Mogo Announces US$54 Million Registered Direct Offering Priced At-the-Market - Seite 2

A final prospectus supplement and accompanying prospectus relating to the Offering of the common shares 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 of the common shares may be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3^rd Floor, New York, NY 10022, or by telephone: [phone] or by e-mail: [e-mail].

The Warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, along with the Warrant Shares, have not been registered under the Act, or applicable state securities laws. Accordingly, the Warrants and Warrant Shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. The Warrants may not be sold in Canada until four months and one day following their date of issuance (June 25, 2021 if the closing occurs on February 24, 2021). The Warrants Shares may also not be sold in Canada until four months and one day following their date of issuance (June 25, 2021 if the closing occurs on February 24, 2021) unless they are qualified for distribution in Canada under a prospectus.

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 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.

The Company also announced today that it has terminated the At the Market Offering Agreement (the “ATM Agreement”) dated December 31, 2020 between the Company, H.C. Wainwright & Co. LLC, as lead manager, and other managers. The termination of the ATM Agreement effectively ceases the US$50 million at-the-market offering (the “ATM Offering”) established by the Company under the prospectus supplement dated December 31, 2020. The Company sold a total of 1,524,759 common shares under the ATM Offering, for a total aggregate purchase price of US$14,867,402.04.