Vogogo Inc. announces amendment to the terms of its previously announced extendible convertible debenture offering

/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/

CALGARY, May 16, 2018 /CNW/ - Vogogo Inc. (CSE: VGO) ("Vogogo" or the "Company") is pleased to announce that it has entered into a new engagement letter with Canaccord Genuity Corp. ("Canaccord Genuity"), pursuant to which Canaccord Genuity has agreed to act as the lead underwriter and sole bookrunner on behalf of a syndicate of underwriters including Beacon Securities Limited (the "Underwriters"), for the Company's offering (the "Offering") of 30,000 units (the "Units") at a price of $1,000 per Unit (the "Issue Price") for gross proceeds of $30 million. 

As previously disclosed, each Unit will be comprised of $1,000 principal amount of senior unsecured extendible non-redeemable convertible debentures ("Convertible Debentures") and 1,000 warrants ("Warrants") of the Company. Accordingly, each Unit will entitle the holder to a conversion rate of 2,000 common shares ("Shares") of the Company at a value of $0.50 per Share and 1,000 Warrants exercisable for 1,000 Shares at a price of $0.70 per Share. 

The Company has agreed to grant the Underwriters an option (the "Over-Allotment Option") to sell up to an additional 4,500 Units on the same terms and conditions as the Offering, exercisable any time, in whole or in part, up to 30 days after the Closing Date (as hereinafter defined). If the Over-Allotment Option is exercised in full, the total gross proceeds to Vogogo will be $34.5 million.

In addition, the Company has agreed to apply to list the Convertible Debentures on the Canadian Securities Exchange (the "CSE").

The Offering was previously announced by the Company on May 15, 2018 as being made on a fully marketed "best-efforts" agency basis.

All other terms of the Offering remain unchanged from the press release issued by the Company on May 15, 2018.

The Company intends to file an amended and restated short form prospectus in respect of the Offering on or about May 16, 2018.  The Offering is expected to close on or about June 5, 2018 (the "Closing Date") and is subject to certain conditions, including but not limited to, the receipt of all necessary regulatory approvals, including the approval of the CSE.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Vogogo Inc.:

Vogogo currently operates its cryptocurrency mining activities at a leased facility in Pointe-Claire, Québec. This includes mining for cryptocurrencies for its own account, as a service for third party customers and within mining pools. As it continues to embrace blockchain technology, Vogogo is exploring opportunities in all aspects of the cryptocurrency segment, including the three verticals of mining, payments and currency exchange.

Cautionary Note Regarding Forward-Looking Information

Certain statements in this document, including statements with respect to the proposed Offering, the use of proceeds and the Closing Date, contain forward-looking statements which can be identified by the use of forward-looking terminology such as "believes", "expects", "may", "desires", "will", "should", "projects", "estimates", "contemplates", "anticipates", "intends", or any negative such as "does not believe" or other variations thereof or comparable terminology. No assurance can be given that potential future results or circumstances described in the forward-looking statements will be achieved or will occur. By their nature, these forward-looking statements necessarily involve risks and uncertainties, including the risk that the 828 Acquisition is not completed, the risk that the receipt of all necessary regulatory approvals, including the approval of the CSE, are not obtained, the risk that the Offering is not completed and other risks and uncertainties discussed herein, that could cause actual results to significantly differ from those contemplated by these forward-looking statements. Such statements reflect the view of the Company with respect to future events, and are based on information currently available to the Company and on assumptions, which it considers reasonable. Management cautions readers that the assumptions relative to the future events, several of which are beyond Management's control, could prove to be incorrect, given that they are subject to certain risk and uncertainties, and that actual results may differ materially from those projected. Factors which could cause results or events to differ from current expectations include, among other things: the Company not successfully completing the 828 Acquisition; the Company not obtaining the required regulatory approvals for the Offering; fluctuations in operating results; and the impact of general economic, industry and market conditions. Management disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.

The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.

SOURCE Vogogo Inc.

John Kennedy FitzGerald, Chief Executive Officer and President, 403-648-9292