Mogo Nominates Independent Candidate for Election to WonderFi’s Board of Directors – Supports KAOS Capital’s Call for a Fundamental Transformation of Board
27 Mars 2024 - 1:31PM
Business Wire
Mogo Inc. (NASDAQ:MOGO) (TSX:MOGO) (“Mogo” or the “Company”),
today announced that, pursuant to its investor rights agreement
("IRA") with WonderFi Technologies Inc. ("WonderFi") and the
Company's right thereunder to nominate one director (the “Mogo
Director Nominee”) for election to the Board of Directors of
WonderFi (the "Board"), it has nominated experienced technology and
financial executive, Christoper Payne, for election to the Board at
WonderFi's upcoming 2024 Annual General Meeting of Shareholders
(the “2024 Meeting”). Mogo is WonderFi’s largest shareholder,
holding approximately 87 million common shares (~13% ownership
interest) of WonderFi (the “WonderFi Shares”). Mogo also announced
that it has entered into a voting agreement with KAOS Capital Ltd.
(“KAOS Capital”) supporting a slate of new directors at WonderFi.
KAOS’ press release from this morning may be found at the following
link:
https://www.businesswire.com/news/home/20240327940114/en/Activist-Adam-Arviv-Announces-Intent-to-Nominate-New-Slate-of-Directors-to-the-Board-of-WonderFi
“Chris will bring a proven track record of value creation and
important sector and market-level expertise to the WonderFi board
at a critical time in the company’s development,” said Greg Feller,
President & Co-Founder of Mogo. “Chris’s time in Silicon Valley
in the electronic payments space as a co-founder with Elon Musk of
online bank X.com, and as an investor in, and advisor to mid-market
growth technology companies, will be a valuable resource to
WonderFi as it seeks to leverage its current market position into
sustainable, profitable growth.”
Mr. Feller added, “Earlier today, we also entered into a voting
agreement with KAOS Capital, expressing support for their call for
a fundamental transformation of the WonderFi board. Over the past
several months we have tried to constructively engage the WonderFi
board on a number of important topics, including senior additions
to the management team to assist with strategy and investor
relations. Mogo has invested over $100 million to build its current
position in WonderFi, and the goal of our recommendations was to
help WonderFi capitalize on its position as the only fully
regulated crypto exchange in Canada. Unfortunately, WonderFi has
refused to engage on these items which we view as critical to the
company’s success. We feel that new perspectives and experience are
urgently required at the WonderFi board level to realize the full
value of the WonderFi business for all shareholders.”
In addition to Mogo agreeing to support the five individuals
(the "Director Nominees") to be put forth by KAOS Capital for
election to the Board at the 2024 Meeting, under the voting
agreement between KAOS Capital and Mogo (the “Voting Agreement”),
KAOS Capital has agreed to a standstill in respect of purchasing
additional securities of WonderFi to ensure that Mogo’s
obligations, and those of its joint actors, with respect to the
standstill provisions under the IRA are complied with, ensuring
that Mogo’s history of full compliance with its obligations under
the IRA to-date continues through to the 2024 Meeting.
Christopher Payne
Christopher Payne has deep experience in M&A and private
equity with a strong focus on the technology sector. He is the
Managing Partner and Founder of Hawthorn Equity Partners, a leading
middle market private equity firm launched in 2005. Previously, Mr.
Payne was a Managing Director within the Merchant Banking Group of
CIBC. Prior to CIBC, he was an entrepreneur and investor in Silicon
Valley. Mr. Payne co-founded X.com with Elon Musk and other
partners in 1999. X.com ultimately merged with another entity to
became PayPal. Mr. Payne also worked at BMO Nesbitt Burns in
M&A and later helped start BMO Nesbitt Burns Equity Partners, a
North American mid-market focused merchant bank. He holds an
Honour’s Bachelor’s Degree in Commerce from Queen’s University and
an MBA from The Wharton School.
Early Warning Report and Voting Agreement
On March 27, 2024, Mogo and KAOS Capital entered into the Voting
Agreement. As a result of entering into the Voting Agreement, Mogo
and KAOS Capital may be deemed joint actors for purposes of
National Instrument 62-104 - Take-Over Bids and Issuer Bids (“NI
62-104”). In accordance with the requirements of NI 62-104, Mogo
will file an early warning report under WonderFi’s SEDAR+ profile
as a result of a change in material fact contained in its most
recently filed early warning report dated August 25, 2023. The
early warning report is not being filed pursuant to any acquisition
or disposition of securities of WonderFi.
Pursuant to the terms of the Voting Agreement, among other
things, Mogo and KAOS Capital have agreed to vote in favour of the
Director Nominees and the Mogo Director Nominee. The purpose of the
Voting Agreement is to effect certain changes to the composition of
the Board which may also result in certain changes to management of
WonderFi following the 2024 Meeting, should the Director Nominees
and the Mogo Director Nominee be elected to the Board. Immediately
before the execution of the Voting Agreement, Mogo had beneficial
ownership of, indirectly through Mogo Financial Inc. (a wholly
owned subsidiary), and exercised control and direction over,
86,962,639 WonderFi Shares, representing approximately 13.36% of
the issued and outstanding WonderFi Shares as at September 30, 2023
(as disclosed in WonderFi’s interim financial statements for the
three-month period ended September 30, 2023) . Mogo’s ownership and
control of WonderFi Shares remained unchanged following the
entering into and announcement of the Voting Agreement.
Immediately before the execution of the Voting Agreement, KAOS
had beneficial ownership of, and exercised control and direction
over, 6,175,000 WonderFi Shares, representing approximately 0.95%
of the issued and outstanding WonderFi Shares.
A copy of the early warning report relating to the foregoing
will be available under WonderFi’s profile on SEDAR+ at
www.sedarplus.com, and may also be obtained by contacting Mogo at
+1 604-659-4380. Mogo’s address is 516-409 Granville St, Vancouver,
BC, V6C 1T2.
About Mogo
Mogo Inc. (NASDAQ:MOGO; TSX:MOGO) is a digital wealth and
payments company headquartered in Vancouver, Canada with more than
2 million members, $9.9B in annual payments volume and a ~13%
equity stake in Canada’s leading Crypto Exchange WonderFi
(TSX:WNDR). Mogo offers simple digital solutions to help its
members dramatically improve their path to wealth-creation and
financial freedom. MOGO offers commission-free stock trading that
helps users thoughtfully invest based on a Warren Buffett approach
to long-term investing – while also making a positive impact with
every investment. Moka offers Canadians a real alternative to
mutual funds and wealth managers that overcharge and underperform
with a fully managed investing solution based on the proven
outperformance of an S&P 500 strategy, and at a fraction of the
cost. Through its wholly owned digital payments subsidiary, Carta
Worldwide, Mogo also offers a low-cost payments platform that
powers next-generation card programs for companies across Europe
and Canada. The Company, which was founded in 2003, has
approximately 200 employees across its offices in Vancouver,
Toronto, London & Casablanca.
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version on businesswire.com: https://www.businesswire.com/news/home/20240327965293/en/
Investor Contact: Craig Armitage Investor Relations
investors@mogo.ca Media Contact: Kieran Lawler LodeRock
Advisors kieran.lawler@loderockadvisors.com 416-303-0799
Mogo (NASDAQ:MOGO)
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