Mogo Announces Strategic Investment in Coinsquare, Canada’s Leading Digital Asset Trading Platform - Seite 2

Greg Feller, President of Mogo, added: “This major strategic transaction with Coinsquare gives us a significant stake in a highly valuable platform in one of the most exciting and fastest growing sectors of fintech. We believe there are significant opportunities to drive value for both Mogo and Coinsquare by bringing together Mogo’s leading digital wallet capabilities and Coinsquare’s leading digital trading platform.”

Jason Theofilos, Board Member of Coinsquare, commented: “We’re excited to deepen our relationship with Canada’s leading fintech company. By leveraging Mogo’s digital wallet capabilities and base of more than one million members, combined with our deep crypto trading capabilities, we see significant opportunities to accelerate the growth of both businesses.”

Terms of the Transaction

Under the terms of the Agreement, Mogo has the ability to acquire up to 40% of the common shares of Coinsquare as follows:

• Mogo will initially acquire 19.99% of the outstanding common shares of Coinsquare on a post-transaction basis (the “Initial Investment”) by way of treasury issuance and purchases of shares from current shareholders for total consideration of $56.4 million (the “Purchase Price”). Under the Agreement, Mogo has a right to satisfy the Purchase Price for the Initial Investment in a combination of cash and a minimum of 1,956,457 common shares of Mogo (“Mogo Shares”). Any additional Mogo Shares to be issued by Mogo in satisfaction of the Purchase Price will be issued at a 15% discount to the market price of the Mogo Shares as of the close of trading on February 10, 2021, subject to minimum pricing rules of the Toronto Stock Exchange (“TSX”).
• At the Initial Closing, Coinsquare will issue to Mogo a warrant to acquire up to an additional 10% of the outstanding common shares of Coinsquare on a post-transaction basis. The warrant will become exercisable upon satisfaction of certain conditions, and the exercise price payable for the Coinsquare common shares may be satisfied through a combination of cash and Mogo Shares.
• Mogo also has an option to acquire, and certain existing shareholders of Coinsquare have a right to require Mogo to purchase, an additional 10% of the outstanding common shares of Coinsquare within 13 months of the Initial Investment, subject to certain conditions.

Following closing of the Initial Investment, Mogo will be granted a right to appoint one nominee to the Coinsquare board of directors, which may be increased to two nominees under certain conditions. Coinsquare will have a right to appoint one nominee to the Mogo board of directors. As part of the Initial Investment, Mogo will enter into a unanimous shareholders agreement with all of the shareholders of Coinsquare, which will provide certain rights and restrictions customary for an investment of this nature.