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Mogo Announces Business Combination with Difference Capital Financial

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Mogo Finance Technology Inc. (TSX:MOGO) (NASDAQ: MOGO) (“Mogo”) is pleased to announce the signing of a definitive arrangement agreement (the “Arrangement Agreement”) to merge Mogo (the “Transaction”) by way of a plan of arrangement with Difference Capital Financial Inc. (TSX:DCF) (“Difference”). Following the combination, the resulting company (the “Combined Entity”) is expected to be named ‘Mogo Inc.’.

Under the terms of the Arrangement Agreement, each common share of Mogo (a “Mogo Share”) will be exchanged for one (the “Exchange Ratio”) Difference common share (a “Difference Share”). Upon completion of the Transaction, former Mogo shareholders will own approximately 80% of the Combined Entity on a fully diluted basis. Following completion of the Transaction, all of Mogo’s outstanding convertible securities will become exercisable or convertible, as the case may be, for shares of the Combined Entity in accordance with the Exchange Ratio.

The Transaction is subject to Mogo shareholder approval, regulatory approval and satisfaction of other customary conditions. The Transaction is expected to close in the second quarter of 2019.

Transaction Highlights

  • Following the combination, the Combined Entity is expected to be named ‘Mogo Inc.’. Mogo shareholders will own approximately 80% of the Combined Entity and Dave Feller will be Chairman and CEO and Greg Feller will be President, CFO and Director of the Combined Entity.
  • The Combined Entity will continue to execute on Mogo’s vision of building the leading fintech platform in Canada. The combination will give Mogo immediate access to approximately $9 – $10 million in cash, which reflects proceeds from Difference’s two recently announced monetizations. In addition, Mogo will have control of Difference’s portfolio of investments in some of the premier private technology companies in Canada, including Hootsuite and Vision Critical, which collectively have an estimated fair market value of approximately $24 million.
  • The Transaction has received the unanimous recommendation of both Mogo’s and Difference’s special committees and respective boards of directors, with voting and support agreements representing approximately 21.8% of outstanding Mogo Shares and approximately 49.8% of outstanding Difference Shares executed in support of the Transaction.

“This transaction enables Mogo to continue to invest in new products and innovation, building on our leadership position in the Canadian fintech space,” said David Feller, Mogo’s Founder and CEO. “We are excited by the opportunity that the Transaction presents for shareholders of Mogo and Difference and are very pleased to have the support of the Difference board. We look forward to working closely with the leadership team at Difference to complete the Transaction.”

“The merger with Difference strengthens our financial position and represents a significant opportunity to create value for shareholders of the combined entity,” added Greg Feller, Mogo’s President. “Difference has invested in many of Canada’s leading technology companies and Mogo has built a valuable distribution platform. Shareholders of both companies will benefit from improved financial flexibility as we execute on our strategy of partnering to bring best-in-class products to our more than 800,000 members.”

Transaction Summary

The proposed transaction will be completed pursuant to a plan of arrangement under the Business Corporations Act(British Columbia) and, in addition to other customary closing conditions, is subject to regulatory and court approvals. The Transaction will need to be approved by: (i) two-thirds of the votes cast by Mogo shareholders at its shareholder meeting; and (ii) if required, a simple majority of the votes cast by Mogo shareholders at its shareholder meeting, excluding the votes held by certain persons as required by Multilateral Instrument 61-101. The directors and certain shareholders of Mogo, representing approximately 21.8% of Mogo’s outstanding shares, have entered into support agreements pursuant to which they agreed to vote their Mogo Shares in favor of the Transaction.

The annual general and special meeting of Mogo is expected to be held in June 2019. An information circular detailing the terms and conditions of the Transaction will be filed with regulatory authorities and mailed to the shareholders of Mogo in accordance with applicable securities laws. The Arrangement Agreement includes customary deal-protection provisions, including non-solicitation of alternative transactions and break fees payable by Mogo and Difference, respectively, under certain circumstances.

Mogo’s Board of Directors and Special Committee have determined that the proposed transaction is in the best interest of the shareholders, having taken into account advice from their financial advisors, and have unanimously approved the Transaction. Mogo’s Board of Directors recommends that their shareholders vote in favor of the proposed transaction.

Advisors and Counsel

Mogo’s financial advisor is Raymond James Ltd. and its legal counsel in Canada is Stikeman Elliott LLP. Raymond James Ltd. provided an opinion to Mogo’s Board of Directors that, as of the date thereof and subject to the assumptions, limitations and qualifications set out therein, the transaction is fair, from a financial point of view, to the shareholders of Mogo.

 

SOURCE Mogo Finance Technology Inc


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CCELL®

CCELL Launches Environmentally Conscious Eco Star AIO Vaporizer

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SHENZHEN, China, April 15, 2024 /PRNewswire/ — CCELL®, the world’s leading technology brand focused on creating trendsetting vape hardware products and advanced vaporization technology, today announced the launch of the Eco Star, the company’s all-in-one vaporizer focused on sustainability, wide-ranging oil compatibility, and ease of use.

The Eco Star’s casing material is made of biodegradable and plant-based PLA, a material that can be decomposed by bacteria or other living organisms. By adopting this type of eco-friendly casing, CCELL seeks to provide an option that can reduce the cannabis industry’s overall environmental impact and build a more sustainable society.

Built within the casing is a removable and recyclable lithium-ion battery. This thoughtful pull-apart design allows consumers to easily remove the battery before disposing of the casing, empowering them to contribute towards a greener Earth.

The Eco Star also features complete compatibility with all types of cannabis oils, clog-free dual air vents, and an isolated airway that ensures the cleanest possible vapor.

With increasing environmental challenges worldwide and tightening regulations on vape products, the Eco Star was introduced with the intention of raising environmental awareness across the industry.

The company has also implemented other measures to align its practices with its long-standing sustainability-focused values. These include offering biodegradable and plant-based PLA mouthpieces among its customization options. Additionally, the company uses energy-efficient aqueous processing in producing its patented ceramic heating cores to reduce greenhouse gas emissions.

Before the product’s official launch, CCELL provided their customers and consumers with an early look at the Eco Star at TPE24 and Hall of Flowers Ventura in the US, and Spannabis Barcelona in Spain.

Disclaimer for battery disposal: CCELL does not recycle lithium-ion batteries. Battery recycling requirements may vary by country, city, etc. Please contact your local recycling center for more details before disposal.

About CCELL®

CCELL® is a technology brand and global innovator in the portable vaporizer space that revolutionized the industry by introducing the ceramic heating component. CCELL® was born in the headquarters of Shenzhen Smoore Technology Limited, which has more than 10 years of expertise in the vaporization industry. With advanced R&D resources, patented technologies, strong production capabilities, and reliable quality control systems, CCELL® is recognized around the world for its exceptional vaporization technology and top-quality devices.

Learn more about CCELL® at www.ccell.com as well as on LinkedIn, Instagram, Facebook, Twitter, and YouTube.

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Cision View original content:https://www.prnewswire.co.uk/news-releases/ccell-launches-environmentally-conscious-eco-star-aio-vaporizer-302116454.html

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