Mr. Greg Feller reports

MOGO PORTFOLIO COMPANY WONDERFI ANNOUNCES DEFINITIVE AGREEMENT TO BE ACQUIRED BY ROBINHOOD MARKETS

Mogo Inc.'s portfolio company, Wonderfi Technologies Inc., has entered into a definitive agreement with Robinhood Markets Inc. and a wholly owned subsidiary of Robinhood. Pursuant to the arrangement agreement, the purchaser will acquire all of the issued and outstanding common shares of Wonderfi for 36 cents per common share by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia).

The all-cash purchase price represents a total equity value of approximately $250-million on a fully diluted, in-the-money basis, a premium of approximately 41 per cent to the closing price of the common shares on the Toronto Stock Exchange on May 12, 2025, the last trading day prior to the announcement of the arrangement, and a premium of approximately 71 per cent to the 30-day volume-weighted average trading price (VWAP) of the common shares as at that date.

"This is a defining moment for Wonderfi and we acknowledge the team's remarkable progress," said Greg Feller, Mogo's president and chief financial officer. "We stand behind this transaction, as it delivers immediate liquidity and solidifies value at a compelling premium for shareholders. Mogo was instrumental in shaping the present-day Wonderfi. In July, 2023, we orchestrated the merger of Coinsquare, in which we held a 34-per-cent stake, with Wonderfi, bringing together two of Canada's most influential crypto trading platforms. That strategic move set the stage for the milestone we see today."

Mogo is Wonderfi's largest shareholder, holding approximately 82 million common shares. Full details of the agreement can be found in the Wonderfi news release.

As part of the arrangement, Mogo and certain other shareholders, as well as the directors and certain officers of Wonderfi, collectively holding approximately 28 per cent of the issued and outstanding common shares, entered into voting support agreements pursuant to which they have agreed to vote their shares in favour of the arrangement, subject to certain conditions.

The transaction is expected to close in the second half of 2025, subject to the receipt of the required approvals from Wonderfi's shareholders at a shareholders meeting of Wonderfi, certain regulatory approvals, as well as the satisfaction of other customary closing conditions for a transaction of this nature.

About Mogo Inc.

Mogo is a financial technology company with three distinct business lines: wealth, lending and payments. The company's mission is to provide consumers with innovative financial solutions that drive long-term financial health and success. It operates with a differentiated approach in each business, leveraging technology, behavioural science and financial tools to create unique value propositions in its respective markets.

Mogo's wealth and lending businesses are focused on the Canadian market, where the company is the only subprime consumer lender that also offers a holistic wealth and investing solution. This unique integration is designed to help consumers transition from borrowing and debt to long-term wealth building. Separately, Mogo's payments business is operated through Carta Worldwide, a wholly owned subsidiary that provides modern card issuing and processing solutions, primarily in Europe.

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