Mogo Congratulates WonderFi and KAOS Capital on Cooperation Agreement and Expresses Support for Shareholder-Friendly Decision to Nominate Three New Directors

Mogo Inc. (NASDAQ:MOGO) (TSX:MOGO) (“Mogo” or the “Company”), today expressed its support for the full slate of nine directors to stand for election at the 2024 annual meeting of WonderFi Technologies Inc. (TSX:WNDR) (OTCQB: WONDF) (“WonderFi”), including the three new nominees. The Company also expressed its support for the cooperation agreement between WonderFi and KAOS Capital Ltd. (“KAOS”) (the “Agreement”).

“I would like to express our support for the nine directors standing for election at WonderFi’s upcoming AGM and welcome the new director nominees to the to-be reconstituted board,” said David Feller, Founder & CEO of Mogo. “We view the cooperation agreement between WonderFi and KAOS as an important, shareholder-friendly step that will enable WonderFi to begin to fully realize the growth potential of its position as the only fully-regulated crypto exchange in the Canadian market.”

In connection with the Agreement, Mogo entered into an expanded mutual standstill with WonderFi. Additionally, all parties to the WonderFi investor rights agreements, including Mogo (collectively, the “IRA Holders”), have consented to a multi-year voting support agreement whereby the IRA Holders have agreed to modified board nomination rights, to vote with management on certain key issues, as well as to keep the WonderFi board at nine members through the 2026 annual general meeting. Mogo will maintain its one seat on WonderFi’s board.

Mogo has also agreed to sell up to 20 million of its approximately 87 million WonderFi shares over time and subject to certain terms and conditions. Mogo also granted KAOS a right of first refusal over up to 20 million WonderFi shares that Mogo may sell before the WonderFi 2026 annual general meeting, which applies to the same 20 million shares Mogo agreed to dispose of with WonderFi.

Mr. Feller commented, “Our decision to begin strategically selling a portion of our holdings is not a step back in our support; rather, it represents a substantial monetization opportunity for Mogo while enabling WonderFi to potentially add new shareholders that can support its next phase of growth. Our commitment to the potential of WonderFi’s platform is unwavering and we very much look forward to working with the new WonderFi board to create significant value for shareholders.”