Mogo Nominates Independent Candidate for Election to WonderFi’s Board of Directors – Supports KAOS Capital’s Call for a Fundamental Transformation of Board - Seite 2

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.