were two women on the Board, representing 22.2% of the then nineperson Board. As of the date of this Information Circular, there were no female executive officers at WonderFi.

EXECUTIVE COMPENSATION

As prescribed by applicable Canadian securities law requirements including as set out in National Instrument Form 51-102F6 – Statement of Executive Compensation (the “ Form F6 ”), the following information regarding executive compensation is presented for the period ended December 31, 2023, WonderFi’s most recently completed financial year (“ Financial Year 2023 ”) and sets forth compensation for each of the named executive officers and directors of WonderFi as of Financial Year 2023 (the “ Statement of Executive Compensation ”).

General

For the purpose of this Statement of Executive Compensation:

“ CEO ” means an individual who acted as chief executive officer of WonderFi, or acted in a similar capacity, for any part of the most recently completed financial year;

“ CFO ” means an individual who acted as chief financial officer of WonderFi, or acted in a similar capacity, for any part of the most recently completed financial year;

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“ Named Executive Officer ” or “ NEO ” means each of the following individuals:
(a) a CEO;
(b) a CFO;
(c) each of the three most highly compensated executive officers of WonderFi, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form F6, for that financial year; and
(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year.

Named Executive Officers

As at the end of Financial Year 2023, WonderFi had the following Named Executive Officers (collectively, the “Named Executive Officers” or “NEOs”):

Dean Skurka, President and Chief Executive Officer
Gordon Brocklehurst, Chief Financial Officer
Cong Ly, Chief Technology Officer
Torstein Braaten, Chief Compliance Officer
Alexander Davis, Director, Legal and Corporate Secretary

Compensation Discussion and Analysis

The purpose of the below compensation discussion and analysis is to provide information about WonderFi’s philosophy, objectives and processes regarding compensation paid, made payable, awarded, granted, gave or otherwise provided to each NEO and director for Financial Year 2023.

Objectives of the Compensation Program or Strategy

WonderFi’s compensation program is designed to attract and retain qualified and experienced executives who will contribute to, and be invested in the success of, WonderFi.

What the Compensation Program is Designed to Reward

WonderFi’s compensation program is designed to ensure a competitive compensation package and a strong link between corporate performance and compensation so that senior executive officers are motivated through the program to act in the best interest of WonderFi and to enhance long-term shareholder value.

Each Element of Compensation and Why WonderFi Chooses to Pay Each Element

The compensation of the Named Executive Officers includes three major elements: (a) base salary; (b) an annual, discretionary cash bonus; and (c) long term equity incentives, consisting of restricted share units (“ RSUs ”) performance share units (“ PSUs ”), deferred share unit (“ DSUs ”) and/or stock options (“ Options ”) under the WonderFi Incentive Plan.

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The following table provides a broad overview of the elements of WonderFi’s compensation program for Financial Year 2023.

Element	Award Type	Objective	Key Features
Base Salaries	Salary	To provide a basic level of reward based on responsibilities and experience	Non-discretionary fixed regular cash payments based upon the performance of day-to-day executive level responsibilities
Cash Bonuses	Annual non-equity incentive plans	To motivate each Named Executive Officer in achieving key corporate objective and individual performance	Cash payments based upon the achievement of corporate objectives and individual performance, subject to final approval by the WonderFi Board
Equity Incentives	Equity Incentives	To reward long-term performance by providing NEOs with the opportunity, through grants of equity incentives, to acquire an interest in WonderFi and benefit from WonderFi’s growth	Awards of equity including Options, RSUs, PSUs, and DSUs (each, an “Award”)

How WonderFi Determines the Amount for Each Element

WonderFi’s Compensation, Nominating and Governance Committee (the “ Committee ”) administers its compensation program and makes recommendations to the WonderFi Board. In making compensation recommendations to the WonderFi Board, the Committee generally considers: (i) the duties of each individual, his or her past service and continuing responsibilities; (ii) the position or job description of individuals, their short and long-term objectives, goals and performance measurement indicators; (iii) WonderFi’s performance and shareholder returns; and (iv) the form and amount of compensation awarded by comparable companies and competitors.

Base Salaries

Base compensation for the Named Executive Officers is set annually, having regard to market conditions, the individual’s job responsibilities, contribution, experience and proven or expected performance, as well as to subjective factors such as leadership, commitment and attitude are also considered. The Committee also considers publicly available information regarding the compensation levels of executives of early-stage technology companies. WonderFi’s goal is to pay base salaries to its officers that are competitive when compared to those holding similar positions in companies of comparable stage of development within the crypto and blockchain industries, in order to attract and retain executive talent in the market in which WonderFi competes for talent.

Equity Incentives

The Committee does not employ a prescribed methodology when determining recommendations for the grant or allocation of Awards to NEOs. However, recommendations for Awards consider the general factors listed above in “Base Salaries”, the aggregate maximum number of equity incentives available for issuance under the WonderFi Incentive Plan, as well as such as Awards made in previous years and the number of Awards outstanding per individual.

Granting of any other types of equity-based or equity related awards not otherwise described more specifically in the summary of share-based compensation terms is subject to TSX approval.

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Cash Bonuses

Cash bonuses awarded at the recommendation of the Committee are intended to be generally competitive with the market, while rewarding NEOs for meeting performance goals. The Committee considers not only WonderFi’s performance during the year with respect to the qualitative and quantitative goals, but also considers market and economic trends and forces, extraordinary internal and market-driven events, unanticipated developments and other extenuating circumstances.

How Each Element of Compensation and WonderFi’s Decisions About That Element Fit into WonderFi’s Overall Compensation Objectives and Affect Decisions About Other Elements

WonderFi’s approach to executive compensation is built on the principle of total rewards which considers base salaries, equity incentives and discretionary cash bonuses. Each component is intended to align with WonderFi’s compensation philosophy and objectives, and demonstrate clear alignment between compensation and WonderFi’s business strategy.

Benchmarks

WonderFi had not currently identified specific performance goals or benchmarks related to executive compensation for Financial Year 2023, but does, from time to time, review compensation practices of companies of similar size and stage of development to ensure the compensation paid is competitive within WonderFi’s industry.

Compensation Based Risk

WonderFi has not formally considered the implications of the risks associated with WonderFi’s compensation policies or practices for Financial Year 2023. However, when setting compensation levels, the WonderFi Board seeks to alleviate risk by having a balance of short-term and long-term compensation. For example, options typically do not vest immediately, which allows for continued appreciation over the term of the options. As a part of reviewing compensation levels, the WonderFi Board and Committee seek an appropriate balance of base salary, variable pay opportunities based on the achievement of individual and corporate performance objectives, options grants and RSU grants to balance the short-term and long- term interests of WonderFi by tying compensation to the achievement of the business objectives of WonderFi, while also ensuring that the executive and certain other employees of WonderFi have sufficient equity exposure to align their interests with the interests of its shareholders.

WonderFi believes that its compensation policies reflect an appropriate mixture of guaranteed compensation, incentive-based compensation through short-term and long-term incentive plans, and risk mitigation. WonderFi currently believes that its compensation policies and practices will not lead to inappropriate or excessive risk taking on the part of its executive officers or other employees of WonderFi.

Anti-Hedging Policy

NEOs are restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of awards granted to them.

Performance Graph

The first graph compares the yearly percentage change in the cumulative total return on the WonderFi Shares with the cumulative total return of the S&P/TSX Composite Index over the period from August 31, 2021, to March 28, 2024. The graph illustrates the cumulative relative return on a $100 investment in WonderFi Shares made on August 31, 2021, as compared with the cumulative return on a $100 investment in the S&P/TSX Composite Index. Distributions and dividends are assumed to be reinvested.

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The performance as set out in the graphs does not necessarily indicate future price performance.

Cumulative Total Return for 3-year period

==> picture [376 x 238] intentionally omitted <==

The graph below sets out the trend in aggregate total compensation, which includes base salary, annual cash bonus, option-based awards, share-based awards and all other compensation, awarded to the Named Executive officers (in the applicable year) for each of the last three fiscal years compared to the total return on the WonderFi Shares over that same period.

==> picture [373 x 193] intentionally omitted <==

26 -

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Share-Based and Option-Based Awards

Under the WonderFi Incentive Plan, WonderFi can grant Awards amongst its various organizational levels including employees, directors, officers, and consultants. All Awards are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions provided in the WonderFi Incentive Plan and any grant.

The Committee does not employ a prescribed methodology when determining recommendations for the grant or allocation of Awards NEOs. In making recommendations for Awards, the Committee considers the general factors listed above, the aggregate maximum number of equity incentives available for issuance under the WonderFi Incentive Plan, as well as Awards made in previous years and the number of Awards outstanding per individual.

WonderFi believes that granting Awards encourages the maximization of shareholder value by aligning the interests of management with those of WonderFi’s shareholders. (For further information, see “ Compensation Discussion and Analysis”.

Compensation Governance

As of Financial Year 2023, WonderFi’s executive compensation program was administered by the Compensation, Nomination and Governance Committee. The purposes of the Committee in connection with the executive compensation program are as follows:

a) to review and approve corporate goals and objectives relevant to executive officer and director performance and evaluate performance to determine compensation;
b) to make recommendations to the WonderFi Board regarding compensation including incentive and equity-based compensation plans; and
c) to review director and executive officer compensation disclosure prior to its public disclosure;

Subject to the powers and duties of the WonderFi Board, the Committee performs the followings duties:

a) Recommending to the WonderFi Board:
I. the amount and form of compensation to award to directors, the chairperson of the WonderFi Board and the chair of each committee;
II. proposals for the compensation of executive officers and management, including salary, bonus, options, perquisites, retirement allowances and all other forms of proposed compensation;
III. proposals for all incentive and equity-based compensation plans and all proposed grants of securities under such plans, and determine whether security holder approval should be obtained;
IV. the approval of agreements relating to employment, consulting and management to be entered into by WonderFi and senior management;
V. employee benefit and retirement plans; and
b) with respect to the CEO:
I. reviewing and approving goals and objectives relevant to the CEO’s compensation;
II. evaluating the CEO’s performance with respect to those goals and objectives; and
III. determining the CEO’s compensation (in both amount and form).
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Summary Compensation Table

The following table sets forth information with respect to the compensation of each Named Executive Officer of WonderFi during Financial Year 2023:



					*Non-Equity Incentive* *Plan Comensation*
						p
								*All Other*	*Total*
			*Share-*	*Option-*	*Annual*	*Long-term*	*Pension*
*NEO Name and*		*Salary*	*Based*	*Based*	*Incentive*	*Incentive*		*Compensation*	*Compensation*
			*Awards*	*Awards*	*Plans*	*Plans*	*Value*
*Principal Position*	*Year*							*($)*	*($)*
		*($)*	*($)(1)(2)*	*($)(1)(2)*	*($)*	*($)*	*($)*

Dean Skurka_, _CEO and Director	2023	285,872	336,500	339,750	225,000(6)	-	-	-	1,187,122
	2022	201,400	-	-	-	-	-	-	201,400
	2021	-	-	-	-	-	-	-	-
Gordon Brocklehurst, CFO(3)	2023	101,680	-	113,250	15,000	-	-	-	229,930
	2022	-	-	-	-	-	-	-	-
John Rim, (former CFO)(3)	2023	194,503	-	-	-	-	-	10,000	204,503
	2022	221,667	922,000	706,500	-	-	-	100,000(5)	1,950,167
	2021	-	-	-	-	-	-	-	-
Andeena Wen (former Interim- CFO)(3)	2023	198,730		49,665	-	-	-	140,000(5)	388,395
	2022	-	-	-	-	-	-	-	-
Adam Garetson, (former CLO and General Counsel)(4)	2023	120,352	99,450	88,077	-	-	-	-	307,879
	2022	181,891	336,200	270,810	-	-	-	-	788,901
Alexander Davis, Director, Legal and Corporate Secretary(4)	2023	197,000	19,425	118,652	-	-	-	-	335,077
	2022	-	-	-	-	-	-	-	-
Cong Ly, CTO	2023	240,000	40,700	56,625	-	-	-	-	337,325
	2022	233,046	382,500	862,680	-	-	-	-	1,478,226

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					*Non-Equity Incentive* *Plan Compensation*

								*All Other*	*Total*
			*Share-*	*Option-*	*Annual*	*Long-term*	*Pension*
*NEO Name and*		*Salary*	*Based*	*Based*	*Incentive*	*Incentive*		*Compensation*	*Compensation*
			*Awards*	*Awards*	*Plans*	*Plans*	*Value*
*Principal Position*	*Year*							*($)*	*($)*
		*($)*	*($)(1)(2)*	*($)(1)(2)*	*($)*	*($)*	*($)*

	2021	35,000	367,500	-	-	-	-	73,500	476,000
Torstein Braaten, CCO	2023	229,144	111,000	113,250	-	-	-	-	453,394
	2022	178,365	-	11,318	-	-	-	82,500	272,183

Notes:

(1) WonderFi used the Black-Scholes pricing model as the methodology to calculate the grant date fair value for share based and option- based awards, and relied on the following the key assumptions and estimates for each calculation: (i) risk free interest rate of 2.59%; (ii) expected dividend yield of 0%; and (iii) expected volatility of 139%. The Black-Scholes pricing model was used to estimate the fair value as it is the most accepted methodology.
(2) This amount contains multi-year share or option-based awards. Any unexercised options or unvested RSUs at the termination of a person’s contract, pursuant to the WonderFi Incentive Plan, are returned to WonderFi’s treasury. For this reason, these figures may not provide an accurate representation of compensation in a given year. See the table below entitled, “Incentive Plan Awards – Value Vested or Earned During the Financial Year Ended December 31, 2023”.
(3) John Rim resigned from his position as CFO on February 7, 2023. Andeena Wen replaced John Rim as Interim-CFO in February. Following WonderFi’s acquisition of CoinSmart Financial Inc., on July 14, 2023, Gordon Brocklehurst was appointed the Chief Financial Officer of WonderFi.
(4) On June 23, 2023, Adam Garetson resigned from his positions as Chief Legal Officer, General Counsel and Corporate Secretary. On June 26, 2023, Alexander Davis was appointed Corporate Secretary.
(5) This amount represents the severance amount paid to the former executive.
(6) This equity award was granted to Dean Skurka in connection with the acquisition of Coinsquare Ltd. and CoinSmart Financial Inc.

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out all the option-based and share-based awards outstanding as of December 31, 2023 for Financial Year 2023, for each NEO:

29 -

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		*Option-Based Awards*			*Share-Based Awards*

						*Market or*
					*Number*	*Payout*	*Market or*
					*of Shares*	*Value of*	*Payout Value*
	*Number of*			*Value of*	*or Units*	*Share-*	*of Vested*
	*Securities*	*Option*		*Unexercised*	*of Shares*	*Based*	*Share-Based*
	*Underlying*		*Option*	*In-The-*	*That*	*Awards That*	*Awards not*
	*Unexercised*	*Exercise*		*Money*	*Have Not*	*Have Not*	*paid out or*
	*Options*	*Price*	*Expiration*	*Options*	*Vested*	*Vested*	*distributed*
*Name*			*Date*
	*(#)*	*($)*		*($)*	*(#)*	*($)*	*($)*

Dean Skurka, President, CEO and Director	1,500,000	$0.20	December 6, 2028	142,500	750,000	221,250	339,250
Cong Ly, CTO	400,000 250,000	$0.30 $0.20	January 16, 2027 December 6, 2028	- 23,750	350,000	103,250	130,538
Gordon Brocklehurst, CFO	73,927 288,234 500,000	$0.19 $0.12 $0.14	May 3, 2027 July 6, 2028 December 6, 2028	7,762 50,441 77,500	-	-	-
Torstein Braaten, Chief Compliance Officer	388,212 300,000 75,000 500,000	$0.30 $0.30 $0.16 $0.20	March 31, 2024 May 17, 2027 December 13, 2027 December 6, 2028	- - 10,125 77,500	425,000	125,375	-
Alexander Davis,Director, Legal and Corporate Secretary	140,000 500,000 250,000	$0.18 $0.14 $0.20	November 29, 2027 November 14, 2028 December 6, 2028	16,100 77,500 23,750	105,000	30,975	-

30 -

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Incentive Plan Awards – Value Vested or Earned During the Financial Year Ended December 31, 2023


	*Option-Based*
	*Awards*	*Share-Based*	*Non-Equity*
	*- Value*	*Awards*	*Incentive Plan*
	*Vested*	*- Value Vested*	*Compensation -*
	*During the*	*During the*	*Value Earned*
*Name*	*Year*	*Year*	*During the Year*

	*($)*	*($)*	*($)*

Dean Skurka, Director, and CEO	17,577	271,279	225,000
Gordon Brocklehurst,Chief Financial Officer	27,295	-	15,000
Cong Ly,Chief Technology Officer	195,662	79,562	-
Torstein Braaten,Chief Compliance Officer	170,291	126,999	-
Alexander Davis,Director, Legal and Corporate Secretary	19,804	5,419	-

Pension Plan Benefits

As at December 31, 2023, WonderFi did not have a formal pension plan or any other plan that provides payment or benefits at, following or in connection with retirement.

Termination and Change of Control Benefits

For Financial Year 2023, WonderFi’s employment agreements with each of Dean Skurka (Chief Executive Officer and Director) (the “ Skurka Employment Agreement ”), Cong Ly (Chief Technology Officer) (the “ Ly Employment Agreement ”), Gordon Brocklehurst (Chief Financial Officer) (the “ Brocklehurst Agreement ”), Alexander Davis (Director, Legal and Corporate Secretary) (the “ Davis Employment Agreement ”), Torstein Braaten (Chief Compliance Officer) (the “ Braaten Employment Agreement ”, together with the Skurka Employment Agreement, the Brocklehurst Employment Agreement, the Davis Employment Agreement and the Ly Employment Agreement, the “ Employment Agreements ”) contained provisions that provide for payments at, following, or in connection with any termination, resignation, retirement, a change of control of WonderFi, or a change in a NEOs responsibilities.

Other than the Employment Agreements, there were no other agreements for Financial Year 2023 that contained provisions that provide for payments at following, or in connection with any termination, resignation, retirement, a change of control or WonderFi, or a change in a NEOs responsibilities.

For the purposes of the Employment Agreements, a “ change of control ” means the occurrence of any of the following events:

(i) an acquisition, directly or indirectly, of more than 50% of the issued and outstanding voting securities of WonderFi (including securities of WonderFi on which conversion will become voting securities) by any person or group of persons acting in concert.
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(ii) a merger, amalgamation or other business combination of WonderFi with or into another entity, or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately thereafter are owned by persons who were not security holders of WonderFi immediately prior to such merger, amalgamation, business combination or reorganization;
(iii) the exercise of the voting power of any of all securities of WonderFi so as to cause or result in the election of a majority of members of the WonderFi Board who were not previously incumbent directors thereof or the change of a majority of the Board of Directors of the Company over a period of twelve months; or
(iv) the sale, transfer or disposition by the Company of all or substantially all of the assets of the Company.

For the purposes of the Employment Agreements, “ good reason ” means: (i) a material reduction in the executive officer’s duties, responsibilities or authority; or (ii) a material reduction to the base salary the executive officer was receiving immediately prior to the change of control.

Each of the Employment Agreements may be terminated by the NEO at any time by providing four weeks’ notice. Upon termination for cause or on resignation by the NEO, any option, RSU, PSU, DSU or other award held by the NEO that has not been exercised, surrendered or settled as of the termination date of the participant, as defined and determined in accordance with the WonderFi Incentive Plan (the “ Termination Date ”) shall be immediately forfeited and cancelled as of the Termination Date.

In the event that any of the Employment Agreements are terminated without just cause, WonderFi must provide that NEO with: (a) any accrued wages (including vacation pay and outstanding expense reimbursements, and vacation pay on the minimum statutory notice period required by the British Columbia Employment Standards Act (the “ ESA ”), and

For Dean Skurka: twelve months’ written notice, payment in lieu thereof, or a combination of written notice and payment in lieu thereof.

For Gordon Brocklehurst: nine months’ written notice, payment in lieu thereof, or a combination of written notice and payment in lieu thereof, plus three additional months’ notice or payment in lieu of such notice after the completion of one year of service.

For Torstein Braaten: ten months’ written notice, payment in lieu thereof, or a combination of written notice and payment in lieu thereof, plus one additional month of notice or payment in lieu of such notice for each completed year of service up to a maximum of twelve months’ notice.

For Cong Ly: one month written notice, payment in lieu thereof, or a combination of written notice and payment in lieu thereof, plus one additional month of notice or payment in lieu of such notice for each completed year of service up to a maximum of twelve months’ notice.

For Alexander Davis: twelve months’ written notice, payment in lieu thereof, or a combination of written notice and payment in lieu thereof, plus one additional months’ notice or payment in lieu of such notice for each completed year of service up to a maximum of twelve months’ notice.

In accordance with the terms of the WonderFi Incentive Plan, any Award granted to the NEO pursuant to their Employment Agreement are treated as follows upon termination without just cause:

(i) A portion of any unvested Award shall immediately vest, such portion to be equal to the number of unvested options, RSUs, PSUs, DSUs or other awards held by the NEO as of the Termination Date multiplied by a fraction the numerator of which is the number of days between the date of grant and the Termination Date and the denominator of which is the number of days between the date of grant and the date any unvested options, RSUs, PSUs, DSUs or other awards were originally scheduled to vest. Any vested options may be exercised by the NEO at any time during the period that terminates on the earlier of: (A) the expiry date of such option; and (B) the date that is 90 days after the Termination Date.
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(ii) If an option remains unexercised upon the earlier of (A) or (B), the option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested award other than an option, such award will be settled within 90 days after the Termination Date.

In the event that any of the Employment Agreements are terminated for just cause, that NEO will only be entitled to any accrued unpaid wages and vacation pay calculated in accordance with the requirements of the ESA. Pursuant to the WonderFi Incentive Plan, any Award held by the NEO that has not been exercised, surrendered or settled as of the Termination Date shall be immediately forfeited and cancelled as of the Termination Date.

For one year following any change of control, in the event of termination without just cause, or if the NEO resigns for good reason (in accordance with the procedures outlined in their respective Employment Agreement), that NEO is entitled to receive payment in lieu of notice equal to eighteen months of his or her base salary (provided that, if at any time the ESA provides for a greater entitlement, he will receive the greater entitlement required by the ESA). In order to receive his or her full entitlement to severance pay upon termination without just cause or resignation for good reason, the NEO must execute a full and final general release in favour of WonderFi, otherwise he or she will only receive the minimum statutory entitlement pursuant to the ESA.

In accordance with the terms of the WonderFi Incentive Plan, any Award granted to the NEO pursuant to their Employment Agreement are treated as follows upon a change of control:

(i) any unvested Awards held by the participant at Termination Date shall immediately vest; and
(ii) any vested Awards may be exercised, surrendered to WonderFi, or settled by the NEO at any time during the period that terminates on the earlier of: (A) the expiry date of such award; and (B) the date that is 90 days after the Termination Date. Any award that has not been exercised, surrendered or settled at the end of such period being immediately forfeited and cancelled.

Pursuant to each of their respective Employment Agreements, upon termination, if requested by WonderFi, the NEO will immediately resign any directorship or office held in WonderFi or any parent, subsidiary or affiliated company of Company.

Estimated Incremental Payments

The estimated amounts payable under various termination scenarios are outlined in the table below, which estimates assume: (i) a termination date of December 31, 2023 for Financial Year 2023.

	Termination by	Termination	Termination	Change of
Name			without just	Control with
	executive	with just cause	cause	Termination

Dean Skurka,CEO and Director	-	-	$400,000	$480,000
Gordon Brocklehurst,Chief Financial Officer	-	-	$203,359	-
CongLy,CTO	-	-	$120,000	$360,000
Torstein Braaten,Chief Compliance Officer	-	-	$229,144	$229,144
Alexander Davis_, Corporate Secretary_	-	-	$220,000	-

33 -

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DIRECTOR COMPENSATION

The following table sets forth all amounts of compensation provided to the directors (or former directors, as applicable) of WonderFi (who are not also a NEO) during the financial year ended December 31, 2023, for Financial Year 2023:

						*Fees paid in connection*	*Fees paid in connection*
						*with acquisition of*
						*Coinsquare Ltd. and*
						*CoinSmart Financial Inc.*
						*(contained in the prior*
						*circular and approved by*
			*Option-*	*Non-Equity*		*shareholders at WonderFi’s*
	*Fees*	*Share-Based*	*Based*	*Incentive Plan*	*Pension*	*2023 Annual General and*		*All Other*
*Director*	*Earned*	*Awards*	*Awards*	*Compensation*	*Value*	*Special Meeting)*		*Compensation*	*Total*
*Name*						*Cash*	*Share-Based*
	*($)*	($)(1)(2)	($)(1)(2)	*($)*	*($)*	*($)*	($)(1)	*($)*	*($)*

Asha Daniere(3)(5) (former director)	42,000	103,125(6)	-	-	-	-	-	64,579(7)	209,704
Stephanie Li(5) (former director)	31,250	103,125(6)	-	-	-	-	-	29,234(7)	163,609
Ameer Rosic(3) (former director)	31,250	149,259(6)	-	-	-	-	-	20,000(7)	200,509
Andrei Poliakov(3)(5) (former director)	31,250	18,000	-	-	-	-	-	58,750(7)	108,000
Karia Samaroo(5) (former director)	100,000	-	-	-	-	-	-	243,500(8)	343,500
Jordan Fiksenbaum(4)(5) (former director)	10,685	21,875(6)	-	33,065	-	-	-	-	65,625
Robert Halpern(9)	186,000	-	52,000	50,000	-	600,000(11)	856,432(10)(11)	-	1,744,432
Michael Wekerle(9)(12)	37,500	-	79,275	50,000	-	-	262,500(10)	36,565(14)	465,840
Wendy Rudd(9)	37,500	-	45,300	-	-	-	-	-	82,800
Nicholas Thadaney(9)(12)	27,500	-	22,650	-	-	-	-	-	50,150
Jason Theofilos(9)	27,500	-	45,300	15,000	-	-	262,500(10)	-	350,200
Christopher Marsh(4)(12)	40,685	-	33,975	33,065	-	-	-	-	107,725

34 -

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						*Fees paid in connection*	*Fees paid in connection*
						*with acquisition of*
						*Coinsquare Ltd. and*
						*CoinSmart Financial Inc.*
						*(contained in the prior*
						*circular and approved by*
			*Option-*	*Non-Equity*		*shareholders at WonderFi’s*
	*Fees*	*Share-Based*	*Based*	*Incentive Plan*	*Pension*	*2023 Annual General and*		*All Other*
*Director*	*Earned*	*Awards*	*Awards*	*Compensation*	*Value*	*Special Meeting)*		*Compensation*	*Total*
*Name*						*Cash*	*Share-Based*
	*($)*	($)(1)(2)	($)(1)(2)	*($)*	*($)*	*($)*	($)(1)	*($)*	*($)*

Justin Hartzman(9)	70,000	-	33,975	15,000	-	650,000(13)	-	-	768,975
G. Scott Paterson(9)(12)	27,500	-	22,650	-	-	-	262,500(10)	-	312,650

Notes:

(1) WonderFi used the Black-Scholes pricing model as the methodology to calculate the grant date fair value for share based and option-based awards, and relied on the following the key assumptions and estimates for each calculation: (i) risk free interest rate of 2.59%; (ii) expected dividend yield of 0%; and (iii) expected volatility of 139%. The Black-Scholes pricing model was used to estimate the fair value as it is the most accepted methodology.
(2) This amount contains multi-year share or option-based awards.
(3) Ameer Rosic, Asha Daniere and Andrei Poliakov were appointed as directors on September 12, 2022.
(4) Christopher Marsh and Jordan Fiksenbaum were appointed as directors on May 10, 2023.
(5) Asha Daniere and Stephanie Li resigned as directors effective May 9, 2023. Andrei Poliakov resigned as a director effective May 12, 2023. Ameer Rosic, Jordan Fiksenbaum and Karia Samaroo resigned as directors effective July 7, 2023.
(6) The director elected to be paid a portion of their Board fees in WonderFi common shares.
(7) This payment was made in connection with the voluntary departure of the director.
(8) This amount represents the amount paid to Karia Samaroo in connection with his departure from WonderFi.
(9) Robert Halpern, Justin Hartzman, G. Scott Paterson, Wendy Rudd, Michael Wekerle, Jason Theofilos and Nicholas Thadaney were appointed as directors on July 7, 2023.
(10) In connection with serving in the capacity as a director for their respective companies on the Steering Committee for the CoinSmart Financial Inc. and Coinsquare Ltd. acquisitions, each director received a payment of 1,500,000 WonderFi common shares for their services. Robert Halpern also served on the steering committee for the CoinSmart Financial Inc. and Coinsquare Ltd. acquisitions on behalf of WonderFi and received similar consideration. These payments were approved by shareholders at WonderFi’s 2023 Annual General and Special Meeting.
(11) WonderFi paid Origin Merchant Partners and Halpern & Co. $600,000 in cash and WonderFi common shares for their advisory services in connection with the Coinsquare Ltd and CoinSmart Financial Inc. acquisitions. These payments were approved by shareholders at WonderFi’s 2023 Annual General and Special Meeting.
(12) Michael Wekerle, G. Scott Paterson, Nicholas Thadaney, Jason Theofilos and Christopher Marsh are not standing for election at the Company’s annual general meeting. Mogo Inc. is nominating Christopher Payne for election.
(13) In connection with the acquisition of CoinSmart Financial Inc., Justin Hartzman received a change of control payment of $650,000.
(14) This amount represents the amount paid to a company owned by Michael Wekerle that provided a venue to the Company for a work event.
35 -

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Directors - Outstanding Share-Based Awards and Option-Based Awards

The following table sets out all the option-based and share-based awards outstanding as at December 31, 2023 for Financial Year 2023, for each director:


		*Option-Based Awards*			*Share-Based Awards*

					*Number*
					of
					*Shares*	*Market or*	*Market or*
					*or Units*	*Payout*	*Payout*
					of	*Value of*	*Value of*
	*Number of*			*Value of*	*Shares*	*Share-*	*Vested*
	*Securities*		*Option*	*Unexercised*	*That*	*Based*	*Share-Based*
*Name(1)*	*Underlying*	*Option*	*Expiration*	*In-The-*	*Have*	*Awards That*	*Awards not*
	*Unexercised*	*Exercise*	*Date*	*Money*	*Not*	*Have Not*	*paid out or*
	*Options*	*Price*		*Options*	*Vested*	*Vested*	*distributed*

	*(#)*	*($)*		*($)*	*(#)*	*($)*	*($)*

Robert Halpern	350,000	0.20	December 6, 2028	33,250	-	-	-
Michael Wekerle	350,000	0.20	December 6, 2028	33,250	-	-	-
Wendy Rudd	200,000	0.20	December 6, 2028	19,000	-	-	-
Jason Theofilos	200,000	0.20	December 6, 2028	19,000	-	-	-
Justin Hartzman	54,044(2) 150,000	0.12 0.20	July 6, 2028 December 6, 2028	9,458 14,250	-	-	-
Christopher Marsh	150,000	0.20	December 6, 2028	14,250	-	-	-

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==> picture [469 x 304] intentionally omitted <==

----- Start of picture text -----

Option-Based Awards Share-Based Awards
Number
of
Shares Market or Market or
or Units Payout Payout
of Value of Value of
Number of Value of Shares Share- Vested
Securities Unexercised That Based Share-Based
Option
Name [(1) ] Underlying Option In-The- Have Awards That Awards not
Expiration
Unexercised Exercise Date Money Not Have Not paid out or
Options Price Options Vested Vested distributed
(#) ($) ($) (#) ($) ($)
Nicholas Thadaney 100,000 0.20 December 6, 2028 9,500 - - -
G. Scott Paterson 100,000 0.20 December 6, 2028 9,500 - - -
----- End of picture text -----

Notes:

(1) As of December 31, 2023, all unexercised option-based awards and unvested share-based awards granted to Asha Daniere, Andrei Poliakov, Jordan Fiksenbaum, Karia Samaroo, Stephanie Li and Ameer Rosic have been returned to WonderFi’s treasury.

(2) These options were issued to Justin Hartzman by CoinSmart Financial Inc. prior to WonderFi’s acquisition of CoinSmart Financial Inc.

Directors - Incentive Plan Awards – Value Vested or Earned During the Financial Year Ended December 31, 2023

==> picture [490 x 193] intentionally omitted <==

----- Start of picture text -----

Non-Equity
Option-Based Share-Based Incentive Plan
Awards Awards Compensation -
- Value - Value Vested Value Earned
Name [(1) ] Vested During the During the Year
During the Year ($) ($)
Year ($)
Robert Halpern 4,102 - 50,000
Michael Wekerle 4,102 - 50,000
----- End of picture text -----

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			*Non-Equity*
	*Option-Based*	*Share-Based*	*Incentive Plan*
	*Awards*	*Awards*	*Compensation -*
*Name(1)*	*- Value*	*- Value Vested*	*Value Earned*
	*Vested*	*During the*	*During the Year*
	*During the*	*Year ($)*	*($)*
	*Year ($)*

Wendy Rudd	2,345	-	-
Jason Theofilos	2,345	-	15,000
Justin Hartzman	5,412	-	-
Christopher Marsh	1,757	-	33,065
Nicholas Thadaney	1,171	-	-
G. Scott Paterson	1,171	-	-

Notes:

OTHER COMPENSATION

Other than as set forth herein, WonderFi did not pay any other compensation to executive officers or directors (including personal benefits and securities or properties paid or distributed which compensation was not offered on the same terms to all full-time employees) during Financial Year 2023 other than benefits and perquisites which did not amount to $10,000 or greater per individual.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

The following table sets forth information with respect to all compensation plans under which equity securities are authorized for issuance as of December 31, 2023:

	*Equity Compensation Plan Information*	*Equity Compensation Plan Information*

	Number of securities to be issued upon	Weighted-average	Number of securities remaining available
		exercise price of	for future issuance under equity
Plan Category
	exercise of outstanding options, warrants	outstanding options,	compensation plans excluding securities

	and rights	warrants and rights	reflected in column (a)

	(a)	(b)	(c)

Equity compensation plans approved by securityholders (1)	Stock Options - 22,417,128 Restricted Stock Units – 5,759,545	$0.27 N/A	36,974,108
Equity compensation plans not approved by securityholders	Nil	N/A	N/A
TOTAL	28,176,673	$0.27	36,974,108

Notes:

(1) The aggregate number of WonderFi Shares reserved for issuance in respect of all outstanding stock options, RSUs, DSUs PSUs, and together with other equity awards granted under the WonderFi Incentive Plan cannot exceed 10% of the number of issued and outstanding WonderFi Shares (on a non-diluted basis).

WonderFi Incentive Plan

WonderFi adopted an incentive stock option plan on June 23, 2021, as amended July 28, 2022, and the WonderFi Incentive Plan is WonderFi’s only equity compensation plan. The WonderFi Incentive Plan is a “rolling” plan, under which 10% of the outstanding WonderFi Shares at any given time are available for issuance thereunder. The purpose of the WonderFi Incentive Plan is to promote the profitability and growth of WonderFi by facilitating the efforts of WonderFi and its subsidiaries to attract and retain directors, senior officers, employees and consultants. The WonderFi Incentive Plan provides an incentive for and encourages ownership of the WonderFi Shares by such persons to induce them to make a maximum contribution to WonderFi’s success and to benefit from increases in the value of the WonderFi Shares.

The WonderFi Incentive Plan was amended to conform with TSX requirements and modified matters requiring shareholder approval at the annual meeting of shareholders of the Company held on September 12, 2022. The WonderFi Incentive Plan can be found on SEDAR+ at www.sedarplus.ca.

The following information is intended to be a brief description and summary of the material features of the WonderFi Incentive Plan:

Shares Subject to the WonderFi Incentive Plan

The WonderFi Incentive Plan is a rolling plan which, subject to the adjustment provisions provided for therein (including a subdivision or consolidation of the WonderFi Shares), provides that the aggregate maximum number of

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WonderFi Shares that may be issued upon the exercise or settlement of awards granted under the WonderFi Incentive Plan shall not exceed 10% of the issued and outstanding WonderFi Shares from time to time, such number being 652,610,303 WonderFi Shares as of the date of this Information Circular. WonderFi may complete additional financings which, if completed in whole or in part, will result in the total number of WonderFi Shares issued and outstanding to increase. Should such financing(s) materialize and the number of issued and outstanding WonderFi Shares increase, the WonderFi Incentive Plan shall still limit the aggregate maximum number of WonderFi Shares that may be issued upon the exercise or settlement of awards at 10% of the issued and outstanding WonderFi Shares.

The WonderFi Incentive Plan is considered an “evergreen” plan, since the WonderFi Shares covered by awards which have been exercised, settled or terminated shall be available for subsequent grants under the WonderFi Incentive Plan and the number of awards available to grant increases as the number of issued and outstanding WonderFi Shares increases.

Insider and Related Persons Participation Limit

The WonderFi Incentive Plan also provides that the aggregate number of WonderFi Shares (a) issuable to insiders at any time (under all of WonderFi’s security-based compensation arrangements) cannot exceed 10% of the issued and outstanding WonderFi Shares and (b) issued to insiders within any one-year period (under all of WonderFi’s securitybased compensation arrangements) cannot exceed 10% of the issued and outstanding WonderFi Shares.

The WonderFi Incentive Plan also provides that the aggregate number of WonderFi Shares (a) issuable to related persons at any time (under all of WonderFi’s security-based compensation arrangements) cannot exceed 10% of the issued and outstanding WonderFi Shares and (b) issued to related persons within any one-year period (under all of WonderFi’s security-based compensation arrangements) cannot exceed 10% of the issued and outstanding WonderFi Shares. The total number of WonderFi Shares which may be issued or issuable to any one related person and the associates of the related person under the WonderFi Incentive Plan and all other security-based compensation arrangements within any one-year period shall not exceed 5% of the WonderFi Shares then outstanding.

So long as the WonderFi Shares are listed on the TSX, the aggregate number of WonderFi Shares issued or issuable to persons providing investor relations activities as compensation within a one-year period, shall not exceed 1% of the total number of WonderFi Shares then outstanding.

Furthermore, the WonderFi Incentive Plan provides that (i) WonderFi shall not make grants of awards to directors if, after giving effect to such grants of awards, the aggregate number of WonderFi Shares issuable to directors, at the time of such grant, under all of WonderFi’s security based compensation arrangements would exceed 1% of the issued and outstanding WonderFi Shares on a non-diluted basis, and (ii) within any one financial year of WonderFi, (a) the aggregate fair value on the date of grant of all options granted to any one non-employee director shall not exceed $100,000, and (b) the aggregate fair market value on the date of grant of all awards (including, for greater certainty, the fair market value of the options) granted to any one non-employee director under all of WonderFi’s security based compensation arrangements shall not exceed $150,000; provided that such limits shall not apply to (i) awards taken in lieu of any cash retainer or meeting director fees, and (ii) a one-time initial grant to a non-employee director upon such non-employee director joining the WonderFi Board.

Any WonderFi Shares issued by WonderFi through the assumption or substitution of outstanding options or other equity-based awards from an acquired company shall not reduce the number of WonderFi Shares available for issuance pursuant to the exercise of awards granted under the WonderFi Incentive Plan.

Administration of the WonderFi Incentive Plan

The “ Plan Administrator ” is determined by the WonderFi Board. The WonderFi Incentive Plan may in the future continue to be administered by the WonderFi Board itself or delegated to a committee of the WonderFi Board. The Plan Administrator determines which directors, officers, consultants and employees are eligible to receive awards under the WonderFi Incentive Plan, the time or times at which awards may be granted, the conditions under which awards may be granted or forfeited to WonderFi, the number of WonderFi Shares to be covered by any award, the exercise price of any award, whether restrictions or limitations are to be imposed on the WonderFi Shares issuable pursuant to grants of any award, and the nature of any such restrictions or limitations, any acceleration of exercisability

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or vesting, or waiver of termination regarding any award, based on such factors as the Plan Administrator may determine.

In addition, the Plan Administrator interprets the WonderFi Incentive Plan and may adopt guidelines and other rules and regulations relating to the WonderFi Incentive Plan and make all other determinations and take all other actions necessary or advisable for the implementation and administration of the WonderFi Incentive Plan.

Eligibility

All directors, employees and consultants are eligible to participate in the WonderFi Incentive Plan. The extent to which any such individual is entitled to receive a grant of an award pursuant to the WonderFi Incentive Plan will be determined in the sole and absolute discretion of the Plan Administrator.

Types of Awards

Awards of options, restricted share units, performance share units and deferred share units may be made under the WonderFi Incentive Plan. All of the awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Plan Administrator, in its sole discretion, subject to such limitations provided in the WonderFi Incentive Plan and will generally be evidenced by an award agreement. In addition, subject to the limitations provided in the WonderFi Incentive Plan and in accordance with applicable law, the Plan Administrator may accelerate or defer the vesting or payment of awards, cancel or modify outstanding awards, and waive any condition imposed with respect to awards or WonderFi Shares issued pursuant to awards.

Options

An option entitles a holder thereof to purchase a prescribed number of treasury WonderFi Shares at an exercise price set at the time of the grant. The Plan Administrator will establish the exercise price at the time each option is granted, which exercise price must in all cases be the volume weighted average trading price of WonderFi Shares on the primary exchange on which the WonderFi Shares are then listed for the five trading days immediately preceding the date of grant calculated by dividing the total value by the total volume of WonderFi Shares traded for the relevant period (the “ Market Price ”); provided that, for so long as the WonderFi Shares are listed and posted for trading on the on the primary exchange on which the WonderFi Shares are then listed, the Market Price shall not be less than the market price, as calculated under the policies of the on the primary exchange on which the WonderFi Shares are then listed; and provided, further, that with respect to an award made to a U.S. taxpayer such participant, the class of shares and the number of shares subject to such award shall be identified by the Plan Administrator prior to the start of the applicable five trading day period. In the event that such WonderFi Shares are not listed and posted for trading on any Exchange, the Market Price shall be the fair market value of such WonderFi Shares as determined by the WonderFi Board in its sole discretion and, with respect to an award made to a U.S. taxpayer, in accordance with Section 409A of the United States Internal Revenue Code of 1986 (the “ Code ”).

Subject to any accelerated termination as set forth in the WonderFi Incentive Plan, each option expires on its respective expiry date. The Plan Administrator will have the authority to determine the vesting terms applicable to grants of options. Once an option becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the option, unless otherwise specified by the Plan Administrator or as otherwise set forth in any written employment agreement, award agreement or other written agreement between WonderFi or a subsidiary of WonderFi and the participant. The Plan Administrator has the right to accelerate the date upon which any option becomes exercisable. The Plan Administrator may provide at the time of granting an option that the exercise of that option is subject to restrictions, in addition to those specified in the WonderFi Incentive Plan, such as vesting conditions relating to the attainment of specified performance goals.

Unless otherwise specified by the Plan Administrator at the time of granting an option and set forth in the particular award agreement, an exercise notice must be accompanied by payment of the exercise price. Subject to the policies of any stock exchange on which the WonderFi Shares are listed, a participant may, in lieu of exercising an option pursuant to an exercise notice, elect to surrender such option to WonderFi (a “ Cashless Exercise ”) in consideration for an amount from WonderFi equal to (i) the Market Price of the WonderFi Shares issuable on the exercise of such option

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(or portion thereof) as of the date such option (or portion thereof) is exercised, less (ii) the aggregate exercise price of the option (or portion thereof) surrendered relating to such WonderFi Shares (the “ In-the-Money Amount ”) by written notice to WonderFi indicating the number of options such participant wishes to exercise using the Cashless Exercise, and such other information that WonderFi may require. Subject to the provisions of the WonderFi Incentive Plan and the policies of any stock exchange on which the WonderFi Shares are listed, WonderFi will satisfy payment of the In-the-Money Amount by delivering to the participant such number of WonderFi Shares having a fair market value equal to the In-the-Money Amount.

Restricted Share Units

A restricted share unit is a unit equivalent in value to a WonderFi Share credited by means of a bookkeeping entry in the books of WonderFi which entitles the holder to receive one WonderFi Share (or the value thereof) for each restricted share unit after a specified vesting period (an “ RSU ”). The Plan Administrator may, from time to time, subject to the provisions of the WonderFi Incentive Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any participant in respect of a bonus or similar payment in respect of services rendered by the applicable participant in a taxation year (the “ RSU Service Year ”).

The number of RSUs (including fractional RSUs) granted at any particular time under the WonderFi Incentive Plan will be calculated by dividing (a) the amount of any bonus or similar payment that is to be paid in RSUs, as determined by the Plan Administrator, by (b) the greater of (i) the Market Price of a Common on the date of grant and (ii) such amount as determined by the Plan Administrator in its sole discretion. The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of RSUs, provided that the terms comply with Section 409A of the Code, to the extent applicable.

Upon settlement, holders will redeem each vested RSU for the following at the election of such holder but subject to the approval of the Plan Administrator: (a) one fully paid and non-assessable WonderFi Share in respect of each vested RSU, (b) a cash payment or (c) a combination of WonderFi Shares and cash. Any such cash payments made by WonderFi shall be calculated by multiplying the number of RSUs to be redeemed for cash by the Market Price per WonderFi Share as at the settlement date. Subject to the provisions of the WonderFi Incentive Plan and except as otherwise provided in an award agreement, no settlement date for any RSU shall occur, and no WonderFi Share shall be issued or cash payment shall be made in respect of any RSU any later than the final business day of the third calendar year following the applicable RSU Service Year.

Performance Share Units

A performance share unit is a unit equivalent in value to a WonderFi Share credited by means of a bookkeeping entry in the books of WonderFi, which entitles the holder to receive one WonderFi Share (or the value thereof) for each performance share unit after specific performance-based vesting criteria determined by the Plan Administrator, in its sole discretion, have been satisfied (a “ PSU ”). The performance goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the effect of termination of a participant’s service and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Plan Administrator and by the other terms and conditions of any PSU, all as set forth in the applicable award agreement. The Plan Administrator may, from time to time, subject to the provisions of the WonderFi Incentive Plan and such other terms and conditions as the Plan Administrator may prescribe, grant PSUs to any participant in respect of a bonus or similar payment in respect of services rendered by the applicable participant in a taxation year (the “ PSU Service Year ”).

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of PSUs. Upon settlement, holders will redeem each vested PSU for the following at the election of such holder but subject to the approval of the Plan Administrator: (a) one fully paid and non-assessable WonderFi Share in respect of each vested PSU, (b) a cash payment, or (c) a combination of WonderFi Shares and cash. Any such cash payments made by WonderFi to a participant shall be calculated by multiplying the number of PSUs to be redeemed for cash by the Market Price per WonderFi Share as at the settlement date. Subject to the provisions of the WonderFi Incentive Plan and except as otherwise provided in an award agreement, no settlement date for any PSU shall occur, and no WonderFi Share shall be issued or cash payment shall be made in respect of any PSU any later than the final business day of the third calendar year following the applicable PSU Service Year.

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Deferred Share Units

A deferred share unit is a unit equivalent in value to a WonderFi Share credited by means of a bookkeeping entry in the books of WonderFi which entitles the holder to receive one WonderFi Share (or, at the election of the holder and subject to the approval of the Plan Administrator, the cash value thereof) for each deferred share unit on a future date (a “ DSU ”). The WonderFi Board may fix from time to time a portion of the total compensation (including annual retainer) paid by WonderFi to a director in a calendar year for service on the WonderFi Board (the “ Director Fees ”) that are to be payable in the form of DSUs. In addition, each director is given, subject to the provisions of the WonderFi Incentive Plan, the right to elect to receive a portion of the cash Director Fees owing to them in the form of DSUs.

Except as otherwise determined by the Plan Administrator or as set forth in the particular award agreement, DSUs shall vest immediately upon grant. The number of DSUs (including fractional DSUs) granted at any particular time will be calculated by dividing (a) the amount of Director Fees that are to be paid in DSUs, as determined by the Plan Administrator, by (b) the Market Price of a WonderFi Share on the date of grant. Upon settlement, holders will redeem each vested DSU for: (a) one fully paid and non-assessable WonderFi Share issued from treasury in respect of each vested DSU, or (b) at the election of the holder and subject to the approval of the Plan Administrator, a cash payment on the date of settlement. Any cash payments made under the WonderFi Incentive Plan by WonderFi to a participant in respect of DSUs to be redeemed for cash shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Market Price per WonderFi Share as at the settlement date.

Dividend Equivalents

Except as otherwise determined by the Plan Administrator or as set forth in the particular award agreement, RSUs, PSUs and DSUs shall be credited with dividend equivalents in the form of additional RSUs, PSUs and DSUs, as applicable, as of each dividend payment date in respect of which normal cash dividends are paid on WonderFi Shares. Dividend equivalents shall vest in proportion to, and settle in the same manner as, the awards to which they relate. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per WonderFi Share by the number of RSUs, PSUs and DSUs, as applicable, held by the participant on the record date for the payment of such dividend, by (b) the Market Price at the close of the first business day immediately following the dividend record date, with fractions computed to three decimal places.

Share Based Awards

The Plan Administrator may grant other types of equity-based or equity-related awards not otherwise described by the terms of the WonderFi Incentive Plan (including the grant or offer for sale of unrestricted WonderFi Shares) in such amounts and subject to such terms and conditions, including, but not limited to, being subject to performance criteria, or in satisfaction of such obligations, as the Plan Administrator shall determine. Such awards may involve the transfer of actual WonderFi Share to participants, or payment in cash or otherwise of amounts based on the value WonderFi Shares. The grant of any other types of equity-based or equity related awards not otherwise described more specifically in the summary of the WonderFi Incentive Plan is subject to the prior approval of the TSX.

Black-out Periods

In the event an award expires, at a time when a scheduled blackout is in place or an undisclosed material change or material fact in the affairs of WonderFi exists, the expiry of such award will be the date that is 10 business days after which such scheduled blackout terminates or there is no longer such undisclosed material change or material fact.

Term

While the WonderFi Incentive Plan does not stipulate a specific term for awards granted thereunder, as discussed below, awards may not expire beyond 10 years from its date of grant, except where shareholder approval is received or where an expiry date would have fallen within a blackout period of WonderFi. All awards must vest and settle in accordance with the provisions of the WonderFi Incentive Plan and any applicable award agreement, which award agreement may include an expiry date for a specific award.

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Termination of Employment or Services

The following table describes the impact of certain events upon the participants under the WonderFi Incentive Plan, including termination for cause, resignation, termination without cause, disability, death or retirement, subject, in each case, to the terms of a participant’s applicable employment agreement, award agreement or other written agreement:

Event	Provisions
Termination for Cause/Resignation	Any option, RSU, PSU, DSU or other award held by the participant that has not been exercised, surrendered or settled as of the termination date of the participant, as defined and determined in accordance with the WonderFi Incentive Plan (the “Termination Date”) shall be immediately forfeited and cancelled as of the Termination Date.
Termination without Cause	A portion of any unvested options, RSUs, PSUs, DSUs or other awards shall immediately vest, such portion to be equal to the number of unvested options, RSUs, PSUs, DSUs or other awards held by the participant as of the Termination Date multiplied by a fraction the numerator of which is the number of days between the date of grant and the Termination Date and the denominator of which is the number of days between the date of grant and the date any unvested options, RSUs, PSUs, DSUs or other awards were originally scheduled to vest. Any vested options may be exercised by the participant at any time during the period that terminates on the earlier of: (A) the expiry date of such option; and (B) the date that is 90 days after the Termination Date. If an option remains unexercised upon the earlier of (A) or (B), the option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested award other than an option, such award will be settled within 90 days after the Termination Date. In the case of vested awards of a U.S. taxpayer, vested RSUs will be settled within 90 days after the Termination Date, vested DSUs will be settled in accordance with the participant’s DSU Election Notice (as such term is defined in the WonderFi Incentive Plan), and PSUs will be settled within 90 days after the Termination Date, provided that in all cases such PSUs will be settled by March 15thof the year immediately following the calendar year in which the Termination Date occurs.
Disability	Any award that has not vested as of the date of the Termination Date shall vest on such date. Any vested option may be exercised at any time until the expiry date of such option. Any vested award other than an option, that is held by a participant that is not a U.S. taxpayer, will be settled within 90 days after the Termination Date. In the case of vested awards of a U.S. taxpayer, vested RSUs will be settled within 90 days after the Termination Date, vested DSUs will be settled in accordance with the Participant’s DSU Election Notice, and PSUs that become vested will be settled within 90 days after the Termination Date, provided that in all cases such PSUs will be settled by March 15thof the year immediately following the calendar year in which the Termination Date occurs.

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Event	Provisions
Death	Any award that is held by the participant that has not vested as of the date of the death of such participant shall vest on such date. Any vested option may be exercised by the participant’s beneficiary or legal representative (as applicable) at any time during the period that terminates on the earlier of: (a) the expiry date of such option, and (b) the first anniversary of the date of the death of such participant. If an option remains unexercised upon the earlier of (A) or (B), the option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of an award other than an option, that is held by a participant that is not a U.S. taxpayer, such award will be settled with the participant’s beneficiary or legal representative (as applicable) within 90 days after the date of the participant’s death. In the case of vested awards of a U.S. taxpayer, vested RSUs will be settled within 90 days after the date of death, vested DSUs will be settled in accordance with the participant’s DSU Election Notice, and PSUs will be settled within 90 days after the date of death, provided that in all cases such PSUs will be settled by March 15th of the year immediately following the calendar year in which the death occurs.
Retirement	Any (i) outstanding award that vests or becomes exercisable based solely on the participant remaining in the service of WonderFi or its subsidiary will become 100% vested, and (ii) outstanding award that vests based on the achievement of performance goals that has not previously become vested shall continue to be eligible to vest based upon the actual achievement of such performance goals. Any vested option may be exercised by the participant at any time during the period that terminates on the earlier of: (A) the expiry date of such option; and (B) the third anniversary of the participant’s date of retirement. If an option remains unexercised upon the earlier of (A) or (B), the option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested award other than an option that is described in (i), such award will be settled within 90 days after the participant’s retirement. In the case of a vested award other than an option that is described in (ii), such award will be settled at the same time the award would otherwise have been settled had the participant remained in active service with WonderFi or its subsidiary. Notwithstanding the foregoing, if, following his or her retirement, the participant commences (the “Commencement Date”) employment, consulting or acting as a director of WonderFi or any of its subsidiaries (or in an analogous capacity) or otherwise as a service provider to any person that carries on or proposes to carry on a business competitive with WonderFi or any of its subsidiaries, any option or other award held by the participant that has not been exercised or settled as of the Commencement Date shall be immediately forfeited and cancelled as of the Commencement Date.

Event

Provisions

Death

Any award that is held by the participant that has not vested as of the date of the
death of such participant shall vest on such date. Any vested option may be
exercised by the participant’s beneficiary or legal representative (as applicable) at
any time during the period that terminates on the earlier of: (a) the expiry date of
such option, and (b) the first anniversary of the date of the death of such
participant. If an option remains unexercised upon the earlier of (A) or (B), the
option shall be immediately forfeited and cancelled for no consideration upon the
termination of such period. In the case of an award other than an option, that is
held by a participant that is not a U.S. taxpayer, such award will be settled with
the participant’s beneficiary or legal representative (as applicable) within 90 days
after the date of the participant’s death.
In the case of vested awards of a U.S. taxpayer, vested RSUs will be settled within
90 days after the date of death, vested DSUs will be settled in accordance with the
participant’s DSU Election Notice, and PSUs will be settled within 90 days after
the date of death, provided that in all cases such PSUs will be settled by March
15th of the year immediately following the calendar year in which the death
occurs.

Retirement

Any (i) outstanding award that vests or becomes exercisable based solely on the
participant remaining in the service of WonderFi or its subsidiary will become
100% vested, and (ii) outstanding award that vests based on the achievement of
performance goals that has not previously become vested shall continue to be
eligible to vest based upon the actual achievement of such performance goals. Any
vested option may be exercised by the participant at any time during the period
that terminates on the earlier of: (A) the expiry date of such option; and (B) the
third anniversary of the participant’s date of retirement. If an option remains
unexercised upon the earlier of (A) or (B), the option shall be immediately
forfeited and cancelled for no consideration upon the termination of such period.
In the case of a vested award other than an option that is described in (i), such
award will be settled within 90 days after the participant’s retirement. In the case
of a vested award other than an option that is described in (ii), such award will be
settled at the same time the award would otherwise have been settled had the
participant remained in active service with WonderFi or its subsidiary.
Notwithstanding the foregoing, if, following his or her retirement, the participant
commences (the “Commencement Date”) employment, consulting or acting as a
director of WonderFi or any of its subsidiaries (or in an analogous capacity) or
otherwise as a service provider to any person that carries on or proposes to carry
on a business competitive with WonderFi or any of its subsidiaries, any option or
other award held by the participant that has not been exercised or settled as of the
Commencement Date shall be immediately forfeited and cancelled as of the
Commencement Date.

Change in Control

Under the WonderFi Incentive Plan, except as may be set forth in an employment agreement, award agreement or other written agreement between WonderFi or a subsidiary of WonderFi and a participant:

(a) If within 12 months following the completion of a transaction resulting in a Change in Control (as defined below), a participant’s employment, consultancy or directorship is terminated by WonderFi or a subsidiary of WonderFi without cause, without any action by the Plan Administrator:
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(i) any unvested awards held by the participant at Termination Date shall immediately vest; and
(ii) any vested awards may be exercised, surrendered to WonderFi, or settled by the participant at any time during the period that terminates on the earlier of: (A) the expiry date of such award; and (B) the date that is 90 days after the Termination Date. Any award that has not been exercised, surrendered or settled at the end of such period being immediately forfeited and cancelled.
(b) Unless otherwise determined by the Plan Administrator, if, as a result of a Change in Control, the WonderFi Shares will cease trading on the primary exchange on which the WonderFi Shares are then listed, WonderFi may terminate all of the awards, other than an option held by a participant that is a resident of Canada for the purposes of the Income Tax Act (Canada), granted under the WonderFi Incentive Plan at the time of and subject to the completion of the Change in Control transaction by paying to each holder at or within a reasonable period of time following completion of such Change in Control transaction an amount for each award equal to the fair market value of the award held by such participant as determined by the Plan Administrator, acting reasonably, provided that any vested awards granted to U.S. taxpayers will be settled within 90 days of the Change in Control.

Subject to certain exceptions, a “ Change in Control ”, for the purposes of the WonderFi Incentive Plan, includes (i) any transaction at any time and by whatever means pursuant to which any Person or any group of two (2) or more Persons acting jointly or in concert hereafter acquires the direct or indirect “ beneficial ownership ” (as defined in National Instrument 62-104 – Take-over Bids and Issuer Bids of the Canadian Securities Administrators) of, or acquires the right to exercise control or direction over, securities of WonderFi representing more than 50% of the then issued and outstanding voting securities of WonderFi, including, without limitation, as a result of a take–over bid, an exchange of securities, an amalgamation of WonderFi with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization; (ii) the sale, assignment or other transfer of all or substantially all of the consolidated assets of WonderFi to a Person other than a subsidiary of WonderFi; (iii) the dissolution or liquidation of WonderFi, other than in connection with the distribution of assets of WonderFi to one (1) or more Persons which were Affiliates of WonderFi prior to such event; (iv) the occurrence of a transaction requiring approval of WonderFi’s shareholders whereby WonderFi is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a subsidiary of WonderFi); (v) individuals who comprise the WonderFi Board as of the date hereof (the “ Incumbent Board ”) for any reason cease to constitute at least a majority of the members of the WonderFi Board, unless the election, or nomination for election by WonderFi’s shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and in that case such new director shall be considered as a member of the Incumbent Board; or (vi) any other event which the WonderFi Board determines to constitute a Change in Control of WonderFi.

Provided that, notwithstanding clauses (i), (ii), (iii) and (iv) above, a Change in Control shall be deemed not to have occurred if immediately following the transaction set forth in clauses (i), (ii), (iii) or (iv) above: (A) the holders of securities of WonderFi that immediately prior to the consummation of such transaction represented more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors of WonderFi hold (x) securities of the entity resulting from such transaction (including, for greater certainty, the Person succeeding to assets of WonderFi in a transaction contemplated in clause (ii) above) (the “ Surviving Entity ”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees (“ voting power ”) of the Surviving Entity, or (y) if applicable, securities of the entity that directly or indirectly has beneficial ownership of 100% of the securities eligible to elect directors or trustees of the Surviving Entity (the “ Parent Entity ”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees of the Parent Entity, and (B) no Person or group of two or more Persons, acting jointly or in concert, is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) (any such transaction which satisfies all of the criteria specified in clauses (A) and (B) above being referred to as a “ Non - Qualifying Transaction ”

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For questions or assistance, please call Morrow Sodali at 1.888.777.0836 toll-free or by email at [email protected]

and, following the Non–Qualifying Transaction, references in this definition of “ Change in Control ” to WonderFi shall mean and refer to the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and, if such entity is a company or a trust, references to the “WonderFi Board” shall mean and refer to the board of directors or trustees, as applicable, of such entity).

Notwithstanding the foregoing, for purposes of any award that constitutes “ deferred compensation ” (within the meaning of Section 409A of the Code), the payment of which is triggered by or would be accelerated upon a Change in Control, a transaction will not be deemed a Change in Control for Awards granted to any participant who is a U.S. taxpayer unless the transaction qualifies as “ a change in control event ” within the meaning of Section 409A of the Code.

Non-Transferability of Awards

Except as permitted by the Plan Administrator and to the extent that certain rights may pass to a beneficiary or legal representative upon death of a participant, by will or as required by law, no assignment or transfer of awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such awards whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such awards will terminate and be of no further force or effect. To the extent that certain rights to exercise any portion of an outstanding award pass to a beneficiary or legal representative upon the death of a participant, the period in which such award can be exercised by such beneficiary or legal representative shall not exceed one year from the participant’s death.

Amendments to the WonderFi Incentive Plan

Subject to the limitations set out in the WonderFi Incentive Plan, a majority of the members of the WonderFi Board, other than directors that would receive, or would be eligible to receive, a material benefit resulting from the amendment, may also from time to time, without notice and without approval of the holders of WonderFi Shares, amend, modify, change, suspend or terminate the WonderFi Incentive Plan or any awards granted pursuant thereto as it, in its discretion, determines appropriate, provided that (a) no such amendment, modification, change, suspension or termination of the WonderFi Incentive Plan or any award granted pursuant thereto may materially impair any rights of a participant or materially increase any obligations of a participant under the WonderFi Incentive Plan without the consent of such participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable Securities Laws or stock exchange requirements, and (b) any amendment that would cause an award held by a U.S. taxpayer to be subject to the income inclusion under Section 409A of the Code, as amended, shall be null and void ab initio.

Notwithstanding the above, and subject to the rules of any applicable stock exchange, the approval of shareholders is required to affect any of the following amendments to the WonderFi Incentive Plan:

(a) increasing the maximum number of WonderFi Shares issuable where, following the increase, the total number of WonderFi Shares issuable under the WonderFi Incentive Plan is equal to or greater than 10% of the securities of WonderFi (calculated on a nondiluted basis) outstanding as of the date the WonderFi Incentive Plan was last approved by holders of WonderFi Shares;
(b) re-pricing of an award benefiting a related person of WonderFi;
(c) an extension of the term of an award benefiting a related person of WonderFi;
(d) an extension of the term of an award, where the exercise price is lower than the Market Price;
(e) any amendment to remove or to exceed the limits set out in the WonderFi Incentive Plan on awards available to related persons of WonderFi;
(f) amendments to an amending provision within the WonderFi Incentive Plan; (g) increasing or removing the 10% limits on WonderFi Shares issuable or issued to insiders; (h) reducing the exercise price of an option award (for this purpose, a cancellation or termination of an award of a participant prior to its expiry date for the purpose of reissuing an award to the same participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an award) except pursuant to the provisions in
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For questions or assistance, please call Morrow Sodali at 1.888.777.0836 toll-free or by email at

[email protected]

the WonderFi Incentive Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting WonderFi or its capital;

(i) extending the term of an option award beyond the original expiry date (except where an expiry date would have fallen within a blackout period applicable to the participant or within 10 business days following the expiry of such a blackout period);
(j) permitting an option award to be exercisable beyond 10 years from its date of grant (except where an expiry date would have fallen within a blackout period);
(k) increasing or removing the limits on the participation of non-employee directors;
(l) any amendment to an entitlement to an individual award;
(m) permitting awards to be transferred to a person;
(n) changing the eligible participants;
(o) propose to amend any material term of the WonderFi Incentive Plan, such proposed amendment having first received the approval of a majority of the WonderFi Board; or
(p) deleting or otherwise limiting the amendments that require approval of the shareholders.

Except for the items listed above, amendments to the WonderFi Incentive Plan will not require shareholder approval. Such amendments include (but are not limited to): (a) amending the general vesting provisions of an award, (b) amending the provisions for early termination of awards in connection with a termination of employment or service, (c) adding covenants of WonderFi for the protection of the participants, (d) amendments that are desirable as a result of changes in law in any jurisdiction where a participant resides, and (e) curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

Burn Rate

The following table sets out the burn rate of securities for the last financial year of the Company:

Year	Securities Granted Pursuant to the Plan (A)	Weighted Average Number of Common Shares Outstanding (B)	Burn Rate (A) / (B)
2023	21,973,879 + 9,061,021(1)	437,653,656	0.07
2022	15,257,361 + 4,226,250(2)	144,011,212	0.14
2021	2,159,715 + 1,730,000	34,467,516	0.11

(1) During fiscal year 2023, 21,973,879 options, and 9,061,021 RSUs were granted pursuant to the Plan; 10,941,151 options were granted in connection with the acquisitions of Coinsquare and CoinSmart, 296,061 Options have been exercised and 10,884,845 were cancelled. 2,531,844 RSUs were cancelled.

(2) During fiscal year 2022, 15,257,361 options, and 4,226,250 RSUs were granted pursuant to the Plan; 596,375 Options have been exercised and 5,196,551 were cancelled. 600,000 RSUs were cancelled.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors and executive officers, or former directors or executive officers, nor any associate of such individuals, of WonderFi is as at the date hereof, or has been, during the financial year ended December 31, 2023, indebted to WonderFi or its subsidiaries in connection with a purchase of securities or otherwise. In addition, no indebtedness of these individuals to another entity has been the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding with WonderFi or any of its subsidiaries.

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For questions or assistance, please call Morrow Sodali at 1.888.777.0836 toll-free or by email at [email protected]

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed in this Information Circular, management is not aware of any material interest, direct or indirect, of any informed person of WonderFi, any proposed director or any associate or affiliate of any informed person or proposed director in any transaction since the commencement of our most recently completed financial year, or in any proposed transaction, that has materially affected or would materially affect WonderFi or any of its affiliates or subsidiaries. See the section entitled “ Investor Rights Agreements ”.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Management is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of each person who has been a director or executive officer of WonderFi at any time since the beginning of the Company’s last financial year, each proposed nominee for election as a director of WonderFi, and each associate or affiliate of the foregoing.

OTHER MATTERS

It is not known whether any other matters will come before the WonderFi Meeting other than as set out in the WonderFi Notice and this Information Circular but, if any other matters do arise, the persons named in the WonderFi form of proxy intend to vote on any poll, in accordance with their best judgment, exercising discretionary authority with respect to amendments or variations of matters ratified in the notice of the WonderFi Meeting and other matters which may properly come before the WonderFi Meeting or any adjournment.

ADDITIONAL INFORMATION

Additional information is available on SEDAR+ (www.sedarplus.ca) under WonderFi’s issuer profile, including financial information provided in WonderFi’s financial statements and management’s discussion and analysis. The audited financial statements for the year ending December 31, 2023, together with the auditor’s report thereon will be presented at the WonderFi Meeting. Copies of WonderFi’s financial statements and management discussion and analysis can be requested from WonderFi upon request at Suite 2200, 885 West Georgia St., Vancouver, British Columbia, V6C 3E8, Canada.

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For questions or assistance, please call Morrow Sodali at 1.888.777.0836 toll-free or by email at [email protected]

Schedule “A” – Board of Directors Mandate

WONDERFI TECHNOLOGIES INC.

(the “Corporation”)

BOARD OF DIRECTORS’ MANDATE

Purpose

The board of directors of the Corporation (the " Board ") is responsible for stewardship of the Corporation, supervising the management of the business and affairs of the Corporation, and providing leadership to the Corporation by practicing responsible, sustainable and ethical decision making. In discharging its responsibility, the Board will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and will act honestly and in good faith with a view to the best interests of the Corporation.

Board Composition

The Board will consist of a minimum of four members.
A majority of the members of the Board will be independent pursuant to National Policy 58-201 Corporate Governance Guidelines (as implemented by the Canadian Securities Administrators and as amended from time to time).
The Board should consist of professional and competent members with an appropriate mix of skills and abilities to ensure that the Board carries out its duties and responsibilities in the most effective manner and that the Corporation meets its legal, financial and operational objectives.
The directors will be elected at the annual general meeting of the Corporation each year and will hold office until their successors are duly elected or appointed.
To be considered for nomination and election to the Board, individuals must demonstrate integrity and high ethical standards in their business dealings, their personal affairs and in the discharge of their duties to and on behalf of the Corporation.

Committees of the Board

The Board will carry out its mandate directly and through the following committees of the Board (and such other committees as it appoints from time to time):
(a) Audit Committee; and
(b) Compensation, Nomination and Governance Committee
(collectively, the “ Committees ”).
Each Committee will function according to a written mandate, as approved by the Board . The Committees will review and assess the adequacy of the mandates of the Committees on an annual basis.

A-1

Duties and Responsibilities

The Board will have the specific duties and responsibilities outlined below:

Legal Obligations

Act honestly and in good faith with a view to the best interests of the Corporation;
Exercise the care, diligence and skill that a reasonably prudent Board would exercise in comparable circumstances; and
Direct management to ensure legal, regulatory and exchange requirements applicable to the Corporation have been met.

Supervision of Management

Select and appoint the Chief Executive Officer (“ CEO ”), and with the assistance of the Compensation, Nomination and Governance Committee, establish CEO goals and objectives and evaluate CEO performance;
Assist the CEO to select and appoint the Chief Financial Officer, Chief Strategy Officer, Chief Technology Officer, Secretary and any Vice President, establish each of these officers’ goals and objectives and monitor their performance;
Maintain a succession plan for the replacement of the CEO and executive officers; and
To the extent feasible, to satisfy itself as to the integrity of the CEO and other executive officers and that the CEO and other executive officers create a culture of integrity throughout the Corporation.

Governance

Review on an annual basis, and either approve or require revisions to the mandates of the Board and the Committees, position descriptions, the code of business conduct and ethics (the “ Code ”) and all other policies of the Corporation (collectively the “ Governance Documents ”);
Take reasonable steps to satisfy itself that each director, the CEO and the executive officers are:
(a) performing their duties ethically;
(b) conducting business on behalf of the Corporation in accordance with the requirements and the spirit of the Governance Documents; and
(c) fostering a culture of integrity throughout the Corporation;
As governance standards evolve and following each annual review of the Corporation’s Governance Documents, either confirm or amend the Corporation’s governance policies;
Take reasonable steps to create procedures and policies that are designed to ensure that the Board, the

A-2

Committees, the chair of the Board, the chair of the Committees, each director, the CEO, the executive officers, management and employees are, in the discharge of their duties:

(a) acting ethically;
(b) conducting business on behalf of the Corporation in accordance with the requirements and the spirit of the Governance Documents; and
(c) are fostering a culture of integrity throughout the Corporation;
Ensure that the Corporation’s Governance Documents are readily available to the directors, executive officers, management, employees and consultants and be publicly disclosed;
Administer the receipt of conflicts of interest concerns raised pursuant to the Code, conduct investigations and respond to their resolution; and
Review conflicts of interest and departures from the Code, determine whether material change reports or any other disclosure is required in respect of the conflicts and departures.

Communications

Review, with reasonable frequency, the disclosure policy which provides for disclosure and communications practices governing the Corporation.

Waivers & Conflicts

Review departures from the Code;
Provide or deny waivers from the Code; and
Disclose departures from the Code including by filing required material change reports for material departures from the Code containing:
(a) the date of the departure;
(b) the parties involved;
(c) the reason why the Board has or has not sanctioned the departure; and
(d) any measures taken to address or remedy the departure.

Strategic Planning

Adopt a strategic planning process for increasing shareholder value, annually approve a strategic plan, and regularly monitor the Corporation’s performance against its strategic plan;
Approve capital and operating budgets to implement the strategic plan;
Conduct periodic reviews of the Corporation’s resources, risks, and regulatory constraints and

A-3

opportunities to facilitate the strategic plan; and

Evaluate management’s analysis of the strategies of existing and potential competitors and their impact, if any, on the Corporation’s strategic plan.

Risk Management

Adopt a process to identify the principal risks of the Corporation’s business and ensure the implementation of appropriate systems to manage these risks; and
Together with the Audit Committee, ensure policies and procedures are in place and are effective to maintain the integrity of the Corporation’s:
(a) disclosure controls and procedures;
(b) internal controls over financial reporting;
(c) management information systems; and
(d) auditing and accounting principles and practices.

Financial Management

Review, and on the recommendation of the Audit Committee, approve, prior to their public dissemination:
(a) interim and annual financial statements and notes thereto;
(b) managements’ discussion and analysis of financial condition and results of operations;
(c) relevant sections of the annual report, annual information form and management information circular containing financial information;
(d) forecasted financial information and forward-looking statements; and
(e) all press releases and other documents in which financial statements, earnings forecasts, results of operations or other financial information is disclosed;
Approve dividends and distributions, material financings, transactions affecting authorized capital or the issue and repurchase of shares and debt securities, and all material divestitures and acquisitions; and
Review and approve budgets, major expenditures and cash flow forecasts.

Board Meetings

The Board will meet in person, or by telephone conference call, at least once each quarter and as often thereafter as required to discharge the duties of the Board;
Hold meetings of the independent directors without management and non-independent directors present; and

A-4

Comply with the position description applicable to individual directors.

Materials

The Board has access to all books, records, facilities and personnel of the Corporation necessary for the discharge of its duties.

Advisors

The Board has the power, at the expense of the Corporation, to retain, instruct, compensate and terminate independent advisors to assist the Board in the discharge of its duties.

Adopted and approved by the Board of the Corporation effective as of August 30, 2021.

A-5

HOW TO CAST YOUR VOTE

Vote your proxy today or no later than 1:00 p.m. (Toronto time) on May 22, 2024

VOTING METHOD BENEFICIAL SHAREHOLDERS If your shares are held with a broker, bank or other intermediary REGISTERED SHAREHOLDERS If your shares are held in your name and represented by a physical certificate	VOTING METHOD BENEFICIAL SHAREHOLDERS If your shares are held with a broker, bank or other intermediary REGISTERED SHAREHOLDERS If your shares are held in your name and represented by a physical certificate
INTERNET Visit www.proxyvote.com and enter your 16-digit control number located on the enclosed voting instruction form.	Go to the following web site: www.investorvote.com
TELEPHONE Canada: Call 1.800.474.7493 U.S.: Call 1.800.454.8683 and provide your 16-digit control number located on the enclosed voting instruction form.	Call the number listed below from a touchtone telephone: 1-866-732-VOTE (8683) Toll Free
FACSIMILE Canada: Fax your voting instruction form to905.507.7793or toll free to 1.866.623.5305so that your vote is received before the deadline. U.S.: N/A	N/A
MAIL Mail your voting instruction form using reply envelope provided.	Mail your proxy using reply envelope provided.

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If you have any questions or require any assistance in executing your proxy or voting instruction form, please call Morrow Sodali at:

North American Toll-Free Number: 1.888.777.0836 Outside North America, Banks, Brokers and Collect Calls: 1.289.695.3075 Email: [email protected]

North American Toll-Free Facsimile: 1.877.218.5372

YOUR VOTE IS IMPORTANT

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Vote your proxy today or no later than 1:00 p.m. (Toronto time) on May 22, 2024

If you have any questions or require any assistance in executing your WonderFi proxy or voting instruction form, please call our Proxy Solicitation Agent, Morrow Sodali at:

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WONDERFI TECHNOLOGIES INC.

Suite 2200, 885 West Georgia St. | Vancouver, BC V6C 3E8 E: [email protected]

Download the latest about WonderFi Technologies Inc. at: www.wonder.fi WonderFi Technologies Inc. is traded under the symbol WNDR.

AI assistant

WonderFi Technologies Inc. — AGM Information 2024

42943_rns_2024-05-02_e67608a5-72ab-48fb-9186-281806412e22.pdf

NOTICE OF ANNUAL GENERAL MEETING

and

MANAGEMENT INFORMATION CIRCULAR

of

WONDERFI TECHNOLOGIES INC.

HOW TO CAST YOUR VOTE

Vote your proxy today or no later than 1:00 p.m. (Toronto time) on May 22, 2024

WONDERFI TECHNOLOGIES INC.

NOTICE OF ANNUAL GENERAL MEETING OF WONDERFI SHAREHOLDERS

BY ORDER OF THE BOARD OF DIRECTORS

MANAGEMENT INFORMATION CIRCULAR

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 24, 2024

Solicitation of Proxies

Distribution to Beneficial Holders

Voting by Proxy

Participation and Voting at the WonderFi Meeting

Appointment and Revocation of Proxies

United States Non-Registered Shareholders

Exercise of Discretion by Proxies

Quorum

Record Date

Voting Shares and Principal Holders Thereof

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

1. Financial Statements

2. Appointment of Auditor

3. Election of Directors

Information Concerning the Nominee Slate

Notes:

Director Biographies

Dean Skurka

Robert Halpern

Jaime Leverton

Noel Biderman

Wendy Rudd

Justin Hartzman

Kristin McAlister

Igor Gimelshtein

Rob Godfrey

Board Recommendation

Majority Voting for Directors

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Director Nominations and Advance Notice

Investor Rights Agreements

WonderFi Group

CoinSmart Group

Mogo

KAOS Group

Voting Agreement

Size and Composition of the WonderFi Board and Nominees under the WonderFi Voting Agreement

CORPORATE GOVERNANCE

General

Item 1: Board of Directors

Notes:

Item 2: Board Mandate

Item 3: Position Descriptions:

Item 4: Orientation and Continuing Education

Item 5: Ethical Business Conduct

Item 6: Nomination of Directors

Item 7: Compensation

Item 8: Other Board Committees

Item 9: Assessments

Item 10: Director Term Limits and Other Mechanisms of Board Renewal

Item 11: Policies Regarding the Representation of Women on the Board

Item 12: Consideration of the Representation of Women in the Director Identification and Selection Process

Item 13: Consideration Given to the Representation of Women in Executive Officer Appointments

Item 14: Issuer’s Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

Item 15: Number of Women on the Board and in Executive Officer Positions

EXECUTIVE COMPENSATION

General

Named Executive Officers

Compensation Discussion and Analysis

Objectives of the Compensation Program or Strategy

Each Element of Compensation and Why WonderFi Chooses to Pay Each Element

Base Salaries

Equity Incentives

Cash Bonuses

WonderFi Technologies Inc. AGM Information 2024