$48.6 million transactions increase Mogo’s current ownership from 19.9% to approximately 37%
All figures in Canadian $
Mogo Inc., a digital payments and financial technology company, announced that it has closed its previously announced acquisitions (the “Acquisitions”) of an additional 5.4 million common shares (“Coinsquare Shares”) of Coinsquare Ltd. (“Coinsquare”), Canada’s leading digital asset trading platform, increasing its ownership in Coinsquare from 19.9% to approximately 37%, for total aggregate consideration of $48.6 million satisfied through the issuance of an aggregate of 5,080,876 common shares of Mogo (the “Mogo Shares”). This transaction is separate from Mogo’s acquisition of an additional 2% of the outstanding Coinsquare Shares, and an option to acquire an additional 3.4% under similar terms, pursuant to a binding letter of intent dated May 31, 2021 (the “LOI”) and announced on June 1, 2021, and the existing share purchase warrant held by Mogo to acquire an additional 10.6% of the outstanding Coinsquare Shares. Mogo requires Coinsquare board approval to increase its ownership interest in Coinsquare over 49.9%. There is no certainty that the Coinsquare board of directors will grant such approval.
“We’re pleased to close this second investment in Coinsquare and to increase our ownership of the leading cryptocurrency trading platform in Canada,” said Greg Feller, President of Mogo. “Since our first investment in early February 2021, assets and volumes on the Coinsquare platform have significantly increased. The team at Coinsquare has done an excellent job building a valuable platform, and we are excited to participate in their future growth as they capitalize on long-term industry tailwinds, which will also build long-term value for Mogo shareholders.”
The Acquisitions were completed pursuant to two separate transactions: 1) the exercise by Mogo of its call option to acquire 3.2 million Coinsquare Shares (the “Call Option Shares”) from certain existing Coinsquare shareholders (the “Vendors”) pursuant to the terms of an investment agreement between Mogo, Coinsquare and certain shareholders of Coinsquare dated February 10, 2021, as amended (see press releases of Mogo dated February 11, 2021 and April 16, 2021); and 2) the purchase of 2.2 million Coinsquare Shares (the “Purchased Shares”) from Riot Blockchain Inc. (“Riot”) pursuant to the terms of a share purchase agreement between Mogo and Riot dated June 4, 2021.
The Mogo Shares issued to the Vendors and Riot (a portion of which are subject to certain escrow conditions) were qualified by the Company’s prospectus supplements dated June 3, 2021 to Company’s final short form base shelf prospectus dated April 15, 2021, and registered under the related registration statement filed with the United States Securities and Exchange Commission.
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.