Mogo Financial Convertible Debenture Terms
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Convertible Debenture Terms - Maturing Jun-6-2020
On June 6, 2017, the Mogo Financial Inc.(MOGO) issued 10% convertible debentures of $15M aggregate principal amount at a price of one thousand dollars per debenture. The interest ispayable semi-annually on November 30 and May 31. The convertible debentures are subordinated to existing credit facilities, but senior to all other secured and subordinated indebtedness, and are secured by the assets of the Company. The maturity date of the convertible debentures is June 6, 2020. The convertible debentures will be convertible, at the option of the holder, in whole or in part, into common shares of the Company at any time before the maturity date at a price of $5.00 per common share (the "Conversion Price").
Principal and interest is payable in cash or, at the Companys option, subject to regulatory approval and provided no events of default have occurred, in common shares of the Company issued at a price equal to the volume weighted average trading price ("VWAP") of the common shares for the 20 trading days ending on the fifth day prior to the maturity date or the date on which the Interest payment is due, as applicable. Prepayment The Company may, at its option any time after 12 months from the closing date and at any time prior to maturity, subject to regulatory approval and provided that no events of default have occurred, prepay the convertible debentures in whole or in part, plus accrued interest, in cash. If the prepayment occurs: (i)within 24 months of the closing date, then the debenture holders are entitled to receive (1) an additional payment equal to 5% of the prepayment amount and (2) the interest that would have accrued from the date of prepayment to, but excluding, the day that is 24 months from the closing date; or (ii)after 24 months of the closing date but prior to the maturity date, then the debentureholders are entitled to receive the interest that would have accrued from the date of prepayment to, but excluding, the maturity date.
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