Mogo Announces US$54 Million Registered Direct Offering Priced At-the-Market
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 5,346,536 common shares at a purchase price of US$10.10 per common share in a registered direct offering (the "Offering") priced at-the-market under the Nasdaq Capital Market (the "Nasdaq") rules. The aggregate gross proceeds to the Company are expected to be approximately US$54 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 February 24, 2021, subject to satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the Offering.
Additionally, Mogo has agreed to issue to the investors unregistered warrants to purchase up to an aggregate of 2,673,268 common shares (each whole warrant, a “Warrant”) in a concurrent private placement. Each Warrant will entitle its holder to acquire one common share of the Company (each, a "Warrant Share") at an exercise price of US$11.00 per share at any time prior to the date which is three and one half years following the date of issuance.
A portion of the net proceeds from the Offering will be used to fund the cash component of the initial purchase price of the previously announced investment in Coinsquare Ltd., with the remaining net proceeds to be used for general corporate and working capital purposes.
The common shares (but not the Warrants or the Warrant Shares) are being offered pursuant to a “shelf” registration statement on Form F-10 (File No. 333-234582) previously filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2019, subsequently amended and declared effective by the SEC on December 5, 2019. The offering of the common shares 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 December 5, 2019 will also be filed with the provincial securities regulatory authority in British Columbia. The Warrants will be issued pursuant to a private placement transaction to be completed concurrent with the issue of the common shares. Mogo will offer and sell the common shares and Warrants in the United States only. No securities will be offered or sold to Canadian purchasers.