Difference Capital Financial Inc. (“
DCF” or the
“
Company”) (TSX: DCF) is pleased to announce that
all resolutions put forward at the annual and special meeting (the
“
Meeting”) of shareholders of the Company (the
“
Shareholders”) held on June 18, 2019, as
described in the Company’s management information circular dated
May 13, 2019 (the “
Circular”), were
approved. Among other things, Shareholders approved certain
matters to be completed by DCF in connection with the business
combination of DCF and Mogo Finance Technology Inc.
(“
Mogo”) pursuant to a plan of arrangement (the
“
Arrangement”) under section 288 of the Business
Corporations Act (British Columbia). Details of the
Arrangement are set out in the press release of the Company dated
April 15, 2019 and the Circular, which are available under the
Company’s profile on SEDAR at www.sedar.com.
At the Meeting, (i) an ordinary resolution to
approve the issuance of up to 28,416,488 common shares of the
Company in accordance with the terms of the Arrangement was
approved by 99% of the votes cast by Shareholders (and 97.62% of
the votes cast by Shareholders, excluding the Shareholders who are
“related parties” of Mogo in accordance with Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions); (ii) a special resolution authorizing the
continuance of DCF prior to or concurrently with the completion of
the Arrangement, from the Canada Business Corporations Act to the
Business Corporations Act (British Columbia) (the
“Continuance”), was approved by 98.96% of the
votes cast by Shareholders; (iii) a special resolution to amend the
Company’s articles to change the name of the Company to “Mogo
Inc.”, or to such other name as is acceptable to the Company and
the Toronto Stock Exchange, conditional upon and effective as of
the completion of the Continuance, was approved by 99% of the votes
cast by Shareholders; (iv) an ordinary resolution to re-appoint MNP
LLP, Chartered Accountants, as auditors of the Company at a
remuneration to be fixed by the directors was approved by 99.96% of
the votes cast by Shareholders; and (v) an ordinary resolution to
approve and re-confirm the Company’s current stock option plan and
the unallocated options to purchase common shares of the Company
thereunder was approved by 98.96% of the votes cast by
Shareholders.
Also at the Meeting, Shareholders elected those
nominees listed in the Circular, being Corey Delaney, Wayne
Gudbranson, Kees Van Winters and Michael Wekerle, as directors of
the Company to hold office effective until the earlier of the
completion date of the Arrangement, or the close of the next annual
meeting of Shareholders. Detailed results of the vote for the
election of directors held at the Meeting are set out below.
Nominee |
# Votes For |
% Votes For |
# Votes Withheld |
% Votes Withheld |
Corey Delaney |
4,679,729 |
99.04% |
45,240 |
0.96% |
Wayne Gudbranson |
4,679,729 |
99.04% |
45,240 |
0.96% |
Kees Van Winters |
4,462,329 |
94.44% |
262,640 |
5.56% |
Michael Wekerle |
4,679,669 |
99.04% |
45,300 |
0.96% |
Shareholders also elected those nominees listed
in the Circular, being Michael Wekerle, Kees Van Winters, David
Feller, Gregory Feller and Minhas Mohamed, as directors of the
Company to take office in place of all directors of the Company,
conditional upon and effective as of the completion date of the
Arrangement and each to hold office until the close of the next
annual meeting of Shareholders or until his successor is duly
elected or appointed. Detailed results of the vote for the
conditional election of such directors at the Meeting are set out
below.
Nominee |
# Votes For |
% Votes For |
# Votes Withheld |
% Votes Withheld |
Michael Wekerle |
4,663,170 |
98.69% |
61,799 |
1.31% |
Kees Van Winters |
4,460,249 |
94.40% |
264,720 |
5.60% |
David Feller |
4,663,170 |
98.69% |
61,799 |
1.31% |
Gregory Feller |
4,663,170 |
98.69% |
61,799 |
1.31% |
Minhas Mohamed |
4,679,649 |
99.04% |
45,320 |
0.96% |
A total of 4,725,292 common shares of the
Company were voted at the Meeting, representing approximately
82.53% of the issued and outstanding common shares of the
Company. The results of each of the matters considered at the
Meeting are reported in the Report of Voting Results as filed by
the Company on SEDAR at www.sedar.com.
Completion of the Arrangement remains
conditional upon approval of the Supreme Court of British Columbia
(the “Court”) and certain other customary closing
conditions. The application for the final order from the
Court is scheduled to be heard on June 19, 2019. Assuming
that all conditions to closing of the Arrangement are satisfied or
waived, the Arrangement is expected to be completed on or about
June 21, 2019.
About Difference
Capital
DCF invests in and advises growth
companies. We leverage our capital market expertise to help
unlock value in technology, media and healthcare companies as they
approach important milestones in their business lifecycle.
About Mogo
Mogo (TSX: MOGO; NASDAQ: MOGO) — a financial
technology company — is a financial health app that empowers
consumers with simple solutions to help them manage and control
their finances. Users can sign up for a free MogoAccount in only
three minutes and get access to six products including free credit
score monitoring, identity fraud protection, digital spending
account with Platinum Prepaid Visa® Card, digital mortgage
experience, the MogoCrypto account, the first product within
MogoWealth, which enables the buying and selling of bitcoin, and
access to smart consumer credit products through MogoMoney.
The platform has been engineered to deliver a best-in-class
digital experience, with best-in-class financial products all
through one account. With more than 800,000 members and a
marketing partnership with Canada's largest news media company,
Mogo continues to execute on its vision of becoming the go-to
financial app for the next generation of Canadians. To learn
more, please visit mogo.ca or download the mobile app (iOS or
Android).
Caution Regarding Forward-Looking
Statements
Certain statements contained in this news
release constitute forward-looking information. These
statements relate to future events or future performance, including
statements as to the likelihood and timing of completing the
Arrangement, likelihood of receiving third-party approvals for the
Arrangement, ability to receive court approvals in respect of the
Arrangement and the timing for closing of the Arrangement. The use
of any of the words “could”, “anticipate”, “intend”, “expect”,
“believe”, “will”, “projected”, “estimated” and similar expressions
and statements relating to matters that are not historical facts
are intended to identify forward-looking information and are based
on the current belief or assumptions of DCF as to the outcome and
timing of such future events. Whether actual results and
developments will conform with the expectations of DCF is subject
to a number of risks and uncertainties including factors underlying
management's assumptions, such as risks related to: that the
arrangement agreement could be terminated in certain circumstances;
failure to, in a timely manner, or at all, obtain the required
regulatory, court, stock exchange or other third party approvals
for the Arrangement or any ancillary transaction; failure of the
parties to otherwise satisfy the conditions to complete the
Arrangement; the possibility that the board of directors of Mogo or
DCF could receive an acquisition proposal and approve a superior
proposal; significant Arrangement costs or unknown liabilities; the
risk of litigation or adverse actions or awards that would prevent
or hinder the completion of the Arrangement; failure to realize the
expected benefits of the Arrangement; compliance with all
applicable laws and other customary risks associated with
transactions of this nature; and general economic conditions. If
the Arrangement is not completed and DCF continues as an
independent entity, there are serious risks that the announcement
of the Arrangement and the dedication of substantial resources of
DCF to the completion of the Arrangement could have an adverse
impact on its business, strategic relationships, and operating
results. Failure to comply with the terms of the arrangement
agreement on the part of DCF may, in certain circumstances, also
result in DCF being required to pay a termination fee or expense
reimbursement to Mogo, the result of which could have a material
adverse effect on the financial position, operating results and
ability to fund growth prospects of DCF. Readers are cautioned that
the foregoing list is not exhaustive. Actual future results may
differ materially. The forward-looking information contained in
this release is made as of the date hereof and DCF is not obligated
to update or revise any forward-looking information, whether as a
result of new information, future events or otherwise, except as
required by applicable securities laws. Because of the risks,
uncertainties and assumptions contained herein, investors should
not place undue reliance on forward-looking information. The
foregoing statements expressly qualify any forward-looking
information contained herein.
Contact Information
Henry Kneis Chief Executive Officer, Difference Capital
Financial Inc. (416) 649-5090 hkneis@differencecapital.com
www.differencecapital.com
Craig ArmitageInvestor Relations, Mogo Finance Technology
Inc.(416) 347-8954craiga@mogo.ca www.mogo.ca
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