Mogo Congratulates WonderFi and KAOS Capital on Cooperation Agreement and Expresses Support for Shareholder-Friendly Decision to Nominate Three New Directors - Seite 2

Early Warning Report

In accordance with the requirements of National Instrument 62-104 - Take-Over Bids and Issuer Bids, Mogo will file an early warning report under WonderFi’s SEDAR+ profile as a result of a change in material fact contained in its most recently filed early warning report dated March 27, 2024, such change being as set out below.

The early warning report is not being filed pursuant to any acquisition or disposition of securities of WonderFi. On March 27, 2024, Mogo and KAOS entered into a voting agreement (the “Voting Agreement”) pursuant to which, among other things, they agreed to vote their WonderFi shares for certain individuals for election to the WonderFi board at the 2024 annual meeting of shareholders of WonderFi. As a result of entering into the Voting Agreement, Mogo and KAOS may have been presumed to be acting jointly or in concert under applicable securities laws.

On April 30, 2024, concurrently with KAOS and WonderFi entering into the Agreement, Mogo entered into an amendment to its investor rights agreement (the “Amendment”) dated April 2, 2023 with WonderFi setting forth certain amendments to existing rights thereunder and certain additional new rights agreed to by Mogo and WonderFi. In connection with the entering into of the Agreement, KAOS and Mogo also agreed to terminate the Voting Agreement. As a result of the termination of the Voting Agreement, Mogo and KAOS are no longer presumed to be acting jointly or in concert under applicable securities laws.

Immediately before the execution of the Amendment and termination of the Voting Agreement, Mogo had beneficial ownership of, indirectly through Mogo Financial Inc., and exercised control and direction over, 86,962,639 WonderFi shares, representing approximately 13.35% of the WonderFi shares issued and outstanding as at December 31, 2023 (as disclosed in WonderFi’s annual financial statements for the year ended December 31, 2023). Mogo’s ownership and control of WonderFi shares remained unchanged following the execution of the Amendment and termination of the Voting Agreement.

A copy of the early warning report relating to the foregoing will be available under WonderFi’s profile on SEDAR+ at www.sedarplus.com, and may also be obtained by contacting Mogo at [phone]. Mogo’s address is 516-409 Granville St, Vancouver, BC, V6C 1T2.

About Mogo

Mogo Inc. (NASDAQ:MOGO; TSX:MOGO) is a digital wealth and payments company headquartered in Vancouver, Canada with more than 2 million members, $9.9B in annual payments volume and a ~13% equity stake in Canada’s leading Crypto Exchange WonderFi (TSX:WNDR). Mogo offers simple digital solutions to help its members dramatically improve their path to wealth-creation and financial freedom. MOGO offers commission-free stock trading that helps users thoughtfully invest based on a Warren Buffett approach to long-term investing – while also making a positive impact with every investment. Moka offers Canadians a real alternative to mutual funds and wealth managers that overcharge and underperform with a fully managed investing solution based on the proven outperformance of an S&P 500 strategy, and at a fraction of the cost. Through its wholly owned digital payments subsidiary, Carta Worldwide, Mogo also offers a low-cost payments platform that powers next-generation card programs for companies across Europe and Canada. The Company, which was founded in 2003, has approximately 200 employees across its offices in Vancouver, Toronto, London & Casablanca.