Mogo Establishes ATM Equity Program
December 31 2020 - 4:15PM
Business Wire
Mogo Inc. (NASDAQ:MOGO) (TSX:MOGO) (“Mogo” or the “Company”), a
digital payments and financial technology company empowering the
next generation of consumers with innovative financial products
including buying and selling of Bitcoin through its mobile app,
today announced that it has entered into an at-the-market offering
agreement (the “ATM Offering Agreement”) with H.C. Wainwright &
Co., LLC (the “Lead Agent”), as lead agent, Raymond James Ltd. and
Eight Capital (together with the Lead Agent, the “Agents”), thereby
establishing an at-the-market equity program (the “ATM Program”).
Pursuant to the ATM Program and the related prospectus supplement,
the Company may, at its discretion and from time-to-time during the
12-month remaining term of the base shelf prospectus, sell, through
the Agents, such number of common shares of the Company (“Common
Shares”) as would result in aggregate gross proceeds to the Company
of up to US$50 million. The Common Shares sold under the ATM
Program would be issued from treasury to the public at the
prevailing market price at the time of sale, when sold through the
Nasdaq Capital Market (“Nasdaq”). The net proceeds of any sales of
Common Shares under the ATM Program would be used for operational
expenditures, to maintain the Company’s working capital balances
and for general corporate purposes.
Under the ATM Offering Agreement, sales of Common Shares will be
made through “at-the-market distributions” as defined in National
Instrument 44-102 – Shelf Distributions on the Nasdaq or on any
other existing trading market for the Common Shares in the United
States. No Common Shares will be offered or sold in Canada or
through the facilities of the Toronto Stock Exchange under the ATM
Program. Mogo is not obligated to make any sales of Common
Shares under the ATM Offering Agreement. The offering of Common
Shares pursuant to the ATM Offering Agreement and the related
prospectus supplement will terminate upon the earlier of (a) the
sale of all of the Common Shares subject to the ATM Offering
Agreement and the related prospectus supplement, (b) the
termination of the ATM Offering Agreement by the Agents, or the
Company, as permitted therein, or (c) January 5, 2022, being the
date the Company’s base shelf prospectus expires. Mogo will pay the
Agents a commission rate of up to 3.0% of the aggregate gross
proceeds from each sale of Common Shares and has agreed to provide
the Agents with customary indemnification and contribution rights.
Mogo will also reimburse the Agents for certain specified expenses
in connection with entering into the ATM Offering Agreement.
The ATM Program is being made pursuant to a prospectus
supplement to the Company’s base shelf prospectus dated December 5,
2019, included in the Company’s existing U.S. registration
statement on Form F-10. The prospectus supplement relating to the
ATM Program has been filed with the securities commissions in each
of the provinces of Canada (other than Québec) and the United
States Securities and Exchange Commission. Electronic copies of the
relevant documents are available on SEDAR at www.sedar.com and
EDGAR at www.sec.gov. Alternatively, the Lead Agent will send the
documents upon request by contacting the Lead Agent: H.C.
Wainwright & Co., LLC, 430 Park Avenue 3rd Floor, New York, NY
10022, telephone: (646) 975-6996, email: placements@hcwco.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities, nor will there be any
sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
Forward-Looking Statements This news release contains
"forward-looking statements", within the meaning of applicable
securities legislation, concerning the offer and sale of Common
Shares under the ATM Program, including the timing and amounts
thereof, and the use of any proceeds from the ATM Program.
Forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable by
management at the time of preparation, are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, and may prove to be incorrect. Forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause actual financial results, performance or
achievements to be materially different from the estimated future
results, performance or achievements expressed or implied by those
forward-looking statements and the forward-looking statements are
not guarantees of future performance. Mogo's expectations for its
future financial performance are subject to a number of conditions,
many of which are outside of Mogo's control. For a description of
the risks associated with Mogo's business please refer to the “Risk
Factors” section of Mogo’s current annual information form, which
is available at www.sedar.com and www.sec.gov. Except as required
by law, Mogo disclaims any obligation to update or revise any
forward-looking statements, whether as a result of new information,
events or otherwise.
About Mogo Mogo — a financial technology company — offers
a finance app that empowers consumers with simple solutions to help
them get in control of their financial health and be more mindful
of the impact they have on society and the planet. Users can sign
up for a free account in only three minutes, begin to learn the 4
habits of financial health and get convenient access to products
that can help them achieve their financial goals and have a
positive impact on the planet including a digital spending account
with Mogo Visa* Platinum Prepaid Card featuring automatic carbon
offsetting, free monthly credit score monitoring, ID fraud
protection and personal loans. Members can also easily buy and sell
bitcoin 24/7 through the Mogo app, as well as participate in Mogo’s
new bitcoin rewards program. The Mogo platform has been
purpose-built to deliver a best-in-class digital experience, with
best-in-class products, all through one account. With more than one
million members and a marketing partnership with Canada's largest
news media company, Mogo continues to execute on its vision to
gamify financial health and become 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).
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version on businesswire.com: https://www.businesswire.com/news/home/20201231005249/en/
Craig Armitage Investor Relations craiga@mogo.ca (416)
347-8954
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