Mr. Henry Kneis of Difference reports

DIFFERENCE CAPITAL ANNOUNCES INVESTMENT IN MOGO

Difference Capital Financial Inc., in connection with a financing announced by Mogo Finance Technology Inc. on June 6, 2017, has acquired ownership and control over a senior secured convertible debenture in a principal aggregate amount of $4-million issued by Mogo. The debenture matures on May 31, 2020, and bears interest at a rate of 10 per cent per annum, payable semi-annually on May 31 and Nov. 30 of each year. The debentures are conditionally listed for trading on the Toronto Stock Exchange under the symbol MOGO.DB, subject to Mogo fulfilling all of the listing requirements of the TSX on or before Aug. 4, 2017.

Each debenture will be convertible into common shares in the capital of Mogo, at the option of the holder, at any time prior to the earlier of the close of business on the business day immediately preceding: (i) the maturity date; or (ii) if such debenture has been called for prepayment or early conversion or is subject to repurchase pursuant to a change of control, the date specified for prepayment, early conversion or repurchase, as applicable, of the debentures, at a price per Mogo share equal to $5.00, being a conversion rate of 200 Mogo shares per $1,000 principal amount of debentures.

Assuming the conversion in full of the principal amount of the debenture at the conversion price, DCF would acquire ownership and control over a maximum of 800,000 Mogo shares, representing approximately 4.2 per cent of the outstanding Mogo shares, calculated on a partially diluted basis assuming the full conversion of the principal amount of the debenture only.

DCF currently has ownership or control over 921,443 Mogo shares. Assuming the conversion in full of the principal amount of the debenture at the conversion price, DCF would acquire ownership and control over a maximum of 1,721,443 Mogo shares. These combined holdings would represent approximately 9.0 per cent of the outstanding Mogo shares, calculated on a partially diluted basis assuming the full conversion of the principal amount of the debenture only.

DCF is an affiliate of Michael Wekerle, chairman of DCF, who holds a significant stake in Mogo personally. Mr. Wekerle has reported his total beneficial ownership and control or direction over securities of Mogo including securities held by the company as joint actor pursuant to an "early warning" press release dated June 8, 2017, of 25.0 per cent, assuming the full conversion of the principal amount of the debentures. Because of his current significant shareholdings in Mogo, Mr. Wekerle is restricted from converting any debentures he and his associates and affiliates, including DCF, hold until Mogo obtains disinterested shareholder approval in respect thereof. Mogo has announced that it plans to seek such shareholder approval at a special meeting of shareholders to be held in the third quarter of this year. Tom Liston, managing partner of DCF, currently sits on the board of directors of Mogo.

About Difference Capital Financial Inc.

Difference Capital Financial invests in and advises growth companies. The company leverages its capital market expertise to help unlock the value in technology, media and health care companies as they approach important milestones in their business life cycle.

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