Mr. Craig Armitage of Mogo reports
MOGO FILES EARLY WARNING REPORT
This news release has been issued by Mogo Inc. pursuant to the early warning requirements of Canada's National Instrument 62-104 and National Instrument 62-103 with respect to common shares of Wonderfi Technologies Inc.
In connection with the plan of arrangement involving Wonderfi and Coinsquare Ltd., which became effective on July 7, 2023, and which was part of the business combination involving Wonderfi, Coinsquare and CoinSmart Financial Inc., Mogo, indirectly through its wholly owned subsidiary Mogo Financial Inc., acquired, and currently holds, beneficial ownership, direction and control over 86,962,639 Wonderfi shares. Mogo acquired the Wonderfi shares as consideration for the acquisition by Wonderfi of all of the common shares of Coinsquare under the arrangement, including the common shares of Coinsquare held by Mogo.
The Wonderfi shares beneficially owned by Mogo represented approximately 13 per cent of the Wonderfi shares issued and outstanding as of Aug. 11, 2023 (as disclosed in Wonderfi's Aug. 11, 2023, management's discussion and analysis). Prior to completion of the arrangement, Mogo owned 12,518,473 common shares of Coinsquare, all of which were acquired by Wonderfi, but did not own any securities of Wonderfi.
Mogo is holding the Wonderfi shares for investment purposes, and may, depending on market and other conditions, and subject to certain agreements and commitments it made with Wonderfi in connection with the arrangement (as further described in the report (as defined below)), increase or decrease its beneficial ownership, control or direction over Wonderfi shares or other securities of Wonderfi through market transactions, private agreements, treasury issuances, exercise of options, convertible securities or otherwise. Subject to the agreements and commitments Mogo made with Wonderfi in connection with the arrangement (as further described in the report), in the ordinary course of managing its investment in the Wonderfi shares, Mogo may continue to engage with the board and management of Wonderfi from time to time on various matters, including, but not limited to, Wonderfi's business, strategy, board and management.
An early warning report disclosing the arrangement in respect of Mogo will be filed on Wonderfi's SEDAR+ profile.
About Mogo Inc.
Mogo, one of Canada's leading digital finance companies, is empowering its members with simple digital solutions to help them build wealth and achieve financial freedom. Mogo's trade app, MogoTrade, offers commission-free stock trading that helps users make a positive impact with every investment and, together with Moka, Mogo's wholly owned subsidiary, bring automated, fully managed flat-fee investing to Canadians, and forms the heart of Mogo's digital wealth platform. Mogo also offers digital loans and mortgages. Through Mogo's wholly owned subsidiary, Carta Worldwide, it also offers a digital payment platform that powers the next-generation card programs from innovative fintech companies in Europe and Canada.
We seek Safe Harbor.
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