Mr. David Feller reports

MOGO COMPLETES STRATEGIC INVESTMENT IN CRYPTO PLATFORM, COINSQUARE

Mogo Inc. has closed its previously announced strategic investment in Coinsquare Ltd., Canada's leading digital asset trading platform, pursuant to which Mogo has acquired a 19.99-per-cent ownership interest in Coinsquare for total aggregate consideration consisting of a cash payment of $27.4-million and the issuance of 2,807,577 common shares of Mogo to Coinsquare and certain selling shareholders of Coinsquare. The investment also includes rights for Mogo to increase its ownership up to 43 per cent at a fixed price, through purchases of shares from current shareholders and the exercise of warrants under certain conditions. Mogo's strategic investment builds on a multiyear relationship between the two companies. Coinsquare acts as the trading platform for MogoCrypto, a service Mogo launched in 2018 to allow its members an easy and convenient way to buy and sell bitcoin.

Since its founding in 2014, Coinsquare has grown to become the leading digital asset trading platform in Canada. Coinsquare has experienced record first quarter results as the popularity of digital assets continues to reach new highs. As of Q1 2021, assets on platform were up 700 per cent year over year to over $630-million and revenue increased approximately 500 per cent year over year, from $3.15-million to an estimated $19.0-million in Q1 2021 (1).

"With the global crypto market cap now at over $2-trillion, doubling in just a few months, it's clear that crypto is not only the fastest-growing asset class but an increasingly important one that investors want access to. Coinsquare has built a premier crypto platform and a leading market position in Canada," said David Feller, chief executive officer of Mogo. "By deepening our relationship with Coinsquare and leveraging their crypto capabilities alongside Mogo's broader digital wallet capabilities including our recently announced transaction with Moka, we believe Mogo is extremely well positioned to provide Canadians with a leading next-gen wealth offering."

Mr. Feller continued: "We believe the leading wealth platforms in Canada five to 10 years from now will be modern, digital-first platforms that offer a significantly enhanced value proposition, both in terms of product offering, but most importantly in terms of a modern user experience that helps consumers build wealth and achieve their financial goals more efficiently and effectively than ever. This strategic investment in Coinsquare is just one more step toward our goal of building Canada's leading next-gen wealth offering."

Mr. Feller added: "In addition to giving Mogo shareholders a significant stake in a highly strategic and valuable platform in the Canadian fintech ecosystem, along with rights to significantly increase our ownership stake going forward, the Coinsquare investment provides additional leverage to one of the most exciting and fastest-growing sectors in fintech."

Jason Theofilos, board member of Coinsquare, commented: "We're excited to deepen our relationship with Canada's leading fintech company. By leveraging Mogo's digital wallet capabilities and base of more than one million members, combined with our deep crypto trading capabilities, we see significant opportunities to accelerate the growth of both businesses."

Coinsquare continues to actively work with the Canadian regulators to achieve IIROC (Investment Industry Regulatory Organization of Canada) membership and regulated marketplace status. On March 29, 2021, the joint CSA/IIROC staff notice 21-329 -- Guidance for Crypto-Asset Trading Platforms: Compliance with Regulatory Requirements was released which envisages crypto asset platforms becoming fully regulated. Coinsquare's subsidiary, Coinsquare Capital Markets Ltd., filed its application to operate as a marketplace and dealer in November of 2020.

Pursuant to the terms of the previously announced investment, Mogo has acquired 19.99 per cent of the outstanding common shares of Coinsquare on a posttransaction basis by way of treasury issuance from Coinsquare and purchases of Coinsquare shares from the vendors. As part of the transaction, Mogo also has a 12-month call option to acquire from the vendors an additional 10 per cent of the outstanding Coinsquare shares at a fixed price, along with an 18-month warrant which would increase its total ownership interest to over 40 per cent in the event that both the option and warrant are fully exercised. Separately, the vendors have a put right for 10 per cent of the outstanding Coinsquare shares that may be exercised under certain conditions within six to 13 months of today's closing. The put right will be void if Mogo exercises the call option and vice versa. One-half of the Mogo shares issued as consideration to Coinsquare and the vendors are subject to a 30-day contractual escrow period from today's date.

Mogo also announced today the filing of a final short-form base shelf prospectus with the securities commissions in each of the provinces of Canada, except Quebec, and a corresponding shelf registration statement on Form F-10 with the U.S. Securities and Exchange Commission under the U.S./Canada Multijurisdictional Disclosure System with an effective date of April 15, 2021. The prospectus has been filed further to the preliminary short-form base shelf prospectus, which was previously announced on March 26, 2021.

The prospectus enables Mogo to make offerings of common shares, preferred shares, debt securities, warrants to purchase common shares, preferred shares or debt securities, or any combination thereof of up to an aggregate offering price of $500-million (U.S.) at any time during the 25-month period that the prospectus remains effective. Copies of the prospectus and the registration statement are available at SEDAR and EDGAR, respectively.

The Mogo shares issued to Coinsquare and the vendors were qualified by the company's prospectus supplement dated April 15, 2021, to the prospectus.

If any securities are offered under the prospectus and the registration statement, the terms of any such securities and the intended use of the net proceeds resulting from such offering would be established at the time of any offering, and would be described in a prospectus supplement filed with the applicable Canadian securities commissions and with the SEC at the time of such an offering.

(1) This information is based on information available to the company as of the date of this release and is subject to the completion of Coinsquare's quarterly financial closing procedures and annual audit by Coinsquare's independent registered public accounting firm.

About Mogo

Mogo is empowering its more than one million members with simple digital solutions to help them get in control of their financial health. Through the Mogo app, consumers can access a digital spending account with Mogo Visa Platinum Prepaid Card featuring automatic carbon offsetting, easily buy and sell bitcoin, and get free monthly credit score monitoring, identification fraud protection and personal loans. Mogo's wholly owned payments platform, Carta Worldwide, also offers a digital payments platform that powers the next-generation card programs from innovative fintech companies in Europe, North America and Asia Pacific.

We seek Safe Harbor.