Mogo Announces US$27.5 Million Registered Direct Offering
December 09 2021 - 8:00AM
Business Wire
Mogo Inc. (NASDAQ:MOGO) (TSX:MOGO) (“Mogo” or the
“Company”), a financial technology, digital payments and
crypto company, announced today that it has entered into definitive
agreements with certain institutional investors for the sale of an
aggregate of 6,111,112 common shares and warrants to purchase up to
an aggregate of 3,055,556 common shares (each whole warrant, a
“Warrant” and each common share and one-half of one Warrant,
a “Unit”), at a purchase price of US$4.50 per Unit, in a
registered direct offering (the “Offering”). The aggregate
gross proceeds to the Company are expected to be approximately
US$27.5 million, before deducting placement agent’s fees and
expenses of the Offering payable by the Company. The Offering is
expected to close on or about December 13, 2021, subject to
satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the Offering.
Each Warrant will entitle its holder to acquire one common share
of the Company (each, a “Warrant Share”) at an exercise
price of US$4.70 per share, will be exercisable six months
following issuance, and has a term of 36 months following the
initial exercise date.
The Company intends to use the net proceeds from the Offering
for working capital purposes and for potential future acquisitions
of or investments in synergistic or strategic businesses, including
(but not limited to) the exercise of warrants currently held by
Mogo and the acquisition of and/or investments in businesses in the
cryptocurrency space.
The common shares, Warrants and the Warrant Shares are being
offered pursuant to a “shelf” registration statement on Form F-10
(File No. 333-254791) previously filed with the Securities and
Exchange Commission (the “SEC”) on March 26, 2021 and
declared effective by the SEC on April 15, 2021. The Offering is
being made only by means of a prospectus, including a prospectus
supplement, forming a part of the effective registration statement.
A prospectus supplement to the Company’s base shelf prospectus
dated April 15, 2021 will also be filed with the provincial
securities regulatory authority in British Columbia. Mogo will
offer and sell the Units in the United States only. No securities
will be offered or sold to Canadian purchasers.
A final prospectus supplement and accompanying prospectus
relating to the Offering will be filed with the SEC and will be
available for free on the SEC’s website at www.sec.gov and will
also be available on the Company’s profile on the SEDAR website at
www.sedar.com. Electronic copies of the final prospectus supplement
and the accompanying prospectus relating to the Offering may be
obtained, when available, by contacting H.C. Wainwright & Co.,
LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, or by
telephone: (212) 856-5711 or by e-mail: placements@hcwco.com.
Closing of the Offering will be subject to satisfaction of
customary closing conditions, including listing of the common
shares and the Warrant Shares on the Toronto Stock Exchange (the
“TSX”) and the Nasdaq Capital Market (“Nasdaq”) and
any required approvals of each exchange. For the purposes of the
TSX approval, the Company intends to rely on the exemption set
forth in Section 602.1 of the TSX Company Manual, which provides
that the TSX will not apply its standards to certain transactions
involving eligible interlisted issuers on a recognized exchange,
such as the Nasdaq.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
About Mogo Inc.
Mogo is empowering its close to 1.8 million members with simple
digital solutions to improve their finances. Through the free Mogo
app, consumers can access a digital spending account with Mogo
Visa* Platinum Prepaid Card, the only card of its kind in Canada.
The MogoCard makes it easy to enjoy spending control while doing
good for the planet by planting a tree for every purchase. The Mogo
app also enables you to easily buy and sell bitcoin, get free
monthly credit score monitoring and ID fraud protection, and access
personal loans. Mogo’s wholly-owned subsidiary, Carta Worldwide,
also offers a digital payments platform that powers the
next-generation card programs from innovative fintech companies in
Europe, North America and APAC, while Mogo’s wholly-owned
subsidiary Moka is bringing automated, fully-managed flat-fee
investing to Canadians from coast to coast to coast. To learn more,
please visit mogo.ca or download the mobile app (iOS or
Android).
Forward-Looking Statements
This news release may contain “forward-looking statements”
within the meaning of applicable securities legislation, including
statements regarding completion of the Offering, listing of common
shares and Warrant Shares being offered on the TSX and Nasdaq, and
the expected timing of closing of the Offering. Forward-looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by management at the
time of preparation, are inherently subject to significant
business, economic and competitive uncertainties and contingencies,
and may prove to be incorrect. Forward-looking statements involve
known and unknown risks, uncertainties and other factors that may
cause actual financial results, performance or achievements to be
materially different from the estimated future results, performance
or achievements expressed or implied by those forward-looking
statements and the forward-looking statements are not guarantees of
future performance. Mogo’s growth, its ability to expand into new
products and markets and its expectations for its future financial
performance are subject to a number of conditions, many of which
are outside of Mogo’s control. For a description of the risks
associated with Mogo’s business please refer to the “Risk Factors”
section of Mogo’s current annual information form, which is
available at www.sedar.com and www.sec.gov. Except as required by
law, Mogo disclaims any obligation to update or revise any
forward-looking statements, whether as a result of new information,
events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20211209005566/en/
Craig Armitage Investor Relations craiga@mogo.ca (416)
347-8954
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