VANCOUVER, June 18, 2019 /PRNewswire/ - Mogo Finance
Technology Inc. (TSX: MOGO; NASDAQ: MOGO) ("Mogo" or
the "Company"), one of Canada's leading financial technology
companies, 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.
The Arrangement
Shareholders approved a special resolution, in the form set out
in Appendix A to the Circular, approving a plan of arrangement
under section 288 of the Business Corporations Act
(British Columbia)
(the "Arrangement") involving the Company and Difference
Capital Financial Inc. ("Difference Capital"). Detailed
results of the vote are as follows:
|
Votes
For
|
% Votes
For
|
Votes
Against
|
% Votes
Against
|
|
12,546,414
|
99.90%
|
12,150
|
0.10%
|
The Arrangement was also approved by 99.83% of the votes cast by
Shareholders after excluding votes cast by certain Shareholders in
accordance with Section 8.1 of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions.
Upon completion of the Arrangement, the Company will become a
wholly-owned subsidiary of Difference Capital, to be renamed 'Mogo
Inc.', and the board of directors will be comprised of David Feller, Gregory
Feller, Minhas Mohamed,
Michael Wekerle and Kees Van Winters, as more particularly set out
in Difference Capital's press release issued earlier today.
Additional 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. Completion of the
Arrangement remains subject to the 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.
In addition to the approval of the Arrangement, Shareholders
approved the following matters at the Meeting:
Election of Directors
The nominees listed in the Circular were elected as directors of
Mogo. Detailed results of the vote are as follows:
|
Name of
Nominee
|
Votes
For
|
% Votes
For
|
Votes
Withheld
|
% Votes
Withheld
|
|
David
Feller
|
12,546,261
|
99.91%
|
11,303
|
0.09%
|
|
Gregory
Feller
|
12,546,261
|
99.91%
|
11,303
|
0.09%
|
|
Minhas
Mohamed
|
12,543,533
|
99.89%
|
14,031
|
0.11%
|
|
Praveen
Varshney
|
12,215,321
|
97.27%
|
342,243
|
2.73%
|
|
Matthew
Bosrock
|
12,546,261
|
99.91%
|
11,303
|
0.09%
|
In the unlikely event the Arrangement is not completed, the
board of directors of the Company will be comprised of the
foregoing individuals.
Appointment of Auditor
MNP LLP was re-appointed as auditor of the Company until the
next annual general meeting of shareholders of the Company.
Detailed results of the vote are as follows:
|
Votes
For
|
% Votes
For
|
Votes
Withheld
|
% Votes
Withheld
|
|
13,338,242
|
99.98%
|
2,486
|
0.02%
|
The renewal of the Company's stock option plan and the
unallocated options, rights and other entitlements available
thereunder was approved. Detailed results of the vote are as
follows:
|
Votes
For
|
% Votes
For
|
Votes
Against
|
% Votes
Against
|
|
12,198,766
|
97.14%
|
358,797
|
2.86%
|
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).
About Difference Capital
Difference Capital invests in and advises growth companies. It
leverages its capital market expertise to help unlock value in
technology, media and healthcare companies as it approaches
important milestones in their business lifecycle.
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SOURCE Mogo Finance Technology Inc