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Difference Capital Announces Results of Its Annual and Special Meeting of Shareholders

/EIN News/ -- TORONTO, June 18, 2019 (GLOBE NEWSWIRE) -- Difference Capital Financial Inc. (“DCF” or the “Company”) (TSX: DCF) 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.  Among other things, Shareholders approved certain matters to be completed by DCF in connection with the business combination of DCF and Mogo Finance Technology Inc. (“Mogo”) pursuant to a plan of arrangement (the “Arrangement”) under section 288 of the Business Corporations Act (British Columbia).  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.

At the Meeting, (i) an ordinary resolution to approve the issuance of up to 28,416,488 common shares of the Company in accordance with the terms of the Arrangement was approved by 99% of the votes cast by Shareholders (and 97.62% of the votes cast by Shareholders, excluding the Shareholders who are “related parties” of Mogo in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions); (ii) a special resolution authorizing the continuance of DCF prior to or concurrently with the completion of the Arrangement, from the Canada Business Corporations Act to the Business Corporations Act (British Columbia) (the “Continuance”), was approved by 98.96% of the votes cast by Shareholders; (iii) a special resolution to amend the Company’s articles to change the name of the Company to “Mogo Inc.”, or to such other name as is acceptable to the Company and the Toronto Stock Exchange, conditional upon and effective as of the completion of the Continuance, was approved by 99% of the votes cast by Shareholders; (iv) an ordinary resolution to re-appoint MNP LLP, Chartered Accountants, as auditors of the Company at a remuneration to be fixed by the directors was approved by 99.96% of the votes cast by Shareholders; and (v) an ordinary resolution to approve and re-confirm the Company’s current stock option plan and the unallocated options to purchase common shares of the Company thereunder was approved by 98.96% of the votes cast by Shareholders.

Also at the Meeting, Shareholders elected those nominees listed in the Circular, being Corey Delaney, Wayne Gudbranson, Kees Van Winters and Michael Wekerle, as directors of the Company to hold office effective until the earlier of the completion date of the Arrangement, or the close of the next annual meeting of Shareholders.  Detailed results of the vote for the election of directors held at the Meeting are set out below.

Nominee # Votes For % Votes For # Votes
Withheld
% Votes Withheld
Corey Delaney 4,679,729 99.04% 45,240 0.96%
Wayne Gudbranson 4,679,729 99.04% 45,240 0.96%
Kees Van Winters 4,462,329 94.44% 262,640 5.56%
Michael Wekerle 4,679,669 99.04% 45,300 0.96%

Shareholders also elected those nominees listed in the Circular, being Michael Wekerle, Kees Van Winters, David Feller, Gregory Feller and Minhas Mohamed, as directors of the Company to take office in place of all directors of the Company, conditional upon and effective as of the completion date of the Arrangement and each to hold office until the close of the next annual meeting of Shareholders or until his successor is duly elected or appointed. Detailed results of the vote for the conditional election of such directors at the Meeting are set out below.

Nominee # Votes For % Votes For # Votes
Withheld
% Votes Withheld
Michael Wekerle 4,663,170 98.69% 61,799 1.31%
Kees Van Winters 4,460,249 94.40% 264,720 5.60%
David Feller 4,663,170 98.69% 61,799 1.31%
Gregory Feller 4,663,170 98.69% 61,799 1.31%
Minhas Mohamed 4,679,649 99.04% 45,320 0.96%

A total of 4,725,292 common shares of the Company were voted at the Meeting, representing approximately 82.53% of the issued and outstanding common shares of the Company.  The results of each of the matters considered at the Meeting are reported in the Report of Voting Results as filed by the Company on SEDAR at www.sedar.com.

Completion of the Arrangement remains conditional upon 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.

About Difference Capital 

DCF invests in and advises growth companies.  We leverage our capital market expertise to help unlock value in technology, media and healthcare companies as they approach important milestones in their business lifecycle.

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).

Caution Regarding Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking information.  These statements relate to future events or future performance, including statements as to the likelihood and timing of completing the Arrangement, likelihood of receiving third-party approvals for the Arrangement, ability to receive court approvals in respect of the Arrangement and the timing for closing of the Arrangement. The use of any of the words “could”, “anticipate”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the current belief or assumptions of DCF as to the outcome and timing of such future events. Whether actual results and developments will conform with the expectations of DCF is subject to a number of risks and uncertainties including factors underlying management's assumptions, such as risks related to: that the arrangement agreement could be terminated in certain circumstances; failure to, in a timely manner, or at all, obtain the required regulatory, court, stock exchange or other third party approvals for the Arrangement or any ancillary transaction; failure of the parties to otherwise satisfy the conditions to complete the Arrangement; the possibility that the board of directors of Mogo or DCF could receive an acquisition proposal and approve a superior proposal; significant Arrangement costs or unknown liabilities; the risk of litigation or adverse actions or awards that would prevent or hinder the completion of the Arrangement; failure to realize the expected benefits of the Arrangement; compliance with all applicable laws and other customary risks associated with transactions of this nature; and general economic conditions. If the Arrangement is not completed and DCF continues as an independent entity, there are serious risks that the announcement of the Arrangement and the dedication of substantial resources of DCF to the completion of the Arrangement could have an adverse impact on its business, strategic relationships, and operating results. Failure to comply with the terms of the arrangement agreement on the part of DCF may, in certain circumstances, also result in DCF being required to pay a termination fee or expense reimbursement to Mogo, the result of which could have a material adverse effect on the financial position, operating results and ability to fund growth prospects of DCF. Readers are cautioned that the foregoing list is not exhaustive. Actual future results may differ materially. The forward-looking information contained in this release is made as of the date hereof and DCF is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

Contact Information

Henry Kneis
Chief Executive Officer, Difference Capital Financial Inc.
(416) 649-5090
hkneis@differencecapital.com
www.differencecapital.com

Craig Armitage
Investor Relations, Mogo Finance Technology Inc.
(416) 347-8954
craiga@mogo.ca
www.mogo.ca 

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