Mogo Portfolio Company WonderFi Announces Definitive Agreement to be Acquired by Robinhood Markets

Mogo Inc. (NASDAQ:MOGO) (TSX:MOGO) (“Mogo” or the “Company”), a digital wealth and payments business, today announced that its portfolio company, WonderFi Technologies Inc. (TSX:WNDR) (“WonderFi”), has entered into a definitive agreement (the "Arrangement Agreement") with Robinhood Markets, Inc. (NASDAQ: HOOD) ("Robinhood") and a wholly owned subsidiary of Robinhood ("Purchaser"). Pursuant to the Arrangement Agreement, the Purchaser will acquire all of the issued and outstanding common shares of WonderFi ("Common Shares") for C$0.36 per Common Share by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").

The all-cash purchase price represents a total equity value of approximately C$250 million on a fully diluted, in-the-money basis, a premium of approximately 41% to the closing price of the Common Shares on the Toronto Stock Exchange (the "TSX") on May 12, 2025, the last trading day prior to the announcement of the Arrangement, and a premium of approximately 71% to the 30-day volume-weighted average trading price ("VWAP") of the Common Shares as at that date.

“This is a defining moment for WonderFi, and we acknowledge the team’s remarkable progress,” said Greg Feller, Mogo’s President & Chief Financial Officer. “We stand behind this transaction, as it delivers immediate liquidity and solidifies value at a compelling premium for shareholders. Mogo was instrumental in shaping the present-day WonderFi. In July 2023, we orchestrated the merger of Coinsquare, in which we held a 34% stake, with WonderFi—bringing together two of Canada’s most influential crypto trading platforms. That strategic move set the stage for the milestone we see today.”

Mogo is WonderFi’s largest shareholder, holding approximately 82 million common shares. Full details of the agreement can be found in the WonderFi press release.

As part of the Arrangement, Mogo and certain other shareholders as well as the directors and certain officers of WonderFi, collectively holding approximately 28% of the issued and outstanding Common Shares, entered into voting support agreements pursuant to which they have agreed to vote their shares in favour of the Arrangement, subject to certain conditions.

The Transaction is expected to close in the second half of 2025, subject to the receipt of the required approvals from WonderFi’s shareholders at a shareholder meeting of WonderFi, certain regulatory approvals, as well as the satisfaction of other customary closing conditions for a transaction of this nature.