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Mogo Finance Technology Inc
Symbol MOGO
Shares Issued 23,671,637
Close 2019-06-18 C$ 4.85
Recent Sedar Documents

Difference shareholders OK name change to Mogo

2019-06-18 20:25 ET - News Release

See News Release (C-DCF) Difference Capital Financial Inc (2)

Mr. Henry Kneis of Difference Capital reports

DIFFERENCE CAPITAL ANNOUNCES RESULTS OF ITS ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

All resolutions put forward at the annual and special meeting of shareholders of Difference Capital Financial Inc. held on June 18, 2019, as described in the company's management information circular dated May 13, 2019, were approved. Among other things, Shareholders approved certain matters to be completed by DCF in connection with the business combination of DCF and Mogo Finance Technology Inc. pursuant to a plan of arrangement (the "Arrangement") under section 288 of the Business Corporations Act (British Columbia). Details of the Arrangement are set out in the press release of the Company dated April 15, 2019 and the Circular, which are available under the Company's profile on SEDAR at www.sedar.com.

At the Meeting, (i) an ordinary resolution to approve the issuance of up to 28,416,488 common shares of the Company in accordance with the terms of the Arrangement was approved by 99% of the votes cast by Shareholders (and 97.62% of the votes cast by Shareholders, excluding the Shareholders who are "related parties" of Mogo in accordance with Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions); (ii) a special resolution authorizing the continuance of DCF prior to or concurrently with the completion of the Arrangement, from the Canada Business Corporations Act to the Business Corporations Act (British Columbia) (the "Continuance"), was approved by 98.96% of the votes cast by Shareholders; (iii) a special resolution to amend the Company's articles to change the name of the Company to "Mogo Inc.", or to such other name as is acceptable to the Company and the Toronto Stock Exchange, conditional upon and effective as of the completion of the Continuance, was approved by 99% of the votes cast by Shareholders; (iv) an ordinary resolution to re-appoint MNP LLP, Chartered Accountants, as auditors of the Company at a remuneration to be fixed by the directors was approved by 99.96% of the votes cast by Shareholders; and (v) an ordinary resolution to approve and re-confirm the Company's current stock option plan and the unallocated options to purchase common shares of the Company thereunder was approved by 98.96% of the votes cast by Shareholders.

Also at the Meeting, Shareholders elected those nominees listed in the Circular, being Corey Delaney, Wayne Gudbranson, Kees Van Winters and Michael Wekerle, as directors of the Company to hold office effective until the earlier of the completion date of the Arrangement, or the close of the next annual meeting of Shareholders. Detailed results of the vote for the election of directors held at the Meeting are set out below.

Nominee     # Votes For% Votes For# Votes  Withheld% Votes Withheld

Corey Delaney    4,679,729   99.04%        45,240           0.96%      
Wayne Gudbranson 4,679,729   99.04%        45,240           0.96%      
Kees Van Winters 4,462,329   94.44%        262,640          5.56%      
Michael Wekerle  4,679,669   99.04%        45,300           0.96%      

Shareholders also elected those nominees listed in the Circular, being Michael Wekerle, Kees Van Winters, David Feller, Gregory Feller and Minhas Mohamed, as directors of the Company to take office in place of all directors of the Company, conditional upon and effective as of the completion date of the Arrangement and each to hold office until the close of the next annual meeting of Shareholders or until his successor is duly elected or appointed. Detailed results of the vote for the conditional election of such directors at the Meeting are set out below.

Nominee     # Votes For% Votes For# Votes  Withheld% Votes Withheld

Michael Wekerle  4,663,170   98.69%        61,799           1.31%      
Kees Van Winters 4,460,249   94.40%        264,720          5.60%      
David Feller     4,663,170   98.69%        61,799           1.31%      
Gregory Feller   4,663,170   98.69%        61,799           1.31%      
Minhas Mohamed   4,679,649   99.04%        45,320           0.96%      

A total of 4,725,292 common shares of the Company were voted at the Meeting, representing approximately 82.53% of the issued and outstanding common shares of the Company. The results of each of the matters considered at the Meeting are reported in the Report of Voting Results as filed by the Company on SEDAR at www.sedar.com.

Completion of the Arrangement remains conditional upon approval of the Supreme Court of British Columbia (the "Court") and certain other customary closing conditions. The application for the final order from the Court is scheduled to be heard on June 19, 2019. Assuming that all conditions to closing of the Arrangement are satisfied or waived, the Arrangement is expected to be completed on or about June 21, 2019.

About Difference Capital

DCF invests in and advises growth companies. We leverage our capital market expertise to help unlock value in technology, media and healthcare companies as they approach important milestones in their business lifecycle.

About Mogo Mogo (TSX: MOGO; NASDAQ: MOGO) -- a financial technology company -- is a financial health app that empowers consumers with simple solutions to help them manage and control their finances. Users can sign up for a free MogoAccount in only three minutes and get access to six products including free credit score monitoring, identity fraud protection, digital spending account with Platinum Prepaid Visa Card, digital mortgage experience, the MogoCrypto account, the first product within MogoWealth, which enables the buying and selling of bitcoin, and access to smart consumer credit products through MogoMoney.

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