Mogo Files Early Warning Report

This news release is issued by Mogo Inc. (NASDAQ:MOGO) (TSX:MOGO) (“Mogo” or the “Company”) pursuant to the early warning requirements of Canada’s National Instrument 62-104 and National Instrument 62-103 with respect to common shares (“WonderFi Shares”) of WonderFi Technologies Inc. (“WonderFi”), a reporting issuer in each of the Provinces and Territories of Canada with a head office at 341-110 Cumberland St., Toronto, Ontario, M5V 3V5.

In connection with the plan of arrangement (the “Arrangement”) involving WonderFi and Coinsquare Ltd. (“Coinsquare”), which became effective on July 7, 2023, and which was part of the business combination involving WonderFi, Coinsquare and CoinSmart Financial Inc., Mogo, indirectly through its wholly owned-subsidiary Mogo Financial Inc., acquired, and currently holds, beneficial ownership, direction and control over 86,962,639 WonderFi Shares. Mogo acquired the WonderFi Shares as consideration for the acquisition by WonderFi of all of the common shares of Coinsquare under the Arrangement, including the common shares of Coinsquare held by Mogo.

The WonderFi Shares beneficially owned by Mogo represented approximately 13% of the WonderFi Shares issued and outstanding as of August 11, 2023 (as disclosed in WonderFi’s August 11, 2023 management’s discussion and analysis). Prior to completion of the Arrangement, Mogo owned 12,518,473 common shares of Coinsquare, all of which were acquired by WonderFi, but did not own any securities of WonderFi.

Mogo is holding the WonderFi Shares for investment purposes and may, depending on market and other conditions, and subject to certain agreements and commitments it made with WonderFi in connection with the Arrangement (as further described in the Report (as defined below)), increase or decrease its beneficial ownership, control or direction over WonderFi Shares or other securities of WonderFi through market transactions, private agreements, treasury issuances, exercise of options, convertible securities or otherwise. Subject to the agreements and commitments Mogo made with WonderFi in connection with the Arrangement (as further described in the Report), in the ordinary course of managing its investment in the WonderFi Shares, Mogo may continue to engage with the board and management of WonderFi from time to time on various matters, including but not limited to WonderFi’s business, strategy, board and management. WonderFi is listed on the Toronto Stock Exchange under the symbol “WNDR”.