This press release is issued pursuant to National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report dated the date hereof.
TORONTO, May 23, 2018 (GLOBE NEWSWIRE) — Michael Wekerle (“Wekerle”) filed an early warning report today in connection with the acquisition by Difference Capital Financial Inc. (“DCF”), which is an associate of Wekerle, of 250,000 common shares (the “Shares”) in the capital of Mogo Finance Technology Inc. (“Mogo”) through the facilities of the Toronto Stock Exchange at a price of $3.20 per share (the “Transaction”). Wekerle relied upon the private agreement exemption contained in Section 4.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids to make this purchase.
Prior to the acquisition of the Shares, Wekerle held an aggregate of 2,520,754 Shares directly and DCF held 1,024,751 Shares. Wekerle also held an aggregate $2,000,000 principal amount of 10% senior secured convertible debentures of Mogo (the “Debentures”) and DCF held $3,641,000 principal amount of Debentures. Each Debenture is convertible into Shares at a price per Share equal to $5.00. Assuming the conversion of all of the Debentures held by Wekerle and DCF, the two parties collectively had control or direction of an aggregate of 4,673,705 Shares, representing 19.99% of the issued and outstanding Shares. Following the acquisition of the Shares and assuming the conversion of all of the Debentures held by Wekerle and DCF, the two parties collectively have control or direction of an aggregate of 4,923,705 Shares, representing 21.06% of the issued and outstanding Shares.
The Shares were purchased by DCF for investment purposes. Wekerle expects to evaluate on an ongoing basis Mogo’s financial condition, results of operations, business and prospects, the market price of the Shares, conditions in securities markets generally and in the market for shares of companies like Mogo, general economic and industry conditions and other factors that Wekerle deems relevant to his investment decisions. Based on such evaluations, Wekerle may at any time or from time to time determine to acquire additional Shares, or securities convertible into or exchangeable for Shares or derivatives relating to Shares, or to dispose of Shares or securities convertible into or exchangeable for Shares or derivatives relating to Shares that Wekerle owns or may hereafter acquire, through open market or privately negotiated transactions or otherwise, at such prices and on such terms as he deems advisable. Wekerle intends to monitor his investment in Shares. Wekerle and his representatives and advisers may communicate with other shareholders, industry participants and other interested parties concerning Mogo. In addition, based on Wekerle’s continuing evaluation of the foregoing factors, Wekerle reserves the right to change his plans and intentions at any time or from time to time, as he deems appropriate.
The above-referenced early warning report relating to this press release has been filed on System for Electronic Document Analysis and Review (SEDAR) at www.sedar.com under Mogo’s issuer profile. For further information or to obtain a copy of the early warning report please contact Kelly Pullen at 647-985-5798.