representative work

WonderFi, Coinsquare and CoinSmart to Combine to Create Canada’s Largest Regulated Crypto Asset Trading Platform


On April 3, 2023, WonderFi Technologies Inc., Coinsquare Ltd. and CoinSmart Financial Inc. entered into a business combination agreement to combine their respective businesses. The combined company will offer one of the largest regulated crypto asset trading platforms in the world and will provide Canadians with a wide range of diversified products and services including both retail and institutional crypto trading, staking products, B2B crypto payment processing and also intends to soon include sports betting and gaming. The combined company will have transacted over $17 billion since 2017 and have over $600 million in assets under custody, with a registered user base in excess of 1.65 million Canadians.

Pursuant to the business combination, WonderFi will issue approximately 269,727,080 common shares to Coinsquare’s shareholders, and approximately 119,181,733 common shares to CoinSmart’s shareholders. On completion of the transaction, WonderFi shareholders will own approximately 38% of the combined company, Coinsquare shareholders will own approximately 43% of the combined company, and CoinSmart shareholders will own approximately 19%, all on a partially diluted basis. Additionally, CoinSmart shareholders will be entitled to share in an earn out of up to an additional $15 million of total cash or share consideration, based on the revenues of CoinSmart’s SmartPay business over a period of three years following the closing of the transaction.

Under the terms of the business combination agreement, the transaction will be effected by way of two court-approved plans of arrangement involving Coinsquare under the Canada Business Corporations Act and CoinSmart under the Business Corporations Act (British Columbia). Following completion of the transaction, the common shares of the combined company are expected to trade on the Toronto Stock Exchange.

Cassels is acting for WonderFi.