DeFi Technologies Signs Binding LOI with CoreFi Strategy and Orinswift Ventures, Secures US$20M CORE Token Commitment from the Core Foundation to Drive Bitcoin Finance

Toronto, Canada, February 4, 2025 — DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (CBOE CA: DEFI) (GR: R9B) (OTC: DEFTF), a financial technology company at the forefront of merging traditional capital markets with decentralized finance ("DeFi"), is pleased to announce that they have entered into a binding letter agreement (the “Agreement” with CoreFi Strategy Corp. (“CoreFi”),  and Orinswift Ventures Ltd. (“Orinswift”), setting the stage for a strategic reverse takeover and listing of common shares of the Resulting Issuer (as defined below) on the Cboe Canada Stock Exchange (“Cboe”).

DeFi Technologies, a financial technology company converging traditional capital markets with decentralised finance (“DeFi”), is pleased to announce that they have entered into a binding letter agreement (the “Agreement”) with CoreFi Strategy Corp. (“CoreFi”), and Orinswift Ventures Ltd. (“Orinswift”), setting the stage for a strategic reverse takeover and listing of common shares of the Resulting Issuer (as defined below) on the Cboe Canada Stock Exchange (“Cboe”).

This announcement builds on the Company's November 14, 2024, news release, marking a significant milestone in the launch of its CoreFi Strategy. Inspired by the successful models of MicroStrategy and MetaPlanet, CoreFi Strategy provides a regulated, leveraged approach to generating Bitcoin yield and utilizing Core, unlocking new opportunities in Bitcoin Finance (“BTCfi”). As part of this initiative, the Core Foundation has committed US$20 million in CORE Tokens, enhancing CoreFi's operational capabilities and cementing its leadership in the BTCfi space. BTCfi is the next phase of Bitcoin's evolution, and CoreFi is at the center of it.

CoreFi is a private company incorporated pursuant to the Canada Business Corporations Act. Recently launched in partnership with DeFi Technologies, CoreFi will offer a regulated, leveraged investment strategy centered on Bitcoin yield and CORE, the native asset of the Core blockchain. This strategy enables investors to pursue higher-risk, higher-reward opportunities within the rapidly growing BTCfi ecosystem.

“CoreFi Strategy is elevating the MicroStrategy playbook,” said Rich Rines, contributor to Core. “MicroStrategy pioneered the hold-borrow-hold approach. CoreFi Strategy takes it a step further by adding staking into the mix. Their hold-stake-borrow-hold strategy applied to Bitcoin and CORE unlocks attractive Bitcoin yields while also building upside exposure to the rapidly emerging BTCfi landscape.”

What is BTCfi & Core?

BTCfi, short for Bitcoin Finance, refers to decentralized financial applications and services built around Bitcoin. It brings some of the most popular features of decentralized finance (DeFi)—like lending, borrowing, staking, and yield generation—to the Bitcoin ecosystem. In essence, BTCfi expands Bitcoin's use case beyond being a "store of value" by enabling more interactive and utility-driven financial applications. With BTCfi, users can do more with their Bitcoin, such as earning rewards or participating in decentralized applications, without giving up custody of their assets.

The Core blockchain is the Proof of Stake Layer for Bitcoin, enhancing Bitcoin by introducing self-custodial Bitcoin staking. It also supports an ecosystem compatible with the Ethereum Virtual Machine (EVM), opening the door for various BTCfi applications. Since April 2024, more than 5,700 Bitcoin (BTC) have been staked using CORE, boosting Bitcoin’s overall utility and network security.

CORE stands out as one of the most Bitcoin-aligned blockchains by integrating Bitcoin’s security and economic incentives directly into its consensus mechanism.

With these milestones, Core is enhancing Bitcoin’s utility and scalability, while driving innovation in BTCfi.

Olivier Roussy Newton, CEO of DeFi Technologies commented, "This partnership is a pivotal moment for DeFi Technologies as we bring innovative Bitcoin Finance (BTCfi) solutions to traditional investors. BTCFi unlocks Bitcoin's usability and scalability by offering yield, lending, and new financial tools - all of which are key drivers to future growth. By leveraging CoreFi’s regulated and scalable approach, we are making it easier for institutional and retail participants to access Bitcoin yield opportunities. The US$20 million contribution from the Core Foundation reflects the strength of CoreFi’s vision and enhances its ability to deliver value. This collaboration positions us as leaders in the BTCfi space and also adds significant value for DeFi Technologies’ investors by expanding our portfolio of high-growth, revenue-generating assets."

Transaction Overview

The Transaction will be completed through a definitive agreement (the “Definitive Agreement”) that is to be negotiated by the parties, which will contain customary representations and warranties for similar transactions, and is expected to be structured as a three-corned amalgamation whereby a newly incorporated subsidiary of Orinswift will amalgamate with CoreFi, resulting in Orinswift acquiring all securities of CoreFi, and CoreFi securityholders becoming securityholders of Orinswift, as the resulting issuer following closing of the Transaction (the “Resulting Issuer”). The final structure for the Transaction is subject to satisfactory tax, corporate and securities law advice for each of Orinswift, CoreFi, and DeFi.

As part of the RTO, CoreFi is set to complete a concurrent financing initiative, aiming to raise US$20 million (the “Financing”). This capital will bolster CoreFi's technological capabilities and accelerate its growth strategy in the digital asset sector. The successful financing is integral to meeting the listing requirements and supporting the strategy and operations of the Resulting Issuer.

Strategic and Financial Benefits

The collaboration between