6-K - ORIO - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2020

Commission File Number: 001-3 8409

Mogo Inc.

| (formerly Mogo Finance Technology Inc.) |

2100-401 West Georgia St.

Vancouver, British Columbia

V6B 5A1, Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☒ Form 20-F	☐ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Mogo Inc.
Date: August 11, 2020	By:	/s/ Gregory Feller

| | Name: | Gregory Feller |

| | Title: | President & Chief Financial Officer |

2

Form 6-K Exhibit Index

Exhibit Number	Document Description
99.1	Unaudited interim condensed consolidated financial statements for the three months ended June 30, 2020 and 2019
99.2	Management’s discussion and analysis for the quarter ended June 30, 2020
99.3	Form 52-109F2 - Certificate of Interim Filings (CEO)
99.4	Form 52-109F2 - Certificate of Interim Filings (CFO)
99.5	Press release dated August 11, 2020 announcing second quarter 2020 financial results

3

mogo_ex991.htm

Management’s Discussion and Analysis

MOGO INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE QUARTER ENDED JUNE 30, 2020

DATED: AUGUST 11, 2020

1	Page

Management’s Discussion and Analysis

Table of Contents
Non-IFRS Financial Measures	3

| Caution Regarding Forward-looking Statements | 4 |

| Company Overview | 5 |

| Mission | 6 |

| Q2 2020 Update on COVID-19 Impact | 6 |

| Financial Outlook | 8 |

| Financial Performance Review | 9 |

| Liquidity and Capital Resources | 22 |

| Risk Management | 25 |

| Non-IFRS Financial Measures | 26 |

| Non-Financial Measures | 29 |

| Critical Accounting Estimates | 30 |

| Changes in Accounting Policies | 30 |

| Controls and Procedures | 30 |

2	Page

Management’s Discussion and Analysis

MANAGEMENT’S DISCUSSION AND ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) is current as of August 11, 2020 and presents an analysis of the financial condition of Mogo Inc. and its subsidiaries (collectively referred to as “Mogo” or the “Company”) as at and for the three and six months ended June 30, 2020 compared with the corresponding periods in the prior year. This MD&A should be read in conjunction with the Company’s interim condensed consolidated financial statements and the related notes thereto for the three and six months ended June 30, 2020. The financial information presented in this MD&A is derived from our interim condensed consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

This MD&A is the responsibility of management. The Board of Directors has approved this MD&A after receiving the recommendation of the Company’s Audit Committee, which is comprised exclusively of independent directors, and the Company’s Disclosure Committee.

Unless otherwise noted or the context indicates otherwise “we”, “us”, “our”, the “Company” or “Mogo” refer to Mogo Inc. and its direct and indirect subsidiaries. The Company presents its consolidated financial statements in Canadian dollars. Amounts in this MD&A are stated in Canadian dollars unless otherwise indicated.

This MD&A may refer to trademarks, trade names and material which are subject to copyright, which are protected under applicable intellectual property laws and are the property of Mogo. Solely for convenience, our trademarks, trade names and copyrighted material referred to in this MD&A may appear without the ^®^ or © symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, trade names and copyrights. All other trade‑marks used in this MD&A are the property of their respective owners.

The Company’s continuous disclosure materials, including interim filings, audited consolidated financial statements, annual information form and annual report on Form 20-F can be found on SEDAR at www.sedar.com, with the Company’s filings with the United States Securities and Exchange Commission at www.sec.gov, and on the Company’s website at www.mogo.ca.

Non-IFRS Financial Measures

This MD&A makes reference to certain non‑IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. These measures are provided as additional information to complement the IFRS financial measures contained herein by providing further metrics to understand the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial results reported under IFRS. We use non‑IFRS financial measures, including core revenue, adjusted EBITDA, adjusted cash net income (loss) and cash operating expenses to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. We also use non‑IFRS financial measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our capital expenditure and working capital requirements. See “Key Performance Indicators” and “Non‑IFRS Financial Measures”.

3	Page

Management’s Discussion and Analysis

Caution Regarding Forward-Looking Statements

This MD&A contains forward‑looking statements that relate to the Company’s current expectations and views of future events. In some cases, these forward‑looking statements can be identified by words or phrases such as “outlook”, “may”, “might”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “indicate”, “seek”, “believe”, “predict” or “likely”, or the negative of these terms, or other similar expressions intended to identify forward‑looking statements. The Company has based these forward‑looking statements on its current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy and financial needs. These forward‑looking statements include, among other things, statements relating to the Company’s expectations regarding its revenue, expenses and operations, key performance indicators, provision for loan losses (net of recoveries), anticipated cash needs and its need for additional financing, funding costs, ability to extend or refinance any outstanding amounts under the Company’s credit facilities, ability to protect, maintain and enforce its intellectual property, plans for and timing of expansion of its product and services, future growth plans, ability to attract new members and develop and maintain existing customers, ability to attract and retain personnel, expectations with respect to advancement of its product offering, competitive position and the regulatory environment in which the Company operates, anticipated trends and challenges in the Company’s business and the markets in which it operates, third‑party claims of infringement or violation of, or other conflicts with, intellectual property rights, the resolution of any legal matters, and the acceptance by the Company’s consumers and the marketplace of new technologies and solutions.

Forward-looking statements, including our financial outlook, are based on certain assumptions and analyses made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate and are subject to risks and uncertainties. Although we believe that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and we cannot assure that actual results will be consistent with these forward-looking statements. Our financial outlook is intended to provide further insight into our expectations for results as it relates to the third quarter of 2020 and may not be appropriate for other purposes. This outlook involves numerous assumptions, particularly around the expected impact of cost reductions and projected level of loan originations and customer repayments, and we believe it is prepared on a reasonable basis reflecting management’s best estimates and judgements. However, given the inherent risks, uncertainties and assumptions, any investors or other users of this document should not place undue reliance on these forward-looking statements.

Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors that are discussed in greater detail in the “Risk Factors” section of the Company’s current annual information form and annual report on Form 20-F available at www.sedar.com and at www.sec.gov, which risk factors are incorporated herein by reference.

The forward-looking statements made in this MD&A relate only to events or information as of the date of this MD&A and are expressly qualified in their entirety by this cautionary statement. Except as required by law, we do not assume any obligation to update or revise any of these forward-looking statements to reflect events or circumstances after the date of this MD&A, including the occurrence of unanticipated events. A reader should review this MD&A with the understanding that our actual future results may be materially different from what we expect.

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4	Page

Management’s Discussion and Analysis

Company Overview

Mogo — a financial technology company — offers a finance app that empowers consumers with simple solutions to help them get in control of their financial health and make a positive impact on the planet. Users can sign up for Mogo in only three minutes and get instant access to an ecosystem of free financial products and content to help them live a more sustainable lifestyle. Mogo is the only app in Canada to offer free credit score monitoring, identity fraud protection, bitcoin trading, loans and a digital spending account that comes with a prepaid Mogo Visa* Platinum Prepaid Card that not only helps members control their spending but also helps fight climate change by automatically offsetting CO2 as you spend. The Mogo platform has been purpose-built to deliver a best-in-class digital experience, with best-in-class products all through one app. With more than one million 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).

In addition to the products described above, the following key corporate changes, transactions and material contracts are referred to, and assist in understanding this MD&A:

·	In July 2020, we announced the full launch of our new digital spending account, MogoSpend, designed to help Canadians improve their financial health and the health of the planet through better spending control, and automatic carbon offsetting. By separating spending into a separate account, and avoiding credit, consumers are able to limit themselves to a specific budget. In addition, MogoSpend is the only card in Canada that helps fight climate change by automatically offsetting CO2 as you spend.
·	In Q2 2020 we reduced our cash operating expenses^(1)^ by $5.4 million relative to Q4 2019, a decrease of over 50%, in connection with our cost saving initiatives announced in March 2020 (the "COVID-19 Response Plan"). During Q1 and Q2 2020 we reduced our total workforce by approximately 40% relative to the end of Q4 2019. Based on its business needs, Mogo subsequently facilitated a return to work for some of its employees that had been placed on temporary layoff. The combination of our cost savings along with strong underlying performance of our loan portfolio to date, resulted in a significant improvement to cash flow from operations in Q2 2020. For further details, please refer to the “Impact of COVID-19” and “Financial Outlook” section later in this document.
·	In February 2020, we signed a three-year lending partnership (the “goeasy Arrangement”) with goeasy Ltd. (“goeasy”), one of Canada’s largest and most experienced non-prime consumer lenders, enabling Mogo to monetize its lending platform and drive new recurring fee-based revenue, with no capital investment or credit risk from these loans. Additionally, we also completed the sale of the majority of our “MogoLiquid” loan portfolio to goeasy for gross consideration of $31.6 million (the “Liquid Sale”).
·	In February 2020, in conjunction with the Liquid Sale, we repaid and extinguished the Credit Facility – Liquid, which had an outstanding balance of $29.3 million as at December 31, 2019.
·	In May 2020, we amended certain terms of our 10% convertible senior secured debentures previously set to mature on May 31, 2020. The amendments include, among other things, extending the maturity date of the convertible debentures to May 31, 2022 and reducing the conversion price of the outstanding principal amount by 45% from $5.00 to $2.75 per common share.
·	In December 2019, we renegotiated our Credit Facility – Other, decreasing the interest rate by up to 400 basis points effective July 2, 2020, and extending the maturity to July 2, 2022 (the “Credit Facility Renewal”).
·	In January 2020, we achieved a new milestone, exceeding 1,000,000 Mogo members on our digital platform.

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^(1)^	For more information regarding our use of these non-IFRS measures and, where applicable, a reconciliation to the most comparable IFRS measure, see “Non-IFRS Financial Measures”.

5	Page

Management’s Discussion and Analysis

·	In January 2020, we extended the term of our strategic marketing collaboration agreement with Canada’s premier news media company, Postmedia Network Inc. (“Postmedia”), for an additional two years to the end of 2022, while decreasing our quarterly payments from $0.5M to $0.3M (the “Postmedia Extension”). We also issued additional 3.5-year warrants to acquire 350,000 common shares of Mogo at an exercise price of $3.54, which along with existing outstanding warrants held by Postmedia, were amended to an exercise price of $1.29 in June 2020 in exchange for Postmedia waiving certain amounts payable by Mogo through December 31, 2020.
·	In Q2 2019, we completed the Business Combination (as further described in Note 13 to our interim condensed consolidated financial statements) which included the acquisition of cash and an investment portfolio which, before transaction related expenses, had a total fair value of $30.3 million.

Mission

Mogo’s mission is to make it easy and engaging for consumers to get financially fit and live a more sustainable lifestyle.

Q2 2020 Update on COVID-19 Impact

Daily Operations and Safety

The rapid worldwide spread of COVID-19 has prompted governments to implement restrictive measures to curb the spread of the pandemic. During this period of uncertainty, our priority is to protect the health and safety of our employees, support and enforce government actions to slow the spread of COVID-19, and to continually assess and take appropriate actions to mitigate the risks to our business operations as a result of this pandemic.

We have implemented a COVID-19 response plan that includes a number of measures to safeguard against the spread of the virus at our offices and maintain regular communications with suppliers, customers and business partners to monitor any potential risks to our ongoing operations.Operationally, Mogo has shifted its employees to work remotely. Given the digital nature of our business, the customer experience has been wholly unchanged.

Digital Lending and Customer Support

Mogo has been working closely with customers to support them through this changing environment and has launched a Job Loss Action Plan for members, including payment programs for affected loan customers. In addition, measures have been taken to limit additional credit exposure during this uncertain time. Specific actions and results include:

·	To date we have provided approximately 6% of our loan customers with some form of relief, including reduced interest and deferred payments, with only about 1% of customers still on relief as at the date of this filing. The number of customers on relief options has reduced significantly over the second half of Q2 2020 as compared to March and April 2020.

| · | In the second quarter, we experienced a significant decrease in the rate of customer default relative to historical levels, which has continued in the third quarter to date. |

| · | In March 2020, we temporarily paused new on-balance sheet loan offers, instead focusing on servicing our existing members and loan customers, and directed a certain portion of the reduced loan demand to our lending partner. |

| · | Beginning in Q2 2020, we have taken a slow and measured approach to restarting new loan originations. We introduced an enhanced employment and income verification framework to help identify higher risk loan applications. New loan originations in the second quarter were minimal, consisting primarily of moderate increases in loan balances to existing customers in good standing, and loans to past customers who had previously paid in full. |

| · | We saw higher than historical average early loan repayments in the second quarter. Loan repayments in the third quarter to date have reduced from the levels seen in Q2 2020 but continue to remain slightly higher than the historical average. |

6	Page

Management’s Discussion and Analysis

Cash Flow and Operating Expenses

In light of the uncertain economic environment, Mogo has undertaken a thorough review of all its expenses and has implemented a plan to significantly reduce those expenses beginning in March 2020 and continuing into Q3 2020. This is an evolving situation and we will continue to evaluate and adapt on an ongoing basis. The following is a summary of improvements to cash flow based on actions and results to date:

Focus of Reducing Operating Expenses and Improving Cash Flow

Operating expense reduction initiatives resulted in $5.4 million reduction in Q2 2020 cash operating expenses^(1)^ relative to Q4 2019, with a focus on deferring growth investments in technology and development and marketing. Included in this target reduction were cash personnel costs that are capitalized to intangible assets. Some of these cost reductions relate to variable expenses such as marketing, for which some increase would be expected if we were to resume a higher level of loan originations. Refer to the below for a reconciliation of cash operating expenses, a non-IFRS measure, to operating expenses, the nearest IFRS measure:

(000s)

| | | | Three months ended Mar 31, 2020 | | | Three months ended Dec 31, 2019 | | | | Operating expenses | 7,638 | | $ | 10,045 | | $ | 10,689 | | | Add: Capitalized cost of intangible assets | 882 | | | 1,849 | | | 2,213 | |

| Depreciation and amortization | (2,287 | ) | | (2,225 | ) | | (2,042 | ) |

| Stock-based compensation | (460 | ) | | (214 | ) | | (177 | ) |

| Non-cash warrant expense | (516 | ) | | 245 | | | (68 | ) |

| Cash operating expenses | 5,257 | | | 9,700 | | | 10,615 | |

All values are in US Dollars.

·	We saw significant reductions to headcount including natural attrition and both temporary and permanent layoffs. We also implemented temporary salary reductions including a 40% reduction for our CEO and President & CFO, 5-20% for most of our other salaried employees and reduced hours for the majority of other hourly based employees.
·	Worked with vendors to ensure continuity of service at reduced rates, securing significant one-time and ongoing savings of cash operating expenses.
·	Temporary suspension of loan offers significantly reduced cash invested in loans receivable in Q2 2020. Net loan originations were $0.6 million in Q2 2020, compared to $8.1 million in Q1 2020. We expect to continue taking a cautious and measured approach in resuming higher levels of loan originations on a go-forward basis.
·	In Q2 2020, average monthly customer principal repayments on our line of credit products increased approximately 30% relative to Q1 2020.
·	In Q2 2020, we exercised our option to add interest payments to the principal balance of our non-convertible subordinated debentures, rather than making monthly interest payments in cash. As a result, Mogo paid $nil cash interest related to these debentures in Q2 2020 compared to $1.5 million in Q1 2020.

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^(1)^	For more information regarding our use of these non-IFRS measures and, where applicable, a reconciliation to the most comparable IFRS measure, see “Non-IFRS Financial Measures”.

7	Page

Management’s Discussion and Analysis

Risk Management and Critical Accounting Estimates

The current outbreak of COVID-19, and any future emergence and spread of similar pathogens, could have a material adverse effect on global and local economic and business conditions which may adversely impact our business and results of operations, and the operations of contractors and service providers. The overall economic impacts of COVID-19 could include an impact on our ability to obtain debt and equity financing or potential future decreases in revenue or the profitability of our ongoing operations.The extent of the impact that this pandemic may have on the Canadian economy and the Company’s business is currently highly uncertain and difficult to predict. Accordingly, there is a higher level of uncertainty with respect to management’s judgements and estimates at this time, particularly as it relates to the measurement of allowance for loan losses and fair valuation of our investment portfolio. We will continue to revisit our judgements and estimates where appropriate in future reporting periods as economic conditions surrounding the COVID-19 pandemic continue to evolve.

Financial Outlook

·	In Q2 2020, we reported net cash provided by (used in) operating and investing activities of $7.3 million, which exceeded our guidance range of $5.0 million to $6.0 million previously issued in our Q1 2020 MD&A, and the revised guidance range of $6.5 million to $7.0 million issued in our press release dated July 15, 2020, primarily due to better than expected loan repayment and default collections performance, and higher than expected operating cash expense savings. Refer to the “Cash Flow Summary” section on page 23 of this MD&A for further details on cash flows during the quarter.
·	In Q3 2020, we expect to continue generating positive cash provided by operating and investing activities.

(000s)

| | | | Three months ended June 30, 2019 | | | | Cash provided by (used in) operating activities | 8,229 | | $ | (5,596 | ) |

| Cash used in investing activities | (882 | ) | | (2,563 | ) |

| Cash provided by (used in) operating and investing activities | 7,347 | | | (8,159 | ) |

All values are in US Dollars.

8	Page

Management’s Discussion and Analysis

Financial Performance Review

The following provides insight on the Company’s financial performance by illustrating and providing commentary on its key performance indicators and operating results.

The key performance indicators that we use to manage our business and evaluate our financial results and operating performance consist of: core revenue^(1) (2)^, adjusted EBITDA^(1)^, adjusted cash net loss^(1)^, and Mogo members.^^We evaluate our performance by comparing our actual results to prior year results. In order to ensure we are able to continue to provide meaningful comparisons, during the fourth quarter of 2019 the Company changed certain prior period numbers to conform with the current presentation.

The tables below provide the summary of key performance indicators and their most comparable IFRS measures, for the applicable reported periods:

(000s, except percentages and average revenue per member)

| | | | 2019 | | | Change | | | 2020 | | | 2019 | | | Change | | | | IFRS Measures | | | | | | | | | | | | | | | | | |

| Revenue | 10,559 | | $ | 14,867 | | (29 | | %) | $ | 24,469 | | $ | 29,758 | | (18 | | %) |

| Net income (loss) and comprehensive income (loss) | (1,550 | ) | | 6,401 | | | n/a | | | (11,615 | ) | | 1,396 | | | n/a | | | Key Performance Indicators(1) | | | | | | | | | | | | | | | | | |

| Core revenue | 10,559 | | | 11,287 | | (6 | | %) | | 22,748 | | | 22,632 | | | 1 | % |

| Adjusted EBITDA | 5,197 | | | 1,587 | | | 227 | % | | 5,741 | | | 3,825 | | | 50 | % |

| Adjusted cash net income (loss) | 2,608 | | | (4,675 | ) | | n/a | | | (2,610 | ) | | (8,633 | ) | | (70 | %) |

All values are in US Dollars.

					As at

| Mogo members (000s) | | 1,040 | | 865 | | 20 | % |

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^(1)^	For more information regarding our use of these non-IFRS measures and, where applicable, a reconciliation to the most comparable IFRS measure, see “Non-IFRS Financial Measures”.

| ^(2)^ | In light of our exit from our bitcoin mining operations and the Liquid Sale, the Company has revised its definition of core revenue to exclude revenue from bitcoin mining and revenue related to Liquid loans. The prior period comparative figures for core revenue have also been revised to conform with this new definition. See “Non-IFRS Financial Measures” for a reconciliation of core revenue to amounts reported as such in prior periods. |

9	Page

Management’s Discussion and Analysis

Revenue^(3)^

Revenue was $10.6 million for the three months ended June 30, 2020, a decrease of 29% compared to $14.9 million in the three months ended June 30, 2019. Revenue was $24.5 million for the six months ended June 30, 2020, a decrease of 18% compared to $29.8 million in the six months ended June 30, 2019.

The revenue decreases result primarily from the previously announced Liquid Sale in Q1 2020 and discontinuation of bitcoin mining operations in Q3 2019. In the three and six months ended June 30, 2020, our exit from these revenue streams contributed to nil and $1.7 million of the decline in total revenue respectively, as compared to the same periods last year. In the three months ended June 30, 2020, a lower average loan book size also contributed to revenue decrease, as Mogo purposely levered down its balance sheet in the quarter to minimize credit risk exposure in light of the COVID-19 pandemic.

Net income (loss) and comprehensive income (loss)

Net income (loss) and comprehensive income (loss) was ($1.6) million in the three months ended June 30, 2020, compared to $6.4 million in the three months ended June 30, 2019. Net and comprehensive income in the comparable period in the prior year was driven by a $13.3 million gain on acquisition of Difference Capital Financial Inc. (“Difference”). Excluding this one-time gain on acquisition, net income (loss) and comprehensive income (loss) in the comparable prior period was ($6.9) million. The improvement from ($6.9) million to ($1.6) million in the current quarter is primarily driven by a $4.3 million reduction in operating expenses as a result of our previously announced cost reduction initiatives, a $1.2 million decrease in credit facility interest expense mainly due to the full repayment of the Credit Facility – Liquid, partially offset by a $0.8 million decline in gross profit over the same period.

Net income (loss) and comprehensive income (loss) was ($11.6) million in the six months ended June 30, 2020, compared to $1.4 million in the six months ended June 30, 2019. The variance was driven primarily by the factors noted above, as well as $3.3 million of unrealized losses on our investment portfolio in the six months ended June 30, 2020, a decline in the value of investment portfolio that we attribute primarily to reduced valuations as a result of the uncertainty surrounding COVID-19’s impact on the business of the investees.

Core revenue^(1) (2)^

Core revenue was $10.6 million for the three months ended June 30, 2020, a 6% decrease compared to $11.3 million in the same period in the prior year. This decrease was driven by a lower average loan book size and thus lower loan related revenues, as Mogo intentionally levered down its balance sheet in the current quarter to mitigate against credit risk during the COVID-19 pandemic. Customer repayments were also higher than historical average during Q2 2020 which also decreased the loan book size. Management is encouraged with the results to date of its measured approach to managing the loan portfolio, as we experienced lower rates of customer default in Q2 2020 relative to historical levels despite the challenges of COVID-19, and saw an improvement in the aging of the loan portfolio during Q2 2020.

In the six months ended June 30, 2020, core revenue was $22.7 million compared to $22.6 million in the comparative period in the prior year, as growth in subscription and services revenue driven by our partner lending platform was offset by a decrease in loan related revenues.

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^(1)^	For more information regarding our use of these non-IFRS measures and, where applicable, a reconciliation to the most comparable IFRS measure, see “Non-IFRS Financial Measures”.

| ^(2)^ | In light of our exit from our bitcoin mining operations and the Liquid Sale, the Company has revised its definition of core revenue to exclude revenue from bitcoin mining and revenue related to Liquid loans. The prior period comparative figures for core revenue have been revised to conform with this new definition. See “Non-IFRS Financial Measures” for a reconciliation of core revenue to amounts reported as such in prior periods. |

| ^(3)^ | During the fourth quarter of 2019, the Company changed certain prior period numbers to conform with current presentation. See the Selected Quarterly Information section for a reconciliation of the new presentation to previously reported amounts. |

10	Page

Management’s Discussion and Analysis

Adjusted EBITDA^(1)^**

Adjusted EBITDA was $5.2 million for the three months ended June 30, 2020, a 227% increase compared to $1.6 million in the same period last year. As described above, the improvement is driven primarily by a $4.3 million reduction in operating expenses, offset by a $0.8 million decrease in gross profit. This reduction in operating expenses is primarily attributable to significant cost reduction initiatives that we have implemented since March 2020, coupled with stronger than expected loan book performance during the COVID-19 pandemic. Although some of these cost reductions are temporary in nature, we expect that certain initiatives will result in permanent savings and efficiencies, which will provide us with an overall leaner cost structure going forwards.

In the six months ended June 30, 2020, adjusted EBITDA was $5.7 million, a 50% increase compared to $3.8 million in the prior period. This is driven by the factors noted above, partially offset by lower gross profit contribution due to the Liquid Sale in February 2020.

Adjusted cash net income (loss) ^(1)^

Adjusted cash net income (loss) was $2.6 million for the three months ended June 30, 2020, compared to ($4.7) million in the three months ended June 30, 2019. The $7.3 million improvement in adjusted cash net income (loss) is driven primarily by the $4.3 million reduction in operating expenses partially offset by $0.8 million lower gross profit, as described above. In addition, cash technology and development expenses capitalized to the balance sheet were reduced by $1.0 million compared to the same period last year, as a result of reductions in headcount. Further, there was a $1.5 million reduction in cash debenture interest expense in Q2 2020 as Mogo exercised its right to add debenture interest payable in the quarter to the principal balance of debentures outstanding, rather than through settlement in cash. There was also a $1.0 million reduction of cash credit facility interest expense in Q2 2020 compared to the same period last year, resulting from the paydown of the Credit Facility – Liquid in Q1 2020.

In the six months ended June 30, 2020, adjusted cash net income (loss) was ($2.6) million compared to ($8.6) million in the same period last year, with the improvement primarily due to the variances described above, partially offset by an incremental $1.2 million loan loss allowance booked in Q1 2020 due to uncertainty surrounding COVID-19, which allowance was increased by $0.6 million to $1.8 million in Q2 2020. Refer to the section “Loans receivable” on page 19 for additional details on the allowance for loan losses in light of the COVID-19 pandemic.

Mogo members

Our total member base has grown to 1,040,000 members as at June 30, 2020, from 865,000 members as at June 30, 2019, representing an increase of approximately 20% or 175,000 net members. Members increased by 18,000 relative to Q1 2020 representing a 2% increase compared to the previous quarter. The continuous increase in our member base, despite temporarily stopping performance marketing spend for the entirety of Q2 2020, reflects increased brand awareness through our marketing collaboration agreement with Postmedia and the continuing adoption of the Company’s new and existing products.

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^(1)^	For more information regarding our use of these non-IFRS measures and, where applicable, a reconciliation to the most comparable IFRS measure, see “Non-IFRS Financial Measures”.

11	Page

Management’s Discussion and Analysis

Results of Operations

The following table sets forth a summary of our results of operations for the three and six months ended June 30, 2020 and 2019:

(000s, except per share amounts)

| | | | | | **** | Six months ended June 30 | | | | | **** |

| | | **** | 2019(2) | | **** | 2020 | | **** | 2019(2) | | **** |

| Total revenue | 10,559 | | $ | 14,867 | | $ | 24,469 | | $ | 29,758 | |

| Cost of revenue | 987 | | | 4,495 | | | 6,502 | | | 8,726 | |

| Gross profit | 9,572 | | | 10,372 | | | 17,967 | | | 21,032 | |

| Technology and development expenses | 3,329 | | | 4,382 | | | 7,128 | | | 8,732 | |

| Marketing expenses | 621 | | | 2,393 | | | 1,859 | | | 4,049 | |

| Customer service and operations expenses | 1,210 | | | 2,144 | | | 3,363 | | | 4,117 | |

| General and administration expenses | 2,478 | | | 3,007 | | | 5,333 | | | 5,900 | |

| Operating expenses | 7,638 | | | 11,926 | | | 17,683 | | | 22,798 | |

| Loss from operations | 1,934 | | | (1,554 | ) | | 284 | | | (1,766 | ) |

| Credit facility interest expense | 1,580 | | | 2,788 | | | 4,146 | | | 5,446 | |

| Debenture and other financing expense | 2,114 | | | 2,030 | | | 4,207 | | | 4,069 | |

| Revaluation losses, net | 1,186 | | | 376 | | | 3,347 | | | 389 | |

| Gian on acquisition, net of transaction costs | - | | | (13,332 | ) | | - | | | (13,249 | ) |

| Other non-operating expenses | (1,396 | ) | | 183 | | | 199 | | | 183 | |

| Net income (loss) and comprehensive income (loss) | (1,550 | ) | | 6,401 | | | (11,615 | ) | | 1,396 | |

| Adjusted EBITDA(1) | 5,197 | | | 1,587 | | | 5,741 | | | 3,825 | |

| Adjusted cash net income (loss) (1) | 2,608 | | | (4,675 | ) | | (2,610 | ) | | (8,633 | ) |

| Net income (loss) per share (basic and diluted) | (0.06 | ) | | 0.27 | | | (0.42 | ) | | 0.06 | |

All values are in US Dollars.

_________

^(1)^	For more information regarding our use of these non-IFRS measures and, where applicable, a reconciliation to the most comparable IFRS measure, see “Non-IFRS Financial Measures”.
^(2)^	In Q4 2019, the Company changed certain prior period numbers to conform with current presentation. See the Selected Quarterly Information section for a reconciliation of the new presentation to previously reported amounts.

12	Page

Management’s Discussion and Analysis

Key Income Statement Components

Total revenue^(1)^

The following table summarizes total revenue for the three and six months ended June 30, 2020 and 2019:

(000s, except percentages)

| | | 2019 | | Change | | 2020 | | 2019 | | Change | | | Subscription and services revenue | 4,536 | $ | 6,485 | (30 | %) | $ | 10,347 | $ | 13,143 | (21 | %) |

| Interest revenue | 6,023 | | 8,382 | (28 | %) | | 14,122 | | 16,615 | (15 | %) |

| Total revenue | 10,559 | | 14,867 | (29 | %) | | 24,469 | | 29,758 | (18 | %) |

All values are in US Dollars.

Subscription and services revenue – represent MogoProtect subscriptions, MogoCard revenue, MogoMortgage brokerage commissions, premium account revenue, net loan protection premiums, MogoCrypto revenue, partner lending fee, revenue from our bitcoin mining operations (in comparative period only) and other fees and charges.

Interest revenue - represents interest on our long-term loan products. Our long-term loans fall into two categories: line of credit accounts and installment loans.

Total revenue for the three months period ended June 30, 2020 was $10.6 million, decreased by 29% from $14.9 million for the three months ended June 30, 2019, and 18% to $24.5 million from $29.8 million for the six months ended June 30, 2020 and 2019, respectively.

The revenue decreases result primarily from the previously announced Liquid Sale in Q1 2020 and discontinuation of bitcoin mining operations in Q3 2019. In the three and six months ended June 30, 2020, our exit from these revenue streams contributed to $3.4 million and $5.2 million of the decline in total revenue respectively, as compared to the same periods last year. In the three months ended June 30, 2020, a lower average loan book size also contributed to revenue decrease, as Mogo purposely levered down its balance sheet in the quarter to minimize credit risk exposure in light of the COVID-19 pandemic.

For the three months ended June 30, 2020, subscription and services revenue was $4.5 million, a 30% decrease compared to $6.5 million in the same period last year. For the six months ended June 30, 2020, subscription and services revenue decreased by 21% to $10.3 million from $13.1 million in the same period last year. The decrease in subscription and services revenue is primarily due to our strategic exit from bitcoin mining during Q3 2019 and to a loss of subscription and services related revenue associated with the Liquid Sale in February 2020.

For the three months ended June 30, 2020, interest revenue was $6.0 million, a 28% decrease compared to $8.4 million in the same period last year. For the six months ended June 30, 2020, interest revenue decreased by 15% to $14.1 million from $16.6 million in the same period last year. The decrease in interest revenue is primarily attributable to the Liquid Sale during Q1 2020.

__________

^(1)^

In Q4 2019, the Company retrospectively adjusted the accounting for loan protection revenue and associated costs. Historically, the Company had presented the amounts paid by borrowers for loan protection as part of its revenues, and the associated costs paid to insurers for loan protection as part of its transaction costs. Under the new presentation, the Company is presenting revenue net of expenses. This results in a decrease in revenue and a corresponding decrease in transaction costs by $1.5 and $3.0 million for the three and six months period ended June 30, 2020 respectively. See the Selected Quarterly Information section for a reconciliation of revenue under the new presentation to our previously reported amounts.

13	Page

Management’s Discussion and Analysis

Cost of revenue

The following table summarizes the cost of revenue for the three and six months ended June 30, 2020 and 2019:

(000s, except percentages)

| | | | 2019 | | | Change | | | 2020 | | | 2019 | | | Change | | | | Provision for loan losses, net of recoveries | 973 | | $ | 4,318 | | | (77 | %) | $ | 6,311 | | $ | 8,381 | | | (25 | %) |

| Transaction costs(1) | 14 | | | 177 | | | (92 | %) | | 191 | | | 345 | | | (45 | %) |

| Cost of revenue | 987 | | | 4,495 | | | (78 | %) | | 6,502 | | | 8,726 | | | (25 | %) |

| As a percentage of total revenue | 9 | % | | 30 | % | | | | | 27 | % | | 29 | % | | | |

All values are in US Dollars.

Cost of revenue consists of provision for loan losses, net of recoveries, and transaction costs. Provision for loan losses, net of recoveries, represents the amounts charged against income during the period to maintain an adequate allowance for loan losses. Our allowance for loan losses represents our estimate of the expected credit losses (“ECL”) inherent in our portfolio and is based on various factors including the composition of the portfolio, delinquency levels, historical and current loan performance, expectations of future performance, and general economic conditions.

Cost of revenue was $1.0 million for the three months ended June 30, 2020, a 78% decrease compared to $4.5 million in the same period last year. For the six months ended June 30, 2020, cost of revenue decreased by 25% to $6.5 million from $8.7 million in the same period last year. The decrease is primarily related to a lower provision for loan losses as Mogo experienced lower than historical average defaults and above average principal repayments in the current quarter despite the economic challenges presented by the COVID-19 pandemic, resulting in an improvement in the aging of the loan portfolio during Q2 2020.

As at June 30, 2020, Mogo’s COVID-19 related loan allowance was $1.8 million, which has already been expensed and reflected in the provision for loan losses for the six months ended June 30, 2020. We believe we are adequately provisioned to absorb any potential future material shocks to the loan book as a result of any further deterioration in COVID-19 conditions. Please note that IFRS 9 requires the use of forward-looking indicators when measuring ECL, which can result in upfront recognition of expense prior to any actual occurrence of a default event. As a result of uncertain economic conditions arising from the COVID-19 pandemic, we have applied a probability weighted approach in applying these forward-looking indicators to measure incremental ECL. This approach involved multiple stress scenarios and a range of potential outcomes. Factors considered in determining the range of ECL outcomes include varying degrees of possible length and severity of a recession, the effectiveness of collection strategies implemented to assist customers experiencing financial difficulty, the extent to which government subsidies will continue to be available as the COVID-19 pandemic continues, and the level of loan protection insurance held by customers within our portfolio. We will continue to revisit assumptions under this methodology in upcoming quarters as economic conditions evolve.

Transaction costs are expenses that relate directly to the onboarding and processing of new customers (excluding marketing) and include expenses such as credit scoring fees, loan system transaction fees and certain fees related to the MogoCard and MogoProtect programs. Transaction costs were negligible for the three months ended June 30, 2020 compared to $0.2 million in the same period last year. For the six months ended June 30, 2020, transaction cost decreased by 45% to $0.2 million from $0.3 million in the same period last year. The decrease in transaction costs is primarily due to reductions in loan origination activity in the quarter as part of our measured approach to managing our loan book to mitigate against credit risk during the COVID-19 pandemic, and discounts received from our suppliers.

___________

^(1)^

In Q4 2019, the Company retrospectively adjusted the accounting for loan protection revenue and associated costs. Historically, the Company had presented costs associated with loan protection as part of transaction costs. Under the new presentation, the Company is presenting revenue net of expenses. This results in a decrease in revenue and a corresponding decrease in transaction costs by $1.5 million and $3.0 million for the three and six month periods ended June 30, 2020 respectively. See the Selected Quarterly Information section for a reconciliation of revenue under the new presentation to our previously reported amounts.

14	Page

Management’s Discussion and Analysis

Technology and Development Expenses

The following table provides the technology and development expenses for the three and six months ended June 30, 2020 and 2019:

(000s, except percentages)

| | | | 2019 | | | Change | 2020 | | | 2019 | | | Change | | | | Technology and development expenses | 3,329 | | $ | 4,382 | | (24%) | $ | 7,128 | | $ | 8,732 | | | (18 | %) |

| As a percentage of total revenue | 32 | % | | 29 | % | | | 29 | % | | 29 | % | | | |

All values are in US Dollars.

Technology and development expenses consist primarily of personnel and related costs of our product development, business intelligence, and information technology infrastructure employees. Associated expenses include third‑party data acquisition expenses, professional services, expenses related to the development of new products and technologies and maintenance of existing technology assets, depreciation, amortization of capitalized software costs related to our technology platform, and for the comparative period only, hosting costs relating to servers and bitcoin mining equipment.

Technology and development expenses decreased by 24% to $3.3 million from $4.4 million for the three months ended June 30, 2020 compared to the same period last year. For the six months ended June 30, 2020, technology and development expenses decreased by 18% to $7.1 million from $8.7 million in the same period last year. Technology and development expenses as a percentage of total revenue increased marginally from 29% to 32% for the three months ended June 30, 2020 and remained the same at 29% for the six months ended June 30, 2019, compared to the same periods last year. The decrease is primarily due to exiting Bitcoin mining in the third quarter of 2019 and reductions in employee headcount as per our COVID-19 Response Plan we announced in late March 2020 to reduce cash expenses.

The capitalization of technology and development expenses decreased by 57% to $0.9 million from $2.1 million for the three months ended June 30, 2020 and 2019, respectively. For the six months ended June 30, 2020, capitalization decreased by 36% to $2.7 million from $4.2 million compared to same period last year. The variance is primarily related to the decrease in employee headcount as discussed above.

Marketing Expenses

The following table provides the marketing expenses for the three and six months ended June 30, 2020 and 2019:

(000s, except percentages)

| | | | 2019 | | | Change | | | 2020 | | | 2019 | | | Change | | Marketing expenses | 621 | | $ | 2,393 | | | (74 | %) | $ | 1,859 | | $ | 4,049 | | (54%) |

| As a percentage of total revenue | 6 | % | | 16 | % | | | | | 8 | % | | 14 | % | |

All values are in US Dollars.

Marketing expenses consist of direct marketing and advertising costs related to online and offline customer acquisition costs (paid search advertising, search engine optimization costs, and direct mail), quarterly payments to Postmedia, public relations, promotional event programs and corporate communications.

15	Page

Management’s Discussion and Analysis

Marketing expenses decreased by 74% to $0.6 million from $2.4 million for the three months ended June 30, 2020 and 2019 respectively. For the six months ended June 30, 2020, marketing expenses decreased by 54% to $1.9 million from $4.0 million in the same period last year. Marketing expenses as a percentage of total revenue decreased to 6% from 16% for the three months ended June 30, 2020 and 8% from 14% for the six months ended June 30, 2020, compared to the same periods last year.

The decrease in marketing expense is primarily due to reduced paid search advertising costs as a result of our previously announced decision to temporarily suspend loan originations in early Q2 2020. Further, there was a reduction in Postmedia related costs after we entered into an agreement to reduce fixed quarterly cash payments in connection with the extension of the agreement to January 2023, offset by increased non-cash warrant expenses.

Customer Service and Operations Expenses

The following table provides the customer service and operations (“CS&O”) expenses for the three and six months ended June 30, 2020 and 2019:

(000s, except percentages)

| | | | | | **** | Percentage | Six months ended June 30 | | | | | **** | Percentage | **** |

| | | **** | 2019 | | **** | Change | 2020 | | **** | 2019 | | **** | Change | | | Customer Service and Operations expenses | 1,210 | | $ | 2,144 | | (44%) | $ | 3,363 | | $ | 4,117 | | (18 | %) |

| As a percentage of total revenue | 11 | % | | 14 | % | | | 14 | % | | 14 | % | | |

All values are in US Dollars.

CS&O expenses consist primarily of salaries and personnel‑related costs for customer support, payment processing and collections employees. Associated expenses include third-party expenses related to credit data sources and collections.

CS&O expenses decreased by 44% to $1.2 million from $2.1 million for the three months ended June 30, 2020 and 2019 respectively. For the six months ended June 30, 2020, CS&O expenses decreased by 18% to $3.4 million from $4.1 million in the same period last year. CS&O expenses as a percentage of total revenue decreased to 11% from 14% for the three months ended June 30, 2020 and 2019 respectively, and remained flat at 14% for the six months ended June 30, 2020 and 2019, respectively.

The decrease in CS&O expense is primarily due to a decrease in personnel related costs and lower credit scoring expenses as a result of our previously announced decision to temporarily suspend loan originations in early Q2 2020.

General and Administration Expenses

The following table provides the general and administration expenses (“G&A”) for the three and six months ended June 30, 2020 and 2019:

(000s, except percentages)

| | | | 2019 | | | Change | | 2020 | | | 2019 | | | Change | | General and administration expenses | 2,478 | | $ | 3,007 | | | (18%) | $ | 5,333 | | $ | 5,900 | | (10%) |

| As a percentage of total revenue | 23 | % | | 20 | % | | | | 22 | % | | 20 | % | |

All values are in US Dollars.

16	Page

Management’s Discussion and Analysis

G&A expenses consist primarily of salary and personnel related costs for our executive, finance and accounting, credit analysis, underwriting, legal and compliance, fraud detection and human resources employees. Additional expenses include consulting and professional fees, insurance, legal fees, occupancy costs, travel and other corporate expenses.

G&A expenses decreased by 18% to $2.5 million from $3.0 million for the three months ended June 30, 2020 and 2019 respectively. For the six months ended June 30, 2020, G&A expenses decreased by 10% to $5.3 million from $5.9 million in the same period last year. G&A expenses as a percentage of total revenue increased to 23% from 20% for the three months ended June 30, 2020 and 22% from 20% for the six months ended June 30, 2020, compared to the same periods last year.

G&A expenses decreased primarily due to reductions in headcount and temporary reductions in salaries of our employees, along with reductions in discretionary expenditures.

Credit Facility Interest Expense

The following table provides a breakdown of credit facility interest expense for the three and six months ended June 30, 2020 and 2019:

(000s, except percentages)

| | | | 2019 | | | Change | | | 2020 | | | 2019 | | | Change | | | | Credit facility interest expense – Liquid | - | | $ | 1,061 | | | (100 | %) | $ | 909 | | $ | 2,009 | | | (55 | %) |

| Credit facility interest expense – Other | 1,580 | | | 1,727 | | | (9 | %) | | 3,237 | | | 3,437 | | | (6 | %) |

| Total credit facility interest expense | 1,580 | | | 2,788 | | | (43 | %) | | 4,146 | | | 5,446 | | | (24 | %) |

| As a percentage of total revenue | 15 | % | | 19 | % | | | | | 17 | % | | 18 | % | | | |

All values are in US Dollars.

Credit facility interest expense relates to the costs incurred in connection with our Credit Facility – Other, and prior to the Liquid Sale in Q1 2020 our Credit Facility – Liquid which has now been repaid in full. It includes interest expense and the amortization of deferred financing costs.

Credit facility interest expense decreased by 43% to $1.6 million from $2.8 million for the three months ended June 30, 2020 and 2019 respectively. For the six months ended June 30, 2020, credit facility interest expense decreased by 24% to $4.1 million from $5.4 million in the same period last year. These decreases were driven by the extinguishment of the Credit Facility – Liquid during Q1 2020, along with repayments to the Credit Facility - Other resulting in lower interest payments on this facility as well.

Credit facility interest expense is expected to decline further in Q3 2020 as a result of our previously announced amendment to the Credit Facility – Other. This amendment, which became effective July 2, 2020, reduces the interest rate on this facility by 400 basis points.

17	Page

Management’s Discussion and Analysis

Other (Income) and Expense

The following table provides a breakdown of other (income) and expense by type for the three and six months ended June 30, 2020 and 2019:

(000s, except percentages)

| | | | 2019 | | | Change | | | 2020 | | 2019 | | | Change | | | | Debenture and other financing expense | 2,114 | | $ | 2,030 | | | 4 | % | $ | 4,207 | $ | 4,069 | | | 3 | % |

| Revaluation losses, net | 1,186 | | | 376 | | | 215 | % | | 3,347 | | 389 | | | 760 | % |

| Gain on acquisition, net of transaction costs | - | | | (13,332 | ) | | n/a | | | - | | (13,249 | ) | | n/a | |

| Other non-operating (income) expenses | (1,396 | ) | | 183 | | | n/a | | | 199 | | 183 | | | 9 | % |

| Total other (income) and expense | 1,904 | | | (10,743 | ) | | n/a | | | 7,753 | | (8,608 | ) | | n/a | |

All values are in US Dollars.

Total other (income) and expense was $1.9 million in the three months ended June 30, 2020, compared to ($10.7) million in the same period last year. For the six months ended June 30, 2020, total other (income) and expense was $7.8 million compared to ($8.7) million in the same period last year. This is primarily attributable to the gain on acquisition resulting from the Business Combination with Difference during Q2 2019, offset by unrealized losses on our investment portfolio recognized within revaluation gains and losses, net, in 2020. Additionally, the impact of the gain on Liquid Sale net of credit facility prepayment expenses and restructuring costs incurred during Q1 2020 contributed to the variance.

Debenture and other financing expense consist of interest expense, accretion of transaction costs related to our non-convertible and convertible debentures, and interest expense related to our lease liabilities resulting from IFRS 16. The debenture and other financing expense remained relatively flat for the three and six months ended June 30, 2020 compared to the same period last year.

Revaluation (gains) and losses, net, for the three and six months ended June 30, 2020 are primarily due to $0.9 million and $3.3 million of net unrealized losses booked on our investment portfolio, respectively, related to the fair market value adjustment of certain companies within the portfolio, partially offset by a $0.3 million gain on other receivable. The COVID-19 pandemic and related public health restrictions and shutdowns of non-essential businesses have caused severe disruption in the Canadian and global economies and have adversely impacted the valuation of many public companies that are comparable to companies within our investment portfolio. As a result, we have written down the fair value of these companies to reflect the general economic conditions and the impact of COVID-19. The net unrealized losses on investments include $0.8 million and $3.7 million of losses attributable to COVID-19 for the three and six months ended June 30, 2020 respectively.

In Q2 2020, we determined that we qualified for the Canadian Emergency Wage Subsidy and accrued ($1.3) million of other income as a result in other non-operating (income) expenses. Other non-operating expenses in Q1 2020 also included net expense of $0.8 million resulting from prepayment expense on the Credit Facility – Liquid offset by the gain on sale of Liquid, and $0.7 million of restructuring and other expenses.

18	Page

Management’s Discussion and Analysis

Selected Quarterly Information

(000s, except per share amounts)

| | | | | | | 2019 | | | | | | | | | | | | | | 2018 | | |

| Total revenue(3) | 10,559 | | $ | 13,910 | | $ | 15,018 | | $ | 15,029 | | $ | 14,867 | $ | 14,891 | | $ | 14,682 | | $ | 14,208 | |

| Net income (loss) and comprehensive income (loss) | (1,550 | ) | | (10,065 | ) | | (6,188 | ) | | (6,033 | ) | | 6,401 | | (5,005 | ) | | (4,971 | ) | | (7,045 | ) | | Net income (loss) per common share (basic and diluted) | (0.06 | ) | | (0.36 | ) | | (0.24 | ) | | (0.22 | ) | | 0.27 | | (0.21 | ) | | (0.22 | ) | | (0.31 | ) | | Non-IFRS Financial Measures(1) | | | | | | | | | | | | | | | | | | | | | | |

| Core revenue(2) | 10,559 | | | 12,186 | | | 12,355 | | | 12,190 | | | 11,287 | | 11,345 | | | 11,393 | | | 10,760 | |

| Adjusted EBITDA | 5,197 | | | 544 | | | 2,295 | | | 1,081 | | | 1,587 | | 2,238 | | | 2,072 | | | 1,045 | |

All values are in US Dollars.

Key Quarterly Trends

Total revenue has declined during last two quarters primarily due to the strategic sale of Liquid loan book in February 2020. Additionally, total revenue was impacted by the temporary suspension of our loan origination activities owing to COVID-19 pandemic in Q2 2020 as we worked to deleverage our balance sheet and reduce credit risk exposure. Total revenue has trended upwards since 2018 up until the two most recent quarters, driven by continuous growth in our subscription and services revenue and increasing uptake in our broadening portfolio of products and premium account subscription offerings. Interest revenue also trended upwards as we grew our long-term loan products between the first quarter of 2018 to second quarter of 2019. In the second half of 2019, as we transitioned to partner lending we maintained a flat loan book which resulted in flat interest revenue during that period. Accelerated growth in subscription and services and interest revenue generally outpaced the elimination of loan fees and our exit from bitcoin mining.

In Q2 2020, net income (loss) and comprehensive income (loss) improved over previous quarters primarily due to significant cost reduction initiatives implemented at the end of March 2020. Further, we experienced low loan defaults resulting in lower provision for loan losses. The combination of these factors more than offset the decrease in revenue in the quarter. In Q1 2020 and prior, fluctuations in net income (loss) and comprehensive income (loss) were driven by changes in non-cash related items such as the gain on acquisition in Q2 2019, and the initial Q1 2020 COVID-19 related charges to loan loss provision and unrealized loss on investments.

Adjusted EBITDA generally fluctuated within the same range from Q3 2018 to the end of 2019, and the decline in Q1 2020 was primarily attributable to the initial upfront COVID-19 allowance recorded to loan loss provision expense in that quarter, based on our estimate of future losses that would result from worsening economic conditions associated with COVID-19. In Q2 2020, the improvement in Adjusted EBITDA is driven primarily by a dedicated plan implemented in late March 2020 to significantly reduce operating expenses, and strong loan book performance despite the COVID-19 pandemic.

______________

^(1)^	For more information regarding our use of these non-IFRS measures and, where applicable, a reconciliation to the most comparable IFRS measure, see “Non-IFRS Financial Measures”.

| ^(2)^ | In light of our exit from our bitcoin mining operations and the Liquid Sale, the Company has revised its definition of core revenue to exclude revenue from bitcoin mining and revenue related to MogoLiquid loans. The prior period comparative figures for core revenue has also been revised to conform with this new definition. See “Non-IFRS Financial Measures” for a reconciliation of core revenue to amounts reported in previous periods. |

| ^(3)^ | During the fourth quarter of 2019, the Company changed certain prior period numbers to conform with current presentation. See next page for reconciliation to revenue previously stated before the impact of the presentation recast. |

19	Page

Management’s Discussion and Analysis

In Q4 2019, we retrospectively adjusted our accounting for loan protection revenue and associated costs. Historically, we had presented the amounts paid by borrowers for loan protection as part of revenues, and the associated costs paid to insurers for loan protection as part of transaction costs. Under the new presentation, we are presenting revenue net of expenses. The following table provides a reconciliation of revenue before the change in presentation to the new presentation. Since there is a corresponding reduction in transaction costs as well, this recast had no impact on either historical gross profit or net loss.

(000s,)

| | | | | 2019 | | | | | | | | | | | 2018 | | | | | |

| | | First Quarter | | Fourth Quarter | | Third Quarter | | | Second Quarter | | | First Quarter | | | Fourth Quarter | | | Third Quarter | | | | Total revenue, previously stated | 10,559 | $ | 13,910 | $ | 15,018 | $ | 16,585 | | $ | 16,378 | | $ | 16,351 | | $ | 16,108 | | $ | 15,419 | |

| Presentation recast | - | | - | | - | | (1,557 | ) | | (1,511 | ) | | (1,460 | ) | | (1,425 | ) | | (1,210 | ) |

| Total revenue | 10,559 | | 13,910 | | 15,018 | | 15,028 | | | 14,867 | | | 14,891 | | | 14,683 | | | 14,208 | |

All values are in US Dollars.

Key Balance Sheet Components

The following table provides a summary of the key balance sheet components as at June 30, 2020:

(000s)		As at

| | | December 31, 2019 | | | Cash | 7,485 | $ | 10,417 |

| Loans receivable, net | 48,348 | | 88,655 |

| Investment portfolio | 17,765 | | 20,790 |

| Total assets | 103,040 | | 151,098 |

| Total liabilities | 109,297 | | 149,346 |

All values are in US Dollars.

Total assets decreased by $48.1 million during the six months ended June 30, 2020, driven primarily by the Liquid Sale, loan principal paydowns and the reduction in fair value of investment portfolio as a result of COVID-19. Total liabilities decreased by $40.0 million during the six months ended June 30, 2020, driven primarily by the extinguishment of the Credit Facility – Liquid and paydowns on the Credit Facility – Other.

Loans receivable

The following table provides a breakdown of loans receivable as at June 30, 2020:

(000s)						As at

| | | | March 31, 2020 | | | December 31, 2019 | | | | Gross loans receivable | 60,662 | | $ | 70,260 | | $ | 104,675 | |

| Allowance for loan losses | (12,314 | ) | | (15,145 | ) | | (16,020 | ) |

| Net loans receivable | 48,348 | | | 55,115 | | | 88,655 | |

All values are in US Dollars.

The gross loans receivable portfolio was $60.7 million as at June 30, 2020, a decrease of 42% or $44.0 million compared to the balance as at December 31, 2019, the decrease being primarily attributable to the Liquid Sale in February 2020 and principal repayments on our line of credit loan products. The Liquid Sale in Q1 2020 resulted in the derecognition of $32.0 million gross loans receivable and $2.1 million of corresponding allowance.

20	Page

Management’s Discussion and Analysis

Reconciliation of allowance for loan losses as at June 30, 2020, December 31, 2019 and June 30, 2019 is as follows:

($000s)	Six months			Year			Six months

| | ended June 30, 2020 | | | ended December 31, 2019 | | | ended June 30, 2019 | | | | Allowance for loan losses, beginning of year | $ | 16,020 | | $ | 15,409 | | $ | 15,409 | |

| Derecognition of allowance associated with loan sale | | (2,131 | ) | | - | | | - | |

| Provision for loan losses | | 6,989 | | | 19,899 | | | 9,296 | |

| Loans charged-off | | (8,564 | ) | | (19,288 | ) | | (9,318 | ) |

| Allowance for loan losses, end of period | | 12,314 | | | 16,020 | | | 15,387 | |

The allowance for loan losses is reported on the Company’s balance sheet and is netted against gross loans receivable to arrive at the net loans receivable. The allowance for loan losses represents our estimate of the expected credit losses (“ECL”) inherent in our loan portfolio. Refer to Note 5 of the interim condensed consolidated financial statements for a breakdown of gross loans receivable and allowance for loan losses by aging category based on their IFRS 9 ECL measurement stage. The Company assesses its allowance for loan losses at each reporting date. Increases in the provision for loan losses, net of recoveries, are recorded as a cost of revenue in the interim condensed consolidated statement of operations and comprehensive loss.

The allowance for loan losses was $12.3 million as at June 30, 2020, a decrease of $3.7 million compared to December 31, 2019, and a decrease of $2.8 million sequentially from the balance of $15.1 million as at the end of Q1 2020. During Q1 2020, the Liquid Sale resulted in a $2.1 million derecognition of corresponding allowance, offset by a $1.2 million incremental allowance booked in respect of potential future losses arising from COVID-19 as a result of the requirement under IFRS 9 to account for forward-looking indicators when determining the allowance.

The allowance for loan losses decreased in Q2 2020 as a result of lower than historical default rates, and higher than historical principal repayments resulting in the release of previously booked allowance. Allowance for loan losses as a percentage of gross loans receivable decreased in Q2 2020 from Q1 2020 despite Mogo increasing its COVID-19 related loan allowance to $1.8 million in Q2 2020, up $0.6 million from $1.2 million in Q1 2020. We believe we are adequately provisioned to absorb any material shocks to the loan book as a result of any further deterioration in COVID-19 conditions, and it should be noted that this upfront COVID-19 related allowance has already been reflected in our provision for loan losses through the end of Q2 2020 in the interim condensed consolidated statements of operations and comprehensive loss. Refer to the “Cost of revenue” section above for further discussion of the impact of COVID-19 on the allowance for loan losses.

The Company reserves and charges off consumer loan amounts to the extent that there is no reasonable expectation of recovery, once the loan or a portion of the loan has been classified as past due for more than 180 consecutive days. Recoveries on loan amounts previously charged off are credited against the provision for loan losses when collected.

In the opinion of management, the Company has provided adequate allowances to absorb probable credit losses inherent in its loan portfolio based on available and relevant information affecting the loan portfolio at each balance sheet date. The Company cannot guarantee that delinquency and loss levels will correspond with the historical levels experienced and there is a risk that delinquency and loss rates could change significantly.

Transactions with Related Parties

Related party transactions during the three and six months ended June 30, 2020 include transactions with debenture holders that incur interest. The related party debentures balance as at June 30, 2020 totaled $362 (December 31, 2019 – $348) with principal amounts maturing on July 2, 2022, being the maturity date of the Credit Facility – Other. The debentures bear annual interest rates from 10.0% to 18.0% (December 31, 2019 – 10.0% to 18.0%) with interest expense for three and six months ended June 30, 2020 totaling $14 and $25, respectively (three and six months ended June 30, 2019 - $23 and $47, respectively). These debentures are subordinated to the Credit Facility – Other. The related parties involved in such transactions were (i) a member of the family of Gregory Feller, a director and officer of the Company; (ii) David Feller, a director and officer of the Company; and (iii) key management personnel and members of their families. The debentures are ongoing contractual obligations that are used to fund our corporate and operational activities.

21	Page

Management’s Discussion and Analysis

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have, or are likely to have, a current or future material effect on our consolidated financial position, financial performance, liquidity, capital expenditures or capital resources.

Liquidity and Capital Resources

To date the Company has funded its lending activities, expenses and losses primarily through the proceeds of its initial public offering which raised $50 million in 2015, subsequent issuance of common shares and convertible debentures, prior private placements of preferred shares, placements of debentures, credit facilities, and cash from operating activities. The Business Combination with Difference in the second quarter of 2019 also added to the Company’s capital resources and strengthened its financial position with an investment portfolio valued at $17.8 million as at June 30, 2020 which the Company is actively seeking to monetize. In the first quarter of 2020, the Company completed the Liquid Sale: being the sale of a majority of its MogoLiquid loan portfolio for total gross consideration of $31.6 million, using the proceeds to extinguish its Credit Facility - Liquid. In order to support its growth strategy, the Company gives consideration to additional financing options including accessing the capital markets for additional equity or debt, monetization of our investment portfolio, increasing the amount of long-term debentures outstanding or increasing availability under existing or new credit facilities.

We manage our liquidity by continuously monitoring revenues, expenses and cash flow compared to budget. To maintain adequate liquidity, the long-term business goal of the Company is to diversify its funding sources. The purpose of diversification by source, geographic location and maturity is to mitigate liquidity and funding risk by ensuring that the Company has in place alternative sources of funds that strengthen its capacity to withstand a variety of market conditions and support its long-term growth. Management expects that they will be able to refinance any outstanding amounts owing under the Credit Facilities or our long-term debentures and may consider the issuance of shares in satisfaction of amounts owing under the convertible debentures, in each case as they become due and payable. The debentures are subordinated to the Credit Facility – Other which has the effect of extending the maturity date of the debentures to the later of contractual maturity or the maturity date of Credit Facility – Other, being July 2, 2022.

On December 31, 2019, the Company amended its Credit Facility – Other. The amendments lower the effective interest rate as of July 2, 2020 and extend the maturity date of the facility by two years from July 2, 2020 to July 2, 2022. The amendments also increased the available loan capital from $50 million to $60 million, though this was reduced back down to $50 million on a subsequent amendment effective June 29, 2020.

22	Page

Management’s Discussion and Analysis

Cash Flow Summary

The following table provides a summary of cash inflows and outflows by activity for the three and six months ended June 30, 2020 and 2019:

(000s)

| | | | 2019 | | | 2020 | | | 2019 | | | | Cash provided by (used in) operating activities before investment in gross loans receivable(1) | 2,773 | | $ | 1,376 | | $ | 2,417 | | $ | 4,229 | |

| Proceeds from sale of loan book | - | | | - | | | 31,572 | | | - | |

| Cash provided by (invested in) loans receivable | 5,456 | | | (6,972 | ) | | 3,428 | | | (14,307 | ) |

| Cash provided by (used in) operating activities | 8,229 | | | (5,596 | ) | | 37,417 | | | (10,078 | ) |

| Cash used in investing activities | (882 | ) | | (2,563 | ) | | (2,753 | ) | | (4,735 | ) |

| Cash provided by (used in) financing activities | (6,386 | ) | | 11,942 | | | (37,596 | ) | | 14,432 | |

| Net increase (decrease) in cash for the period | 961 | | | 3,783 | | | (2,932 | ) | | (381 | ) |

All values are in US Dollars.

Net cash generated (used in) in the three months ended June 30, 2020 was $1.0 million of inflow, driven by $8.2 million generated from operating activities, of which $6.3 million was used to pay down long term debt in Q2 2020 and deleverage our balance sheet. In contrast, the $3.7 million generated in the comparative prior quarter was driven by $12.3 million of financing cash inflows related to the acquisition of Difference in June 2019, offset by a combined cash (used in) operating and investing activities of ($8.2) million in the three months ended June 30, 2019.

Net cash generated (used in) the six months ended June 30, 2020 was ($2.9) million compared to $(0.4) million in the same period last year. Excluding the one-time $12.3 million financing cash inflows in the prior period related to the acquisition of Difference, there was a $9.8 million reduction in cash use in the current period, driven by higher cash generated from the loan book. The proceeds from the sale of the Liquid loan book were used primarily to pay down the Credit Facility - Liquid in February 2020.

Cash provided by (used in) operating activities

Our operating activities consist of our subscription and services revenue inflows, our cash operating and interest expense outflows, as well as the funding and servicing of our loan products, including the receipt of principal and interest payments from our loan customers, and payment of associated direct costs and receipt of associated fees.

Cash provided by (used in) operating activities before investment in gross loans receivable was $2.8 million in the three months ended June 30, 2020, increased from $1.4 million in the same period last year. This was achieved despite $3.9 million more cash used in working capital in Q2 2020 compared to Q2 2019, as we paid down more outstanding payables in Q2 2020 compared to Q2 2019. Cash flow savings on operating expenses and interest expense from our cost reduction initiatives were the primarily drivers of this improvement, partially offset by lower revenue.

Cash provided by (invested in) loans receivable was $5.5 million in the three months ended June 30, 2020, compared to ($7.0) million in the three months ended June 30, 2019. This was the result of management temporarily pausing loan originations in the second quarter of 2020 and experiencing higher than historical average loan repayments, compared to the same period last year where we were investing in the loan book.

Overall, cash provided by (used in) operating activities increased to $8.3 million in the three months ended June 30, 2020, compared to ($5.6) million in the comparative period, an increase of $13.9 million.

In the six months ended June 30, 2020, cash provided by (used in) operating activities was $37.4 million, an increase of $47.5 million compared to ($10.1) million in the same period last year, due to the reasons above along with $31.6 million of proceeds from the sale of the Liquid loan book in February 2020, partially offset by net investment in the loan book in Q1 2020.

23	Page

Management’s Discussion and Analysis

Cash used in investing activities

Our investing activities consist primarily of capitalization of software development costs, and the purchases of property, equipment and software. Capitalized software development costs and purchases of property, equipment and software may vary from period to period due to the timing of the expansion of our operations, changes in employee headcount and the development cycles of our internal‑use technology.

For the three months ended June 30, 2020, cash used in the purchase of equipment and investment in software was $0.9 million, a decrease of $1.7 million compared to $2.6 million in the same period in 2019. This is primarily due to a reduction in employee headcount in the current period which has reduced overall cash personnel expenses, including capitalizable personnel costs. Additionally, the prior period included $0.5 million of cash outflows related to bitcoin mining equipment, prior to our exit from bitcoin mining operations in Q3 2019.

For the six months ended June 30, 2020, cash used in the purchase of equipment and investment in software was $2.8 million, a decrease of $1.9 million compared to $4.7 million in the same period in 2019, for the same reasons as described above.

Cash provided by (used in) financing activities

Historically, our financing activities have consisted primarily of the issuance of our common shares, debentures, convertible debentures, and borrowings and repayments on our credit facilities.

Cash (used in) provided by financing activities in the three months ended June 30, 2020 was ($6.4) million, driven almost entirely by repayments on our long-term credit facilities. In contrast, cash (used in) provided by financing activities in the comparative prior year period was $11.9 million, driven primarily by $12.3 million of cash inflows related to the acquisition of Difference in June 2019.

Cash (used in) provided by financing activities in the six months ended June 30, 2020 was ($37.6) million, driven by repayments on our long-term credit facilities, including the early paydown of the Credit Facility – Liquid in connection with the sale of the Liquid loan book in Q1 2020. Comparatively, cash (used in) provided by financing activities was $14.4 million in the prior year period, driven by cash inflows related to the acquisition of Difference Capital and net borrowings on our credit facilities.

24	Page

Management’s Discussion and Analysis

Contractual Obligations

The following table shows contractual obligations as at June 30, 2020. Management will continue to refinance any outstanding amounts owing under the Credit Facilities or our long-term debentures as they become due and payable.

(000s)

| | | 2021 | | 2022 | | 2023 | | 2024 | | Thereafter | |

| Lease payments | 688 | | 1,382 | | 1,276 | | 1,253 | | 1,172 | | 3,805 |

| Trade payables | 4,557 | | - | | - | | - | | - | | - |

| Accrued wages and other expenses | 3,779 | | - | | - | | - | | - | | - |

| Interest – Credit Facility - Other (1) | 2,056 | | 4,113 | | 2,056 | | - | | - | | - |

| Interest – Debentures and convertible debentures | 3,720 | | 7,440 | | 3,415 | | - | | - | | - |

| Purchase obligations | 263 | | 1,052 | | 1,052 | | - | | - | | - |

| | 15,063 | | 13,987 | | 7,799 | | 1,253 | | 1,172 | | 3,805 |

| Credit Facility – Other | - | | - | | 39,170 | | - | | - | | - |

| Debentures and convertible debentures (2) | - | | - | | 57,178 | | - | | - | | - |

| | - | | - | | 96,348 | | - | | - | | - | | Total contractual obligations | 15,063 | | 13,987 | | 104,147 | | 1,253 | | 1,172 | | 3,805 |

All values are in US Dollars.

__________

^(1)^	Interest on credit facility is calculated based on LIBOR rates as at June 30, 2020.

| ^(2)^ | The Company has the right to add debenture interest to the principal balance of the debentures rather than payment in cash. Management has exercised this right as it relates to $2.0 million of debenture interest for March 2020 to July 2020. |

Disclosure of Outstanding Shares

Our authorized capital consisted of an unlimited number of common shares without par value and an unlimited number of preferred shares, issuable in one or more series. As of August 11, 2020, no preferred shares have been issued and the following common shares, and rights to acquire common shares, were outstanding:

Class of Security	Number outstanding (in 000s) as at August 11, 2020

| Common shares | | 28,848 |

| Stock options | | 4,685 |

| Restricted share units | | 99 |

| Common share purchase warrants | | 1,546 |

Risk Management

In the normal course of business, the Company is exposed to financial risk that arises from a number of sources. Management’s involvement in operations helps identify risks and variations from expectations. As a part of the overall operation of the Company, management takes steps to avoid undue concentrations of risk. These risks include credit, liquidity, foreign currency, and interest rate risk, among others, which are described further in the notes to the Company’s interim condensed consolidated financial statements for the three and six months ended June 30, 2020 and 2019.

25	Page

Management’s Discussion and Analysis

Non-IFRS Financial Measures

This MD&A makes reference to certain non-IFRS financial measures. Core revenue^(1)(2)^, adjusted EBITDA, adjusted cash net income (loss) and cash operating expenses are all non-IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS.

We use non‑IFRS financial measures to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. We believe that securities analysts, investors and other interested parties frequently use non‑IFRS financial measures in the evaluation of issuers. Our management also uses non‑IFRS financial measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our capital expenditure and working capital requirements. These non-IFRS financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results under IFRS. There are a number of limitations related to the use of non‑IFRS financial measures versus their nearest IFRS equivalents. Investors are encouraged to review our financial statements and disclosures in their entirety and are cautioned not to put undue reliance on any non‑IFRS financial measure and view it in conjunction with the most comparable IFRS financial measures. In evaluating these non‑IFRS financial measures, you should be aware that in the future we will continue to incur expenses similar to those adjusted in these non-IFRS financial measures.

Core revenue ^(1)(2)^

Core revenue is a non-IFRS financial measure that we calculate as total revenue less revenue from our bitcoin mining operations and revenue related to MogoLiquid loans. Core revenue is a measure used by our management and the Board to understand and evaluate trends within our core business given that we exited our bitcoin mining operations in the third quarter of 2019, and sold our MogoLiquid loan portfolio in the first quarter of 2020. Thus, we consider it important to highlight trends in revenue relating to our primary revenue segments. The following table presents a reconciliation of core revenue to total revenue, the most comparable IFRS financial measure, for each of the periods indicated:

(000s)

| | | 2019 | | | 2020 | | | 2019 | | | | Total revenue(2) | 10,559 | $ | 14,867 | | $ | 24,469 | | $ | 29,758 | |

| Less: Mining revenue | - | | (813 | ) | | - | | | (1,662 | ) |

| Less: MogoLiquid loan revenue | - | | (2,767 | ) | | (1,721 | ) | | (5,464 | ) |

| Core revenue | 10,559 | | 11,287 | | | 22,748 | | | 22,632 | |

All values are in US Dollars.

______________

^(1)^	In light of our exit from our bitcoin mining operations and the Liquid Sale, the Company has revised its definition of core revenue to exclude revenue from bitcoin mining and revenue related to MogoLiquid loans. The prior period comparative figures for core revenue have also been revised to conform with the new definition.

| ^(2)^ | During the fourth quarter of 2019, the Company changed certain prior period numbers to conform with current presentation. See the Selected Quarterly Information section for a reconciliation of revenue under the new presentation to our previously reported amounts. |

26	Page

Management’s Discussion and Analysis

The Company has adjusted its prior period comparatives as follows to conform with the new definition of core revenue:

(000s,)

| | | | | | 2019 | | | | | | | | | | | |

| | | First Quarter | | | Fourth Quarter | | | Third Quarter | | | Second Quarter | | | First Quarter | | | | Core revenue, previously stated | 10,559 | $ | 13,910 | | $ | 15,018 | | $ | 16,585 | | $ | 16,378 | | $ | 16,351 | |

| Presentation recast (2) | - | | - | | | - | | | (1,557 | ) | | (1,511 | ) | | (1,460 | ) |

| Less: Bitcoin mining revenue | - | | - | | | - | | | - | | | (813 | ) | | (849 | ) |

| Less: MogoLiquid loan revenue | - | | (1,721 | ) | | (2,663 | ) | | (2,838 | ) | | (2,767 | ) | | (2,698 | ) |

| Core revenue | 10,559 | | 12,189 | | | 12,355 | | | 12,190 | | | 11,287 | | | 11,344 | |

All values are in US Dollars.

Adjusted EBITDA

Adjusted EBITDA is a non-IFRS financial measure that we calculate as net loss and comprehensive loss excluding depreciation and amortization, stock based compensation, credit facility interest expense, debenture and other financing expense, revaluation (gains) and losses, net, and other non-operating expenses. Adjusted EBITDA is a measure used by management and the Board to understand and evaluate our core operating performance and trends. The following table presents a reconciliation of adjusted EBITDA to net loss and comprehensive loss, the most comparable IFRS financial measure, for each of the periods indicated:

(000s)

| | | | 2019 | | | 2020 | | | 2019 | | | | Net income (loss) and comprehensive income (loss) | (1,550 | ) | $ | 6,401 | | $ | (11,615 | ) | $ | 1,396 | |

| Depreciation and amortization | 2,287 | | | 1,941 | | | 4,512 | | | 4,063 | |

| Stock‑based compensation | 460 | | | 1,132 | | | 674 | | | 1,391 | |

| Non-cash warrant expense | 516 | | | 68 | | | 271 | | | 137 | |

| Credit facility interest expense | 1,580 | | | 2,788 | | | 4,146 | | | 5,446 | |

| Debenture and other financing expense | 2,114 | | | 2,030 | | | 4,207 | | | 4,069 | |

| Revaluation losses, net | 1,186 | | | 376 | | | 3,347 | | | 389 | |

| Gain on acquisition, net of transaction costs | - | | | (13,332 | ) | | - | | | (13,249 | ) |

| Other non-operating (income) expenses | (1,396 | ) | | 183 | | | 199 | | | 183 | |

| Adjusted EBITDA | 5,197 | | | 1,587 | | | 5,741 | | | 3,825 | |

All values are in US Dollars.

______________

^(1)^	In light of our exit from our bitcoin mining operations and the sale of our MogoLiquid loan portfolio, the Company has revised its definition of core revenue to exclude revenue from bitcoin mining and revenue related to MogoLiquid loans. The prior period comparative figures for core revenue have also been revised to conform with the new definition.

27	Page

Management’s Discussion and Analysis

Adjusted net loss and adjusted cash net loss

Adjusted net loss is a non-IFRS financial measure that we calculate as net loss and comprehensive loss excluding stock-based compensation, revaluation (gains) and losses, net, and other non-operating expenses. This measure differs from adjusted EBITDA in that adjusted net loss includes depreciation and amortization, credit facility interest expense and debenture and other financing expense, and thus comprises more elements of the Company’s overall net profit or loss. Adjusted net loss is a measure used by management and the Board to evaluate the Company’s overall financial performance.

Adjusted cash net loss is a non-IFRS financial measure that excludes from adjusted net loss depreciation and amortization, deferred financing costs, non-cash interest expense including interest added to principle, which are expenses recognized in the period that do not impact cash flow in that period, as well as other non-operating (income) and expenses. It also deducts capitalized intangible assets which are cash outflows in the period that get capitalized to the statement of financial position, rather than expensed through the statement of operations and comprehensive loss.Adjusted cash net loss is a measure used by our management and Board to evaluate core cash flow trends within the business. We believe that the adjustment out of net loss of certain non-cash related items, and inclusion of recurring capitalized cash costs, provides a useful gauge of underlying net cash flow in the business, excluding impacts of timing differences from changes in working capital. We expect that this metric will continue to be relevant for the remainder of the year as we implement our COVID-19 Response Plan to reduce ongoing cash operating expenses effective in the second quarter of 2020.

The following table presents a reconciliation of adjusted net loss and adjusted cash net loss to net loss and comprehensive loss, the most comparable IFRS financial measure, for each of the periods indicated:

($000s)	Three months ended June 30					****	Six months ended June 30					****

| **** | 2020 | | **** | 2019 | | **** | 2020 | | **** | 2019 | | | | Net income (loss) and comprehensive income (loss) | $ | (1,550 | ) | $ | 6,401 | | $ | (11,615 | ) | $ | 1,396 | |

| Stock‑based compensation | | 460 | | | 1,132 | | | 674 | | | 1,391 | |

| Non-cash warrant expense | | 516 | | | 68 | | | 271 | | | 137 | |

| Revaluation losses, net | | 1,186 | | | 376 | | | 3,347 | | | 389 | |

| Gain on acquisition, net of transaction costs | | - | | | (13,332 | ) | | - | | | (13,249 | ) |

| Other non-operating (income) expenses | | (1,396 | ) | | 183 | | | 199 | | | 183 | |

| Adjusted net (loss) | | (784 | ) | | (5,172 | ) | | (7,124 | ) | | (9,753 | ) | | Depreciation and amortization | | 2,287 | | | 1,941 | | | 4,512 | | | 4,063 | |

| Deferred financing cost amortization | | - | | | 123 | | | 222 | | | 245 | |

| Convertible debenture non-cash interest | | 482 | | | 507 | | | 1,005 | | | 1,010 | |

| Debentures interest expense added to principal | | 1,505 | | | - | | | 1,505 | | | - | |

| Capitalized cost of intangible assets | | (882 | ) | | (2,074 | ) | | (2,730 | ) | | (4,198 | ) |

| Adjusted cash net income (loss) | | 2,608 | | | (4,675 | ) | | (2,610 | ) | | (8,633 | ) |

28	Page

Management’s Discussion and Analysis

Cash operating expenses

Cash operating expenses is a non-IFRS financial measure that we calculate as operating expenses, including the cost of intangible assets capitalized to the balance sheet, and excluding depreciation and amortization, stock based compensation, and non-cash warrant expenses. Cash operating expenses is a measure used by management and the Board to evaluate the impact of our operating expenses as it relates to cash flow.

The following table presents a reconciliation of cash operating expenses to operating expenses, the most comparable IFRS financial measure, for each of the periods indicated:

(000s)

| | | | Three months ended Mar 31, 2020 | | | Three months ended Dec 31, 2019 | | | | Operating expenses | 7,638 | | $ | 10,045 | | $ | 10,689 | | | Add: Capitalized cost of intangible assets | 882 | | | 1,849 | | | 2,213 | |

| Depreciation and amortization | (2,287 | ) | | (2,225 | ) | | (2,042 | ) |

| Stock-based compensation | (460 | ) | | (214 | ) | | (177 | ) |

| Non-cash warrant expense | (516 | ) | | 245 | | | (68 | ) |

| Cash operating expenses | 5,257 | | | 9,700 | | | 10,615 | |

All values are in US Dollars.

Non-Financial Measures

Mogo members

Mogo members is not a financial measure. Mogo members refers to the number of individuals who have signed up for one or more of our products and services including: MogoMoney, MogoProtect, MogoSpend, MogoMortgage, MogoCrypto, our premium account subscription offerings, free credit score with free monthly credit score monitoring, unique content, or events. People cease to be Mogo members if they do not use any of our products or services for 12 months and have a deactivated account. Reported Mogo members may overstate the number of unique individuals who actively use our products and services within a 12-month period, as one individual may register for multiple accounts whether inadvertently or in a fraudulent attempt. Customers are Mogo members who have accessed one of our revenue generating products, including MogoMoney, MogoProtect, MogoSpend, MogoMortgage, MogoCrypto, and our premium account subscription offerings. Management believes that the size of our Mogo member base is one of the key drivers of the Company’s future performance. Our goal is to continue to grow and monetize our member base as we build our digital financial platform, launch new products and strive to build the largest digital financial brand in Canada.

29	Page

Management’s Discussion and Analysis

Critical Accounting Estimates

The preparation of the interim condensed consolidated financial statements requires management to make estimates, assumptions and judgments that affect the reported amount of assets and liabilities, and the reported amount of revenues and expenses during the period. Actual results may differ from these estimates. Estimates, assumptions, and judgments are reviewed on an ongoing basis. Revisions to accounting estimates are recognized on a prospective basis beginning from the period in which they are revised.

Significant estimates and judgments include the capitalization of intangible assets, valuation of long-lived assets, allowance for loan losses, fair value of privately held investments, share-based payments, income taxes, and derivative financial liability, which are described further in the notes to the Company’s consolidated financial statements for the year ended December 31, 2019.

Changes in Accounting Policies including Initial Adoption

Recent IFRS standards adopted in 2020

Certain new or amended standards and interpretations became effective on January 1, 2020, but do not have an impact on the interim condensed consolidated financial statements of the Company. The Company has not adopted any standards or interpretations that have been issued but are not yet effective.

Significant accounting policies

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2019, except for the new policies discussed in note 3 to the interim condensed consolidated financial statements.

Controls and Procedures

The Company’s CEO and CFO are responsible for establishing and maintaining disclosure controls and procedures for the Company. The Company maintains a set of disclosure controls and procedures designed to provide reasonable assurance that information required to be publicly disclosed is recorded, processed, summarized and reported on a timely basis. The CEO and CFO have evaluated the design of the Company’s disclosure controls and procedures at the end of the quarter and based on the evaluation, the CEO and CFO have concluded that the disclosure controls and procedures are effectively designed.

Internal Controls over Financial Reporting

The Company’s internal controls over financial reporting (“ICFR”) are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company’s management is responsible for establishing and maintaining adequate ICFR for the Company. Management, including the CEO and CFO, does not expect that the Company’s ICFR will prevent or detect all errors and all fraud or will be effective under all future conditions. A control system is subject to inherent limitations and even those systems determined to be effective can provide only reasonable, but not absolute, assurance that the control objectives will be met with respect to financial statement preparation and presentation. The Company’s management under the supervision of the CEO and CFO has evaluated the design of the Company’s ICFR based on the Internal Control – Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. As at June 30, 2020, management assessed the design of the Company’s ICFR and concluded that such ICFR is appropriately designed, and that there are no material weaknesses in the Company’s ICFR that have been identified by management. There have been no changes in the Company's internal control over financial reporting during the period that have materially affected, or are likely to materially affect, the Company's internal control over financial reporting.

30	Page

mogo_ex992.htm

Mogo Inc.

Unaudited Interim Condensed Consolidated Financial Statements

For the six months ended June 30, 2020 and 2019

1

Mogo Inc.<br><br>Interim Condensed Consolidated Statement of Financial Position<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian Dollars)

	Note		June 30,<br><br>2020			December 31,<br><br>2019

| Cash and cash equivalent | | | | 7,485 | | | 10,417 | |

| Loans receivable | | 5 | | 48,348 | | | 88,655 | |

| Prepaid expenses, deposits and other assets | | | | 3,913 | | | 3,248 | |

| Investment portfolio | | 14 | | 17,765 | | | 20,790 | |

| Deferred costs | | | | - | | | 137 | |

| Property and equipment | | 7 | | 1,144 | | | 1,773 | |

| Right-of-use assets | | | | 4,193 | | | 4,821 | |

| Intangible assets | | 8 | | 20,192 | | | 21,257 | |

| Total assets | | | | 103,040 | | | 151,098 | | | Liabilities | | | | | | | | |

| Accounts payable and accruals | | | | 8,336 | | | 11,254 | |

| Lease liabilities | | | | 4,613 | | | 5,208 | |

| Credit facilities | | 9 | | 39,170 | | | 76,472 | |

| Debentures | | 10 | | 45,840 | | | 44,039 | |

| Convertible debentures | | 11 | | 11,338 | | | 12,373 | |

| Total liabilities | | | | 109,297 | | | 149,346 | | | Shareholders’ Equity (Deficit) | | | | | | | | |

| Share capital | | 18(a) | | 96,810 | | | 94,500 | |

| Contributed surplus | | | | 10,157 | | | 8,861 | |

| Deficit | | | | (113,224 | ) | | (101,609 | ) |

| Total shareholders’ equity (deficit) | | | | (6,257 | ) | | 1,752 | |

| Total equity and liabilities | | | | 103,040 | | | 151,098 | |

Approved on Behalf of the Board

Signed by “Greg Feller” , Director

Signed by “Minhas Mohamed” , Director

The accompanying notes are an integral part of these financial statements.

2

Mogo Inc.<br><br>Interim Condensed Consolidated Statement of Operations and Comprehensive Loss<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian Dollars)

			Three months ended						Six months ended

| Subscription and services | | 4,12 | | 4,536 | | | 6,485 | | | 10,347 | | | 13,143 | |

| Interest revenue | | | | 6,023 | | | 8,382 | | | 14,122 | | | 16,615 | |

| | | | | 10,559 | | | 14,867 | | | 24,469 | | | 29,758 | |

| Provision for loan losses, net of recoveries | | 5 | | 973 | | | 4,318 | | | 6,311 | | | 8,381 | |

| Transaction costs | | | | 14 | | | 177 | | | 191 | | | 345 | |

| | | | | 987 | | | 4,495 | | | 6,502 | | | 8,726 | |

| Gross profit | | | | 9,572 | | | 10,372 | | | 17,967 | | | 21,032 | |

| Technology and development | | 3 | | 3,329 | | | 4,382 | | | 7,128 | | | 8,732 | |

| Marketing | | 3 | | 621 | | | 2,393 | | | 1,859 | | | 4,049 | |

| Customer service and operations | | 3 | | 1,210 | | | 2,144 | | | 3,363 | | | 4,117 | |

| General and administration | | 3 | | 2,478 | | | 3,007 | | | 5,333 | | | 5,900 | |

| Total operating expenses | | | | 7,638 | | | 11,926 | | | 17,683 | | | 22,798 | |

| Income (loss) from operations | | | | 1,934 | | | (1,554 | ) | | 284 | | | (1,766 | ) |

| Credit facility interest expense | | 9 | | 1,580 | | | 2,788 | | | 4,146 | | | 5,446 | |

| Debenture and other financing expense | | 6,10,11 | | 2,114 | | | 2,030 | | | 4,207 | | | 4,069 | |

| Revaluation losses | | 15 | | 1,186 | | | 376 | | | 3,347 | | | 389 | |

| Gain on acquisition, net of transaction costs | | 13 | | - | | | (13,332 | ) | | - | | | (13,249 | ) |

| Other non-operating (income) expenses | | 16 | | (1,396 | ) | | 183 | | | 199 | | | 183 | |

| | | | | 3,484 | | | (7,955 | ) | | 11,899 | | | (3,162 | ) |

| Net income (loss) and comprehensive income (loss) | | | | (1,550 | ) | | 6,401 | | | (11,615 | ) | | 1,396 | |

| Basic and fully diluted | | | | (0.055 | ) | | 0.267 | | | (0.417 | ) | | 0.059 | |

| Weighted average number of basic and fully diluted common shares (in 000’s) | | | | 28,111 | | | 24,004 | | | 27,882 | | | 23,699 | |

^(1)^	The gain on acquisition, net of transactions costs was retrospectively adjusted from $(14,432) to $(13,332) for the three months ended June 30, 2019, and from $(14,349) to $(13,249) for the six months ended June 30, 2019, upon subsequent finalization of the purchase price allocation of consideration for the business combination described further in Note 13.

The accompanying notes are an integral part of these financial statements.

3

Mogo Inc.<br><br>Interim Condensed Consolidated Statement of Changes in Equity (Deficit)<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian Dollars)

	Number of shares (000s)		Share capital		Contributed<br><br>surplus			Deficit			Total

| Balance, December 31, 2019 | | 27,558 | | 94,500 | | 8,861 | | | (101,609 | ) | | 1,752 | |

| Loss and comprehensive loss | | - | | - | | - | | | (10,065 | ) | | (10,065 | ) |

| Stock based compensation | | - | | - | | 214 | | | - | | | 214 | |

| Options and restricted share units (“RSUs”) exercised | | 6 | | 30 | | (15 | ) | | - | | | 15 | |

| Shares issued – Partial settlement of credit facility prepayment (note 9) | | 307 | | 1,000 | | - | | | - | | | 1,000 | |

| Amortization of warrants | | - | | - | | (381 | ) | | - | | | (381 | ) |

| Balance, March 31, 2020 | | 27,871 | | 95,530 | | 8,679 | | | (111,674 | ) | | (7,465 | ) |

| Loss and comprehensive loss | | - | | - | | - | | | (1,550 | ) | | (1,550 | ) |

| Stock based compensation | | - | | - | | 460 | | | - | | | 460 | |

| Options and restricted share units (“RSUs”) exercised | | 37 | | 114 | | (114 | ) | | - | | | - | |

| Equity portion – convertible debentures (note 11) | | - | | - | | 617 | | | - | | | 617 | |

| Shares issued – convertible debentures (note 11) | | 499 | | 629 | | - | | | - | | | 629 | |

| Shares issued to settle debt | | 427 | | 537 | | - | | | - | | | 537 | |

| Amortization of warrants (note 18d) | | - | | - | | 515 | | | - | | | 515 | |

| Balance, June 30, 2020 | | 28,834 | | 96,810 | | 10,157 | | | (113,224 | ) | | (6,257 | ) |

	Number of shares (000s)		Share capital		Contributed<br><br>surplus			Deficit			Total

| Balance, December 31, 2018 | | 23,227 | | 75,045 | | 7,045 | | | (90,784 | ) | | (8,694 | ) |

| Loss and comprehensive loss | | - | | - | | - | | | (5,005 | ) | | (5,005 | ) |

| Stock based compensation | | - | | - | | 259 | | | - | | | 259 | |

| Options and Restricted share units (“RSUs”) exercised | | 295 | | 998 | | (436 | ) | | - | | | 562 | |

| Amortization of warrants | | - | | - | | 34 | | | - | | | 34 | |

| Balance, March 31, 2019 | | 23,522 | | 76,043 | | 6,902 | | | (95,789 | ) | | (12,844 | ) |

| Loss and comprehensive loss | | - | | - | | - | | | 6,401 | | | 6,401 | |

| Incremental share issuance – acquisition of Difference Capital Financial Inc. (Note 13) | | 3,176 | | 14,867 | | - | | | - | | | 14,867 | |

| Issuance of replacement stock based awards – acquisition of Difference Capital Financial Inc. (Note 13) | | - | | - | | 682 | | | - | | | 682 | |

| Conversion of warrants (Note 18d) | | 337 | | 1,534 | | | | | - | | | 1,534 | |

| Shares issued – convertible debentures (Note 11) | | 192 | | 920 | | (18 | ) | | - | | | 902 | |

| Stock based compensation | | - | | - | | 1,132 | | | - | | | 1,132 | |

| Options and Restricted share units (“RSUs”) exercised | | 62 | | 119 | | (76 | ) | | | | | 43 | |

| Amortization of warrants | | - | | - | | 35 | | | - | | | 35 | |

| Balance, June 30, 2019 | | 27,289 | | 93,483 | | 8,657 | | | (89,388 | ) | | 12,752 | |

The accompanying notes are an integral part of these financial statements.

4

Mogo Inc.<br><br>Interim Condensed Consolidated Statement of Cash Flows<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian Dollars)

			Three months ended<br><br>June 30,						Six months ended<br><br>June 30,

| | Note | | 2020 | | | 2019 | | | 2020 | | | 2019 | | | | Cash provided by (used in) the following activities: | | | | | | | | | | | | | | |

| Net loss and comprehensive loss | | | | (1,550 | ) | | 6,401 | | | (11,615 | ) | | 1,396 | |

| Depreciation and amortization | | | | 2,287 | | | 1,941 | | | 4,512 | | | 4,063 | |

| Non-cash warrant expense | | 18(d) | | 516 | | | 68 | | | 271 | | | 137 | |

| Gain on acquisition | | 5,16 | | - | | | (15,886 | ) | | - | | | (15,886 | ) |

| Gain on sale of loan book | | | | - | | | - | | | (1,676 | ) | | - | |

| Credit facility prepayment expense | | 9 | | - | | | - | | | 1,000 | | | - | |

| Other | | | | (34 | ) | | 183 | | | 14 | | | 183 | |

| Loss on disposition of property and equipment | | 7,15 | | 263 | | | - | | | 263 | | | 102 | |

| Provision for loan losses | | 5 | | 1,311 | | | 4,783 | | | 6,983 | | | 9,296 | |

| Credit facility and debenture and other financing expense | | | | 3,694 | | | 4,818 | | | 8,353 | | | 9,515 | |

| Stock based compensation expense | | | | 460 | | | **1,**132 | | | 674 | | | 1,391 | |

| Unrealized loss on derivative liability | | | | - | | | 531 | | | - | | | 570 | |

| Unrealized foreign exchange (gain) loss | | 15 | | 67 | | | (155 | ) | | 94 | | | (283 | ) |

| Unrealized loss on investment portfolio | | 15 | | 856 | | | 1,100 | | | 2,990 | | | 1,100 | |

| | | | | 7,870 | | | 4,916 | | | 11,863 | | | 11,584 | |

| Net collection (issuance) of loans receivable | | | | 5,456 | | | (6,972 | ) | | 3,428 | | | (14,307 | ) |

| Proceeds from sale of loan book | | | | - | | | - | | | 31,572 | | | - | |

| Prepaid expenses, deposits and other assets | | | | (180 | ) | | (314 | ) | | (375 | ) | | (804 | ) |

| Accounts payable and accruals | | | | (3,181 | ) | | 1,004 | | | (3,232 | ) | | 1,793 | |

| Cash generated from (used in) operating activities | | | | 9,965 | | | (1,366 | ) | | 43,256 | | | (1,734 | ) |

| Interest paid | | | | (1,736 | ) | | (4,230 | ) | | (5,839 | ) | | (8,344 | ) |

| Net cash provided by (used in) operating activities | | | | 8,229 | | | (5,596 | ) | | 37,417 | | | (10,078 | ) | | Investing activities | | | | | | | | | | | | | | |

| Purchases of property and equipment | | | | - | | | **(**488 | ) | | (23 | ) | | (537 | ) |

| Investment in intangible assets | | | | (882 | ) | | (2,075 | ) | | (2,730 | ) | | (4,198 | ) |

| Net cash used in investing activities | | | | (882 | ) | | (2,563 | ) | | (2,753 | ) | | (4,735 | ) | | Financing activities | | | | | | | | | | | | | | |

| Cash acquired upon acquisition of DCF | | | | - | | | 10,246 | | | - | | | 10,246 | |

| Proceeds from sale of investment | | | | - | | | 2,100 | | | - | | | 2,100 | |

| Lease liabilities – principal payments | | | | (114 | ) | | (223 | ) | | (273 | ) | | (470 | ) |

| Net (repayments) advances on debentures | | | | - | | | 887 | | | (5 | ) | | 1,109 | |

| Net (repayments) advances on credit facilities | | | | (6,272 | ) | | (1,112 | ) | | (37,333 | ) | | 842 | |

| Cash payments on options exercised | | | | - | | | 44 | | | 15 | | | 605 | |

| Net cash (used in) provided by financing activities | | | | (6,386 | ) | | 11,942 | | | (37,596 | ) | | 14,432 | | | Net increase (decrease) in cash | | | | 961 | | | 3,783 | | | (2,932 | ) | | (381 | ) |

| Cash and cash equivalent, beginning of period | | | | 6,524 | | | 16,275 | | | 10,417 | | | 20,439 | |

| Cash and cash equivalent, end of period | | | | 7,485 | | | 20,058 | | | 7,485 | | | 20,058 | |

The accompanying notes are an integral part of these financial statements.

5

Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

1.	Nature of operations
	Mogo Inc. (formerly Difference Capital Financial Inc.) (“Mogo” or the "Company") was continued under the Business Corporations Act (British Columbia) on June 21, 2019 in connection with the combination with Mogo Finance Technology Inc. (“Mogo Finance”) as further described in Note 13. The transaction was accounted for as a business combination, with Mogo Finance as the accounting acquirer. Accordingly, these financial statements reflect the continuing financial statements of Mogo Finance. The address of the Company's registered office is Suite 1700, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8. The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) and the Nasdaq Capital Market under the symbol “MOGO”.
	Mogo — a financial technology company — offers a finance app that empowers consumers with simple solutions to help them get in control of their financial health and make a positive impact on the planet. Users can sign up for Mogo and get instant access to an ecosystem of free financial products and content to help them live a more sustainable lifestyle. Mogo offers free credit score monitoring, identity fraud protection, bitcoin trading, loans and a digital spending account that comes with a prepaid Mogo Visa* Platinum Prepaid Card to help members control their spending and help fight climate change, by automatically offsetting CO2 as you spend. With 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.
	COVID-19 Pandemic
	During the first half of 2020, the Canadian economy experienced significant disruption and market volatility related to the global COVID-19 pandemic. The overall impact of the pandemic continues to be uncertain and dependent on actions taken by Canadian governments, businesses and individuals to limit spread of the COVID-19 virus, as well as government economic response and support efforts.
	The rapid worldwide spread of COVID-19 has prompted governments to implement restrictive measures to curb the spread of the pandemic. During this period of uncertainty, the Company’s priority has been to protect the health and safety of its employees, support and enforce government actions to slow the spread of COVID-19, and to continually assess and take appropriate actions to mitigate the risks to the business operations as a result of this pandemic.
	The Company has implemented a COVID-19 response plan (the “COVID-19 Response Plan”) that includes a number of measures to safeguard against the spread of the virus at its offices and has maintained regular communications with suppliers, customers and business partners to monitor any potential risks to its ongoing operations.Operationally, the Company has shifted its employees to work remotely, which has been a relatively easy transition given the digital nature of our business. The Company is working closely with customers to support them through this changing environment and in certain circumstances, offering more flexible options including extended payment terms, payment deferrals and interest relief.
	As described in Note 3(o) of the audited consolidated financial statements for the year ended December 31, 2019, we make estimates and assumptions in preparing the financial statements. These estimates and assumptions have been made taking into consideration the economic impact of the COVID-19 pandemic and the significant economic volatility and uncertainty it has created. Actual results could differ materially from these estimates, in which case the impact would be recognized in the consolidated financial statements in future periods.

2.	Basis of presentation
	Statement of compliance
	These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB"). The interim condensed consolidated financial statements do not include all the information and disclosures required in annual financial statements, and should be read in conjunction with the Company’s annual financial statements as at December 31, 2019.The policies applied in these interim condensed consolidated financial statements were based on IFRS issued and outstanding at June 30, 2020. ****
	The Company presents its interim condensed consolidated statement of financial position on a non-classified basis in order of liquidity.
	These interim condensed consolidated financial statements were authorized for issue by the Board of Directors (the “Board”) on August 11, 2020.

6

Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

2.	Basis of presentation (Continued from previous page)
	These interim condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the payment of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due in the normal course.
	Management routinely plans future activities which includes forecasting future cash flows. Management has reviewed their plan with the Board and has collectively formed a judgment that the Company has adequate resources to continue as a going concern for the foreseeable future, which Management and the Board have defined as being at least the next 12 months from the balance sheet date. In arriving at this judgment, Management has considered the following: (i) cash flow projections of the Company, which incorporates a rolling forecast and detailed cash flow modeling through the current fiscal year, and (ii) the base of investors and debt lenders historically available to the Company. The expected cash flows have been modeled based on anticipated revenue and profit streams with debt programmed into the model. Refer to notes 9, 10, 11 and 17 for details on amounts that may come due in the next 12 months. The cash flows are management’s best projections based on current and anticipated market conditions. However, these projections are inherently uncertain due to the recent and fluidly evolving impact of the COVID-19 pandemic. The COVID-19 pandemic and its impact on the economy is constantly evolving in an unpredictable manner and presents many variables and contingencies for modeling. It is possible that underperformance to these projections could occur if business restrictions continue to prevail with duration and impact greater than currently anticipated.
	Functional and presentation currency
	These interim condensed consolidated financial statements are presented in Canadian dollars, which is the Company’s and its subsidiaries functional currency.
	Basis of consolidation
	The Company has consolidated the assets, liabilities, revenues and expenses of all its subsidiaries and its structured entity. The consolidated financial statements include the accounts of the Company, and its direct and indirect wholly-owned subsidiaries, Mogo Finance, Mogo Financial (Alberta) Inc., Mogo Financial (B.C.) Inc., Mogo Financial Inc., Mogo Financial (Ontario) Inc., Mogo Mortgage Technology Inc., Hornby Loan Brokers (Ottawa) Inc., Hornby Leasing Inc., Mogo Technology Inc. (a US subsidiary), Mogo Blockchain Technology Inc., Mogo Wealth Technology Inc., Thurlow Management Inc., Thurlow Capital (Alberta) Inc., Thurlow Capital (B.C.) Inc., Thurlow Capital (Manitoba) Inc., Thurlow Capital (Ontario) Inc., and Thurlow Capital (Ottawa) Inc. and its special purpose entity, Mogo Finance Trust (the “Trust”). The financial statements of the subsidiaries and the Trust are prepared for the same reporting period as the Company, using consistent accounting policies.
	The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2019.
3.	Significant accounting policies
	The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2019, except for the new policies discussed below and adoption of new standards effective as of January 1, 2020.
	Government grants
	Government grants are recognised if there is reasonable assurance that they will be received, and the Company will comply with any conditions associated with the grant. Grants that compensate the Company for expenses incurred are recognized in profit or loss on a gross basis in the period in which the expenses are recognised.
	Significant accounting estimates and assumptions
	The preparation of the interim condensed consolidated financial statements requires management to make estimates, assumptions and judgments that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amount of revenues and expenses during the period. The critical accounting estimates and judgments have been set out in the notes to the Company’s consolidated financial statements for the year ended December 31, 2019.

7

Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

3.	Significant accounting policies (Continued from previous page)
	Impact of COVID-19
	The current outbreak of COVID-19, and any future emergence and spread of similar pathogens, could have a material adverse effect on global and local economic and business conditions which may adversely impact our business and results of operations, and the operations of contractors and service providers. In March 2020, the Company announced and implemented a number of cost saving initiatives to reduce operating expenses in response to the pandemic as part of its COVID-19 Response Plan.
	The overall economic impacts of COVID-19 could include an impact on our ability to obtain debt and equity financing or potential future decreases in revenue or the profitability of our ongoing operations. This is an evolving situation and we will continue to evaluate and adapt on an ongoing basis. The extent of the impact that this pandemic may have on the Canadian economy and the Company’s business is currently highly uncertain and difficult to predict. Accordingly, there is a higher level of uncertainty with respect to management’s judgements and estimates at this time, particularly as it relates to the measurement of allowance for loan losses and fair valuation of our investment portfolio. We will continue to revisit our judgements and estimates where appropriate in future reporting periods as economic conditions surrounding the COVID-19 pandemic continue to evolve.
	New and amended standards and interpretations
	Certain new or amended standards and interpretations became effective on January 1, 2020, but do not have an impact on the interim condensed consolidated financial statements of the Company. The Company has not adopted any standards or interpretations that have been issued but are not yet effective.
4.	Recast of prior period amounts
	During 2019, the Company changed its presentation of loan protection revenue and associated costs. Historically, the Company presented costs associated with loan protection as part of transaction costs. Under the new presentation, the Company is presenting revenue net of expenses. This results in a decrease in revenue and a corresponding decrease in transaction costs by $1,511 and $2,971 for the three and six months ended June 30, 2019 respectively. The changes to the presentation of loan protection revenue and associated costs did not have an impact on the Company’s gross profit and net loss and comprehensive loss. The consolidated statement of financial position, consolidated statement of changes in equity and the consolidated statement of cash flows remain unchanged as a result of this recast.

Three month period ended June 30, 2019	Previously<br><br>reported			Loan<br><br>protection recast			Revised
Total revenue		16,378			(1,511	)		14,867

| Cost of revenue | | (6,006 | ) | | 1,511 | | | (4,495 | ) |

| Gross profit | | 10,372 | | | - | | | 10,372 | |

Six month period ended June 30, 2019	Previously<br><br>reported			Loan protection<br><br>recast			Revised
Total revenue		32,729			(2,971	)		29,758

| Cost of revenue | | (11,697 | ) | | 2,971 | | | (8,726 | ) |

| Gross profit | | 21,032 | | | - | | | 21,032 | |

8

Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

5.	Loans receivable
	Loans receivable represent unsecured installment loans and lines of credit advanced to customers in the normal course of business. Current loans are defined as loans to customers with terms of one year or less, while non-current loans are those with terms exceeding one year. The breakdown of the Company’s gross loans receivable as at June 30, 2020 and December 31, 2019 are as follows:

	June 30,<br><br>2020		December 31,<br><br>2019

| Current (terms of one year or less) | | 58,647 | | 69,949 |

| Non-Current (terms exceeding one year) | | 2,015 | | 34,726 |

| | | 60,662 | | 104,675 |

The following table provides a breakdown of gross loans receivable and allowance for loan losses by aging bucket, which represents our assessment of credit risk exposure and by their IFRS 9 ECL measurement stage. The entire loan balance of a customer is aged in the same category as its oldest individual past due payment, to align with the stage groupings used in calculating the allowance for loan losses under IFRS 9:

										As at June 30, 2020

| Strong | Not past due | | 49,518 | | | - | | | - | | | 49,518 | |

| Satisfactory | 1-30 days past due | | 1,409 | | | - | | | - | | | 1,409 | |

| Lower risk | 31-60 days past due | | - | | | 557 | | | - | | | 557 | |

| Higher risk | 61-90 days past due | | - | | | 514 | | | - | | | 514 | |

| Non-performing | 91+ days past due or bankrupt | | - | | | - | | | 8,664 | | | 8,664 | |

| | Gross loans receivable | | 50,927 | | | 1,071 | | | 8,664 | | | 60,662 | |

| | Allowance for loan losses | | (6,629 | ) | | (734 | ) | | (4,951 | ) | | (12,314 | ) |

| | Loans receivable, net | | 44,298 | | | 337 | | | 3,713 | | | 48,348 | |

								As at December 31, 2019

| Strong | Not past due | | 87,910 | | | - | | | - | | | 87,910 | |

| Satisfactory | 1-30 days past due | | 3,240 | | | - | | | - | | | 3,240 | |

| Lower risk | 31-60 days past due | | - | | | 1,650 | | | - | | | 1,650 | |

| Higher risk | 61-90 days past due | | - | | | 1,289 | | | - | | | 1,289 | |

| Non-performing | 91+ days past due or bankrupt | | - | | | - | | | 10,586 | | | 10,586 | |

| | Gross loans receivable | | 91,150 | | | 2,939 | | | 10,586 | | | 104,675 | |

| | Allowance for loan losses | | (7,477 | ) | | (1,784 | ) | | (6,759 | ) | | (16,020 | ) |

| | Loans receivable, net | | 83,673 | | | 1,155 | | | 3,827 | | | 88,655 | |

9

Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

5.	Loans receivable (Continued from previous page)
	The Company’s measurement of ECLs is impacted by forward looking indicators (FLIs) including the consideration of forward macroeconomic conditions. In light of the COVID-19 pandemic, management has applied a probability weighted approach to the measurement of ECL as at June 30, 2020, involving multiple stress scenarios and additional FLIs. Additional factors considered include the possibility of a prolonged economic recession, the effectiveness of collection strategies implemented to assist customers experiencing financial difficulty (including varying potential levels of defaults for customers who have been offered payment deferral plans), the extent to which government subsidies will continue to be available as the COVID-19 pandemic continues, and the level of loan protection insurance held by customers within our portfolio. Management intends to continue using these inputs to measure ECL as conditions surrounding the pandemic evolve.
	As at June 30, 2020, our allowance for loan losses includes $1,843 attributable to COVID-19 related allowance, which we believe provides adequate provision to absorb the impact on our loan book of any potential deterioration in future macroeconomic conditions that may result from the ongoing COVID-19 pandemic.
	The overall changes in the allowance for loan losses are summarized below:

	Three months ended June 30,						Six months ended June 30,

| Allowance for loan losses | 2020 | | | 2019 | | | 2020 | | | 2019 | | |

| Balance, beginning of period | | 15,145 | | | 15,502 | | | 16,020 | | | 15,409 | |

| Derecognition of provision associated with loan sale | | - | | | - | | | (2,131 | ) | | - | |

| Provision for loan losses | | 1,311 | | | 4,783 | | | 6,983 | | | **9,**296 | |

| Charge offs | | (4,142 | ) | | (4,898 | ) | | (8,558 | ) | | (9,318 | ) |

| Balance, end of period | | 12,314 | | | 15,387 | | | 12,314 | | | 15,387 | |

	The provision for loan losses in the interim condensed consolidated statement of comprehensive loss is recorded net of recoveries for the three and six months ended June 30, 2020 of $338 and $672 respectively (three and six months ended June 30, 2019 - $465 and $915 respectively).
	On February 28, 2020, Mogo completed the sale of the majority of its non-current (“MogoLiquid”) loan portfolio (the “Liquid Sale”) for gross consideration of $31,572, de-recognized net loan receivables of $29,896 and recognized a corresponding gain on sale of loan book amounting to $1,676. This gain is presented within other non-operating expenses, in the interim condensed consolidated statement of operations and comprehensive loss.
	Mogo is also eligible for an additional performance-based payment of up to $1,500 payable upon achieving certain agreed-upon annual origination amounts under the 3-year lending partnership with the purchaser of the Liquid Sale. These performance-based payments are not recognizable into revenue until the related performance milestones are fully achieved.
6.	Related party transactions
	Related party transactions during the three and six months ended June 30, 2020 include transactions with debenture holders that incur interest. The related party debentures balance as at June 30, 2020 totaled $362 (December 31, 2019 – $348) with principal amounts maturing on July 2, 2022, being the maturity date of the Credit Facility – Other (see note 9 for details). The debentures bear annual interest rates from 10.0% to 18.0% (December 31, 2019 – 10.0% to 18.0%) with interest expense for three and six months ended June 30, 2020 totalling $14 and $25, respectively (three and six months ended June 30, 2019 - $23 and $47, respectively). The related parties involved in such transactions include shareholders, officers, directors, and management, members of their families, or entities which are directly or indirectly controlled by members of their families. The debentures are ongoing contractual obligations that are used to fund our corporate and operational activities. These debentures are subordinated to the Credit Facility – Other (note 9).

10

Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

7.	Property and equipment

	Computer<br><br>equipment			Furniture<br><br>and fixtures			Leasehold improvements			Total

| Balance at December 31, 2018 | | 5,046 | | | 1,502 | | | 2,509 | | | 9,057 | |

| Additions | | 186 | | | 3 | | | - | | | 189 | |

| Disposals | | (719 | ) | | (325 | ) | | - | | | (1,044 | ) |

| Balance at December 31, 2019 | | 4,513 | | | 1,180 | | | 2,509 | | | 8,202 | |

| Additions | | 24 | | | - | | | - | | | 24 | |

| Disposals | | - | | | - | | | (454 | ) | | (454 | ) |

| Balance at June 30, 2020 | | 4,537 | | | 1,180 | | | 2,055 | | | 7,772 | |

| Balance at December 31, 2018 | | 3,672 | | | 899 | | | 1,470 | | | 6,041 | |

| Depreciation | | 749 | | | 116 | | | 465 | | | 1,330 | |

| Disposals | | (660 | ) | | (282 | ) | | - | | | (942 | ) |

| Balance at December 31, 2019 | | 3,761 | | | 733 | | | 1,935 | | | 6,429 | |

| Depreciation | | 116 | | | 47 | | | 227 | | | 390 | |

| Disposals | | - | | | - | | | (191 | ) | | (191 | ) |

| Balance at June 30, 2020 | | 3,877 | | | 780 | | | 1,971 | | | 6,628 | |

| At December 31, 2019 | | 752 | | | 447 | | | 574 | | | 1,773 | |

| At June 30, 2020 | | 660 | | | 400 | | | 84 | | | 1,144 | |

During the three months ended June 30, 2020 the Company vacated one of its leased properties and accordingly wrote off $263 of net book value related to leasehold improvements for the right of use asset. For the three and six months ended June 30, 2019, the Company recognized $nil and a $102 loss respectively on the disposal of computer equipment and furniture and fixtures, and recorded a non-cash expense in the interim condensed consolidated statement of operations and comprehensive loss.

Depreciation of $113 and $227 for the three and six months ended June 30, 2020, respectively ($116 and $232 for the three and six months ended June 30, 2019, respectively) are included in general and administration expenses. Depreciation expense of $83 and $163 for the three and six months ended June 30, 2020, respectively ($94 and $192 for the three and six months ended June 30, 2019) for all other property and equipment are included in technology and development costs.

11

Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

8.	Intangible assets

	Internally<br><br>generated –<br><br>Completed		Internally<br><br>generated –<br><br>In Process			Acquired<br><br>software<br><br>licences		Total

| Balance at December 31, 2018 | | 26,901 | | 898 | | | 3,356 | | 31,155 |

| Additions | | - | | 8,438 | | | - | | 8,438 |

| Transfers | | 7,948 | | (7,948 | ) | | - | | - |

| Balance at December 31, 2019 | | 34,849 | | 1,388 | | | 3,356 | | 39,593 |

| Additions | | - | | 2,730 | | | - | | 2,730 |

| Transfers | | 2,943 | | (2,943 | ) | | | | - |

| Balance at June 30, 2020 | | 37,792 | | 1,175 | | | 3,356 | | 42,323 |

| Balance at December 31, 2018 | | 9,374 | | - | | | 3,123 | | 12,497 |

| Amortization | | 5,764 | | - | | | 75 | | 5,839 |

| Balance at December 31, 2019 | | 15,138 | | - | | | 3,198 | | 18,336 |

| Amortization | | 3,771 | | - | | | 24 | | 3,795 |

| Balance at June 30, 2020 | | 18,909 | | - | | | 3,222 | | 22,131 |

| At December 31, 2019 | | 19,711 | | 1,388 | | | 158 | | 21,257 |

| At June 30, 2020 | | 18,883 | | 1,175 | | | 134 | | 20,192 |

Intangible assets include both internally generated and acquired software with finite useful lives. Amortization of intangible assets of $1,935 and $3,795 for the three and six months ended June 30, 2020 (three and six months ended June 30, 2019 - $1,416 and $2,706, respectively) is included in technology and development costs.

12

Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

9.	Credit facilities
	The Company’s credit facility, the “Credit Facility – Other” is used to finance the Company’s loan products. The facility matures on July 2, 2022. The credit facility is subject to variable interest rates that reference LIBOR, or under certain conditions, the Federal Funds Rate in effect.
	On December 31, 2019, the Company amended its Credit Facility – Other. The amendments lowered the effective interest rate from a maximum of LIBOR plus 12.5% (with a LIBOR floor of 2%) to LIBOR plus 9% (with a LIBOR floor of 1.5%) effective July 2, 2020, payable on the greater of the actual aggregate unpaid principal balance, or the prescribed minimum balance under the term loan agreement. In addition, the amendment increased the available loan capital from $50 million to $60 million. There is a 0.33% fee on the available but undrawn portion of the $60 million facility.
	On June 29, 2020, the Company further amended its Credit Facility – Other. The amendments decreased the available loan capital from $60 million to $50 million, and reduced the prescribed minimum balances applicable in the calculation of interest as described above.
	On February 28, 2020, in conjunction with the Liquid Sale, Mogo repaid and extinguished its Credit Facility – Liquid, which held a principal outstanding balance of approximately $28,683 immediately prior to derecognition. As part of extinguishing the facility in advance of its maturity, Mogo recognized a prepayment penalty of $2,500 of which $1,500 was payable in cash and of which $1,000 was settled in shares on March 5, 2020, through the issuance of 306,842 common shares, priced at $3.259 per share.

	June 30,<br><br>2020		December 31,<br><br>2019

| Funds drawn | | 39,170 | | 47,248 | | | Credit Facility – Liquid | | | | | |

| Funds drawn | | - | | 29,255 | |

| Interest payable | | - | | 191 | |

| Unamortized deferred financing cost | | - | | (222 | ) |

| | | - | | 29,224 | | | Credit Facilities – Total | | 39,170 | | 76,472 | |

	The Credit Facility - Other is subject to certain covenants and events of default. As of June 30, 2020, the Company was in compliance with these covenants. Interest expense on both credit facilities is included in credit facility interest expense in the interim condensed consolidated statement of operations and comprehensive loss.
	Management routinely reviews and renegotiates terms, including interest rates and maturity dates, and will continue to refinance these credit facilities as they become due and payable.
10.	Debentures
	Debentures require monthly interest only payments and bear interest at annual rates ranging between 10.0% and 18.0% (2019 – 10.0% and 18.0%) with principal amounts due at various periods up to December 8, 2022. Interest expense on the debentures is included in debenture and other financing expense in the interim condensed consolidated statement of operations and comprehensive income (loss). For debenture interest owing from March onwards, the Company has exercised its right to add the debenture interest to the principal balance of the debentures rather than paying it monthly in cash. During the three months ended June 30, 2020 the Company has added $1,505 of interest to the principal balance of the debentures.
	Debentures are subordinated to the Credit Facility – Other and are secured by the assets of the Company. The debentures are governed by the terms of a trust deed and, among other things, are subject to a subordination agreement which has the effect of extending the maturity date of such debentures to the later of contractual maturity or July 2, 2022, being the maturity date of the Credit Facility – Other.

13

Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

10.	Debentures (Continued from previous page) ****

	June 30,<br><br>2020		December 31,<br><br>2019

| Principal balance | | 43,820 | | 43,496 |

| Interest added to principal balance | | 1,505 | | - |

| Interest payable | | 515 | | 543 |

| | | 45,840 | | 44,039 |

Management routinely reviews its outstanding debentures and actively renegotiates terms, including interest rates and maturity dates, and will continue to refinance these long-term debentures as they become due and payable. The debenture principal repayment dates, after giving effect to the subordination agreement referenced above, are as follows:

2020	-

| 2021 | - |

| 2022 | 45,840 |

11.	Convertible debentures
	On June 6, 2017, the Company issued 10% convertible debentures of $15,000 aggregate principal amount at a price of one thousand dollars per debenture, with a maturity date of May 31, 2020. On May 27, 2020, the Company amended the remaining $12,621 principal value of convertible debentures (the “Amendments”) to include, among other things, an extension of the maturity date to May 31, 2022, and a reduction in the conversion price of the principal by 45% from $5.00 to $2.75 per common share (the “Conversion Price”).
	Subsequent to the Amendments, the interest is payable on a quarterly basis in arrears in February, May, August and November of each year, at the Company’s option either i) 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 interest payment date, or ii) in cash. Prior to the Amendments, interest was payable on a semi-annual basis in arrears in May and November of each year.
	At any time that the 20-day VWAP of the common shares on the TSX exceeds $3.4375 per share, representing 125% of the Conversion Price, the Company may convert the convertible debentures in whole or in part, including any accrued interest, to common shares at $2.75 per common share. This trigger price was changed from 115% of the former conversion price to 125% of the new Conversion Price as a result of the Amendments. Additionally, the convertible debentures are 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 the Conversion Price of $2.75 per share.
	Upon maturity the convertible debentures are payable, at the Company’s option, either i) in common shares of the Company issued at a price equal to the 20-day VWAP of the common shares on the TSX ending on the fifth day prior to the maturity date, or ii) in cash.
	The amendments to the convertible debentures were accounted for as a settlement of the previous debt and replacement by a new compound financial instrument. On May 27, 2020, the principal balance of $12,621 was bifurcated and first allocated to the debt component of the convertible debenture by discounting the future principal and interest payments at the prevailing market interest rate at the date of issuance for a similar non-convertible debt instrument. The residual difference between the $12,621 and the fair value allocated to the debt component, was then allocated to contributed surplus within shareholders’ equity. Transaction costs of $796 related to amendments were netted against their respective debt and equity components.

14

Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

11.	Convertible debentures (Continued from previous page)
	The following table summarizes the carrying value of the convertible debentures as at June 30, 2020:

	Liability component of convertible debentures			Equity component of convertible debentures			Net book value,<br><br>June 30, 2020			Net book value, December 31, 2019

| Convertible debentures | | 11,963 | | | 658 | | | 12,621 | | | 12,621 | |

| Transaction costs | | (755 | ) | | (41 | ) | | (796 | ) | | (1,318 | ) |

| Net proceeds | | 11,208 | | | 617 | | | 11,825 | | | 11,303 | |

| Accretion in carrying value of debenture liability | | 24 | | | - | | | 24 | | | 1,786 | |

| Interest payable | | 106 | | | - | | | 106 | | | 105 | |

| Accrued interest | | - | | | - | | | - | | | 1,276 | |

| Interest converted in shares and paid | | - | | | - | | | - | | | (1,276 | ) |

| | | 11,338 | | | 617 | | | 11,955 | | | 13,194 | |

	Interest expense, which includes interest payable and the accretion of the convertible debenture, in the amount of $482 and $1,006 for the three and six months ended June 30, 2020 respectively (three and six months ended June 30, 2019 – $507 and $1,010 respectively) is included in debenture and other financing expense in the interim consolidated statement of operations and comprehensive loss.
12.	Revenue
	Subscription and services

	Three months ended June 30,				Six months ended June 30,

| | 2020 | | 2019 | | 2020 | | 2019 | |

| Revenue from contracts with customers | | 4,536 | | 5,672 | | 10,347 | | 11,481 |

| Other | | - | | 813 | | - | | 1,662 |

| Total | | 4,536 | | 6,485 | | 10,347 | | 13,143 |

13.

Business combination

On June 21, 2019, Mogo Finance and the Company, formerly named Difference Capital Financial Inc. (“Difference”), completed a plan of arrangement (the “Business Combination”). Under the Business Combination, Mogo Finance amalgamated with a wholly-owned subsidiary of Difference. In connection with the Business Combination, Difference was continued into British Columbia and changed its name to Mogo Inc. and continues to execute on Mogo Finance’s vision of building the leading fintech platform in Canada. **** Details of this business combination were disclosed in note 21 of the Company’s annual financial statements for the year ended December 31, 2019.

15

Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

14.

Fair value of financial instruments

The fair value of a financial instrument is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants which takes place in the principal (or most advantageous) market at the measurement date. The fair value of a liability reflects its non-performing risk. Assets and liabilities recorded at fair value in the consolidated statement of financial position are measured and classified in a hierarchy consisting of three levels for disclosure purposes. The three levels are based on the priority of the inputs to the respective valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). An asset or liability’s classification within the fair value hierarchy is based on the lowest level of significant input to its valuation. The input levels are defined as follows:

·	Level 1: Unadjusted quoted prices in an active market for identical assets and liabilities.
·	Level 2: Quoted prices in markets that are not active or inputs that are derived from quoted prices of similar (but not identical) assets or liabilities in active markets.
·	Level 3: Unobservable inputs that are supported by little or no market activity and are significant to the estimated fair value of the assets or liabilities.

(a)	Valuation process
	The Company maximizes the use of quoted prices from active markets, when available. A market is regarded as active if transactions take place with sufficient frequency and volume to provide pricing information on an ongoing basis. Where independent quoted market prices are not available, the Company uses quoted market prices for similar instruments, other third party evidence or valuation techniques.
	The fair value of financial instruments determined using valuation techniques include the use of recent arm’s length transactions and discounted cash flow analysis for investments in unquoted securities, discounted cash flow analysis for derivatives, third-party pricing models or other valuation techniques commonly used by market participants and utilize independent observable market inputs to the maximum extent possible.
	The use of valuation techniques to determine the fair value of a financial instrument requires management to make assumptions such as the amount and timing of future cash flows and discount rates and incorporate the Company’s estimate of assumptions that a market participant would make when valuing the instruments.

16

Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

14.

Fair value of financial instruments (Continued from previous page)

(b) Accounting classifications and fair values

The following table shows the carrying amount and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. There has not been any transfer between fair value hierarchy levels during the three and six months ended June 30, 2020. The fair value disclosure of lease liabilities is also not required.

			Carrying amount								Fair value

| Financial assets measured at fair value | | | | | | | | | | | | | | | | | | |

| Equities | | | | 17,565 | | - | | - | | 17,565 | | - | | 105 | | 17,460 | | 17,565 |

| Partnership interest and other | | | | 200 | | - | | - | | 200 | | - | | - | | 200 | | 200 |

| | | | | 17,765 | | - | | - | | 17,765 | | | | | | | | |

| Financial assets not measured at fair value | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalent | | | | - | | 7,485 | | - | | 7,485 | | 7,485 | | - | | - | | 7,485 |

| Loans receivable – current | | 5 | | - | | 58,647 | | - | | 58,647 | | - | | 58,647 | | - | | 58,647 |

| Loans receivable – non-current | | 5 | | - | | 2,015 | | - | | 2,015 | | - | | - | | 2,000 | | 2,000 |

| | | | | - | | 68,147 | | - | | 68,147 | | | | | | | | |

| Financial liabilities not measured at fair value | | | | | | | | | | | | | | | | | | |

| Accounts payable and accruals | | | | - | | - | | 8,336 | | 8,336 | | - | | 8,336 | | - | | 8,336 |

| Credit facilities | | 9 | | - | | - | | 39,170 | | 39,170 | | - | | 39,170 | | - | | 39,170 |

| Debentures | | 10 | | - | | - | | 45,840 | | 45,840 | | - | | 44,642 | | - | | 44,642 |

| Convertible debentures | | 11 | | - | | - | | 11,338 | | 11,338 | | - | | 11,338 | | - | | 11,338 |

| | | | | - | | - | | 104,684 | | 104,684 | | | | | | | | |

			Carrying amount								Fair value

| Financial assets measured at fair value | | | | | | | | | | | | | | | | | | |

| Equities | | | | 20,590 | | - | | - | | 20,590 | | - | | 99 | | 20,491 | | 20,590 |

| Partnership interest and other | | | | 200 | | - | | - | | 200 | | - | | - | | 200 | | 200 |

| | | | | 20,790 | | - | | - | | 20,790 | | | | | | | | |

| Financial assets not measured at fair value | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalent | | | | - | | 10,417 | | - | | 10,417 | | 10,417 | | - | | - | | 10,417 |

| Loans receivable – current | | 5 | | - | | 69,949 | | - | | 69,949 | | - | | 69,647 | | - | | 69,647 |

| Loans receivable – non-current | | 5 | | - | | 34,726 | | - | | 34,726 | | - | | - | | 34,396 | | 34,396 |

| | | | | - | | 115,092 | | - | | 115,092 | | | | | | | | |

| Financial liabilities not measured at fair value | | | | | | | | | | | | | | | | | | |

| Accounts payable and accruals | | | | - | | - | | 11,254 | | 11,254 | | - | | 11,254 | | - | | 11,254 |

| Credit facilities | | 9 | | - | | - | | 76,472 | | 76,472 | | - | | 76,472 | | - | | 76,472 |

| Debentures | | 10 | | - | | - | | 44,039 | | 44,039 | | - | | 44,867 | | - | | 44,867 |

| Convertible debentures | | 11 | | - | | - | | 12,373 | | 12,373 | | - | | 12,373 | | - | | 12,373 |

| | | | | - | | - | | 144,138 | | 144,138 | | | | | | | | |

17

Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

14.	Fair value of financial instruments (Continued from previous page)
	(c) Measurement of fair values:
	(i) Valuation techniques and significant unobservable inputs
	The Company has been closely monitoring developments related to COVID-19, including the existing and potential impact on its investment portfolio. As a result of the ongoing and developing COVID-19 pandemic and its resulting impact on the global economy, we believe that there is increased uncertainty to input factors on fair value of our Level 3 investments, including revenue multiples, time to exit events and increased equity volatility. See note 15 for gain (loss) on investments related to the impact of COVID-19.
	The following tables show the valuation techniques used in measuring Level 3 fair values for financial instruments in the statement of financial position, as well as the significant unobservable inputs used.
	Financial instrument measured at FV

Type	Valuation technique	Significant unobservable inputs	Inter-relationship between significant unobservable inputs and FV

| Unlisted | · Price of recent investments in the investee company · Implied multiples from recent transactions of the underlying investee companies · Offers received by investee companies · Revenue multiples derived from comparable public companies and transactions · Option pricing model | · Third-party transactions · Revenue multiples · Balance sheets and last twelve-month revenues for certain of the investee companies · Equity volatility · Time to exit events | · Increases in revenue multiples increases fair value · Increases in equity volatility can increase or decrease fair value depending on class of shares held in the investee company · Increases in estimated time to exit event can increase or decrease fair value depending on class of shares held in the investee company |

| Partnership interest and others | · Adjusted net book value | · Net asset value per unit · Change in market pricing of comparable companies of the underlying investments made by the partnership | |

| Loan receivable – non-current | · Discounted cash flows: Considering expected prepayments and using management’s best estimate of average market interest rates with similar remaining terms. | · Expected timing of cash flows · Discount rate 12% | · Changes to the expected timing of cash flow changes fair value · Increases to the discount rate can decrease fair value |

The following table presents the changes in fair value measurements of the Company’s investment portfolio recognized at fair value and classified as Level 3:

	June 30,<br><br>2020			December 31,<br><br>2019

| Opening balance of Level 3 investments | | 20,691 | | | - | |

| Acquired in business combination with Difference | | - | | | 22,648 | |

| Disposal | | - | | | (2,100 | ) |

| Repayment of debenture | | - | | | (14 | ) |

| Unrealized exchange gain (loss) | | 254 | | | (118 | ) |

| Unrealized gain (loss) on investment portfolio | | (3,285 | ) | | 275 | |

| Balance of Level 3 investments, end of period | | 17,660 | | | 20,691 | |

18

Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

14.	Fair value of financial instruments (Continued from previous page)
	(ii) Sensitivity analysis
	For the fair value of equity securities, reasonably possible changes at the reporting date to one of the significant unobservable inputs, holding other inputs constant, would have the following effects.

		Profit or loss

| June 30, 2020 | Adjusted market multiple (5% movement) | | 930 | | (930 | ) |

| December 31, 2019 | Adjusted market multiple (5% movement) | | 1,000 | | (1,000 | ) |

15.	Revaluation (gains) and losses

	Three months ended<br><br>June 30					Six months ended<br><br>June 30,

| | 2020 | | 2019 | | | 2020 | | | 2019 | | |

| Unrealized exchange loss (gain) | | 67 | | (155 | ) | | 94 | | | (283 | ) |

| Change in fair value due to revaluation of derivative liability | | - | | 531 | | | - | | | 570 | |

| Unrealized loss on investment portfolio, net | | 856 | | - | | | 3,279 | | | - | |

| Unrealized gain on other receivable | | - | | - | | | (289 | ) | | - | |

| Loss on disposition of property and equipment | | 263 | | - | | | 263 | | | 102 | |

| | | 1,186 | | 376 | | | 3,347 | | | 389 | |

The unrealized loss on investment portfolio, net, includes $830 and $3,690 of losses attributable to the impact of COVID-19 for the three and six months ended June 30, 2020 respectively.

16.	Other non-operating (income) expenses

	Three months ended<br><br>June 30					Six months ended<br><br>June 30,

| | 2020 | | | 2019 | | 2020 | | | 2019 | |

| Gain on sale of loan book | | - | | | - | | (1,676 | ) | | - |

| Credit facility prepayment and related expenses | | 19 | | | - | | 2,618 | | | - |

| Government grant | | (1,332 | ) | | - | | (1,332 | ) | | - |

| Restructuring and other | | (83 | ) | | 183 | | 589 | | | 183 |

| | | (1,396 | ) | | 183 | | 199 | | | 183 |

On February 28, 2020, Mogo completed the Liquid Sale and recognized a gain on sale of loan book amounting to $1,676 (refer to Note 5). On the same date, Mogo repaid and extinguished its Credit Facility – Liquid and recognized an early prepayment expense of $2,500 as a result of paying down the facility in advance of the maturity date (refer to Note 9). Mogo also recognized $118 of other related legal and termination expenses in connection with the transactions.

Due to the outbreak of COVID-19, the Government of Canada announced the Canadian Emergency Wage Subsidy (“CEWS”) to support companies that have experienced a certain level of revenue decline in their operations. Mogo has determined that it qualifies for the CEWS and has made an accounting policy election to record the grant on a gross basis. As a result, Mogo has recorded other non-operating income of $1,332 for the three and six months ended June 30, 2020 in respect of the CEWS.

19

Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

17.	Nature and extent of risk arising from financial instruments
	Risk management policy
	In the normal course of business, the Company is exposed to financial risk that arises from a number of sources. Management’s involvement in operations helps identify risks and variations from expectations. As a part of the overall operation of the Company, Management takes steps to avoid undue concentrations of risk. The Company manages the risks as follows:
	Credit risk
	Credit risk is the risk of financial loss to the Company if a customer or counter‑party to a financial instrument fails to meet its contractual obligations and arises primarily from the Company’s loans receivable. The maximum amount of credit risk exposure is limited to the gross carrying amount of the loans receivable disclosed in these financial statements.<br><br>The Company acts as a lender of unsecured consumer loans and lines of credit and has little concentration of credit risk with any particular individual, company or other entity, relating to these services. However, the credit risk relates to the possibility of default of payment on the Company’s loans receivable. The Company performs on‑going credit evaluations, monitors aging of the loan portfolio, monitors payment history of individual loans, and maintains an allowance for loan loss to mitigate this risk.
	The credit risk decisions on the Company’s loans receivable are made in accordance with the Company’s credit policies and lending practices, which are overseen by the Company’s senior management. Credit quality of the customer is assessed based on a credit rating scorecard and individual credit limits are defined in accordance with this assessment. The consumer loans receivable are unsecured. The Company develops underwriting models based on the historical performance of groups of customer loans which guide its lending decisions. To the extent that such historical data used to develop its underwriting models is not representative or predictive of current loan book performance, the Company could suffer increased loan losses.

20

Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

17.	Nature and extent of risk arising from financial instruments (Continued from previous page)
	The Company cannot guarantee that delinquency and loss levels will correspond with the historical levels experienced and there is a risk that delinquency and loss rates could increase significantly.
	Liquidity risk
	Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due or will not receive sufficient funds from its third-party lenders to advance to the Company’s customers. The Company manages all liquidity risk through maintaining a sufficient working capital amount through daily monitoring of controls, cash balances and operating results. The Company’s principal sources of cash are funds from operations, which the Company believes will be sufficient to cover its normal operating and capital expenditures.
	The Company’s accounts payable and accruals are substantially due within 12 months. The maturity schedule of the Company’s credit facilities, debentures, and convertible debentures are described below. Management’s intention is to continue to refinance any outstanding amounts owing under the credit facilities and debentures and will consider the issuance of shares in lieu of amounts owing under the convertible debentures, in each case as they become due and payable. The debentures are subordinated to the credit facilities which has the effect of extending the maturity date of the debentures to the later of contractual maturity or the maturity date of credit facilities. See Note 9 for further details.

(000s)

| | | 2021 | | 2022 | | 2023 | | 2024 | | Thereafter | |

| Lease payments | 688 | | 1,382 | | 1,276 | | 1,253 | | 1,172 | | 3,805 |

| Trade payables | 4,557 | | - | | - | | - | | - | | - |

| Accrued wages and other expenses | 3,779 | | - | | - | | - | | - | | - |

| Interest – Credit Facility - Other (note 9) | 2,056 | | 4,113 | | 2,056 | | - | | - | | - |

| Interest – Debentures and convertible debentures (note 10,11) | 3,720 | | 7,440 | | 3,415 | | - | | - | | - |

| Purchase obligations | 263 | | 1,052 | | 1,052 | | - | | - | | - |

| | 15,063 | | 13,987 | | 7,799 | | 1,253 | | 1,172 | | 3,805 |

| Credit Facility – Other (note 9) | - | | - | | 39,170 | | - | | - | | - |

| Debentures and convertible debentures (note 10,11) (1) | - | | - | | 57,178 | | - | | - | | - |

| | - | | - | | 96,348 | | - | | - | | - | | Total contractual obligations | 15,063 | | 13,987 | | 104,147 | | 1,253 | | 1,172 | | 3,805 |

All values are in US Dollars.

______

^(1)^	The Company has the right to add debenture interest to the principal balance of the debentures rather than payment in cash. Management has exercised this right as it relates to $2,020 of debenture interest for March 2020 to July 2020.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include cash, investment portfolio, debentures, credit facilities and derivative financial liability.

21

Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

17.	Nature and extent of risk arising from financial instruments (Continued from previous page)
	Interest rate risk
	Changes in market interest rates may have an effect on the cash flows associated with some financial assets and liabilities, known as cash flow risk, and on the fair value of other financial assets or liabilities, known as price risk. The Company is exposed to interest rate risk primarily relating to its credit facility that bears interest fluctuating with LIBOR. The Credit Facility - Other had a LIBOR floor of 2.0% until July 2, 2020, on which date the LIBOR floor was reduced to 1.5%. As at June 30, 2020, LIBOR is 0.16% (December 31, 2019 – 1.74%). A 50-basis point change in LIBOR would not increase or decrease credit facility interest expense.
	The debentures and convertible debentures have fixed rates of interest and are not subject to interest rate risk.
	Currency risk
	Currency risk is the risk that changes in foreign exchange rates may have an effect on future cash flows associated with financial instruments. The Company is exposed to foreign currency risk on the following financial instruments denominated in U.S. dollars. A 5% increase or decrease in the U.S. dollar exchange rate would increase or decrease the unrealized exchange gain (loss) by $47.

(‘$000 in USD$)	June 30,<br><br>2020		December 31,<br><br>2019

| Cash | | 147 | | 322 |

| Investment portfolio | | 5,710 | | 7,060 |

| Debentures | | 5,164 | | 5,020 |

Other price risk

Other market price risk is the risk that the fair value of the financial instrument will fluctuate as a result of changes in market prices (other than those arising from interest rate risks or currency risk), whether caused by factors specific to an individual investment or its issuers or factors affecting all instruments traded in the market. Our investment portfolio comprises of non-listed closely held equity instruments which are not exposed to market prices. Fair valuation of our investment portfolio is conducted on a quarterly basis.

18.

Equity

(a)	Share capital
	The Company’s authorized share capital is comprised of an unlimited number of common shares with no par value and an unlimited number of preferred shares issuable in one or more series. The Board is authorized to determine the rights and privileges and number of shares of each series.
	As at June 30, 2020, there are 28,834,348 common shares and no preferred shares issued and outstanding.
(b)	Options
	The Company has a stock option plan (the “Plan”) that provides for the granting of options to directors, officers, employees and consultants. The exercise price of an option is set at the time that such option is granted under the Plan. The maximum number of common shares reserved for issuance under the Plan is the greater of i) 15% of the number of common shares issued and outstanding of the Company and ii) 3,800,000. As a result of the Business Combination described in Note 13, there are an additional 536,000 options issued and outstanding as at December 31, 2019, which were granted pursuant to the Company’s prior stock option plan (the “Prior Plan”). These 536,000 options outstanding do not contribute towards the maximum number of common shares reserved for issuance under the Plan as described above.
	Each option converts into one common share of the Company upon exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of expiry. Options issued under the Plan have a maximum contractual term of eight years, and options issued under the Prior Plan have a maximum contractual term of ten years.

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Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

18.	Equity (Continued from previous page)
		A summary of the status of the stock options and changes in the period is as follows:

	Options Outstanding (000s)			Weighted Average Grant Date Fair Value	Weighted Average Exercise Price	Options Exercisable (000s)		Weighted Average Exercise Price

| As at December 31, 2018 | | 3,108 | | | | | 1,965 | |

| Options granted | | 817 | | | | | | |

| Replacement awards | | 536 | | | | | | |

| Exercised | | (356 | ) | | | | | |

| Forfeited | | (408 | ) | | | | | |

| As at December 31, 2019 | | 3,697 | | | | | 2,833 | |

| Options granted | | 1,339 | | | | | | |

| Exercised | | (6 | ) | | | | | |

| Forfeited | | (331 | ) | | | | | |

| As at June 30, 2020 | | 4,699 | | | | | 2,920 | |

All values are in US Dollars.

The above noted options have expiry dates ranging from November 2021 to December 2029.
On June 10, 2020, Mogo modified the exercise price of 1,394,425 outstanding options previously granted to non-executive employees to $1.56. The incremental modification expense arising from the repricing of these options was $397, of which $285 was amortized into stock based compensation expense in the three months ended June 30, 2020.
Options granted during the six month period ended June 30, 2020 include 150,000 options granted to non-employees and measured at the fair value of corresponding services received, rather than using the Black-Scholes option pricing model.
The estimated fair value of options granted using the Black-Scholes option pricing model had the following assumptions:

	For the six months ended June 30,2020			For the year ended December 31, 2019

| Risk-free interest rate | | 0.35 | % | 1.17% - 1.83% | | |

| Volatility in market price of shares | | 72 | % | | 50 | % |

| Expected dividend yield | | 0 | % | | 0 | % |

| Expected forfeiture rate | | 15 | % | | 15 | % |

These options generally vest either immediately or monthly over a three to four year period after an initial one year cliff. For the six months ended June 20, 2020, expected volatility is calculated based on Mogo’s historical stock price as quoted on the Toronto Stock Exchange (the “TSX”).
Total share-based compensation costs related to options and RSUs for the three and six months ended June 30, 2020 were $460 and $674 respectively (three and six months ended June 30, 2019 - $1,131 and $1,391, respectively).

(c)

Restricted share units

RSUs are granted to executives and other key employees. The fair value of an RSU at the grant date is equal to the market value of one of the Company’s common shares. Executives and other key employees are granted a specific number of RSUs for a given performance period based on their position and level of contribution. RSUs vest fully after three years of continuous employment from the date of grant and, in certain cases, if performance objectives are met as determined by the Board of Directors. The maximum number of shares which may be made subject to issuance under RSUs awarded under the RSU Plan is 500,000.

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Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

18.	Equity (Continued from previous page)
		Details of outstanding RSUs as at June 30, 2020 are as follows:

	Number of RSUs (000s)

| Outstanding, December 31, 2018 | | 246 | |

| Granted | | - | |

| Converted | | (94 | ) |

| Expired | | (11 | ) |

| Outstanding, December 31, 2019 | | 141 | |

| Converted | | (37 | ) |

| Expired | | (5 | ) |

| Outstanding, June 30, 2020 | | 99 | |

(d)	Warrants

	Warrants Outstanding (000s)			Weighted Average Exercise Price	Warrants Exercisable (000s)		Weighted Average Exercise Price (Warrants Exercisable)

| As at December 31, 2018 | | 1,779 | | | | 982 | |

| Warrants exercised | | (583 | ) | | | - | |

| As at December 31, 2019 | | 1,196 | | | | 598 | |

| Warrants issued | | 350 | | | | - | |

| As at June 30, 2020 | | 1,546 | | | | 897 | |

All values are in US Dollars.

The 1,546,120 warrants outstanding noted above have expiry dates ranging from January 2021 to August 2023.

Effective January 1, 2020, Mogo amended and extended the Postmedia Agreement for an additional two years expiring on December 31, 2022. Under the amended and extended Postmedia Agreement, Postmedia receives a quarterly revenue share payment of $263, reduced from $527 in Q4 2019. Further, the contractual life of 50% of the warrants previously issued to Postmedia was extended to seven years such that the new expiry date is January 25, 2023. Mogo also granted Postmedia additional 3.5-year warrants (the “New Warrants”) to acquire 350,000 common shares of Mogo at an exercise price of $3.537, which will vest in equal instalments over three years. Total expense in respect of the New Warrants for the six month period ended June 30, 2020 was $132.

The fair value of the warrants outstanding was estimated using the Black-Scholes option pricing model with the following assumptions:

	For the six months ended June 30, 2020			For the year ended December 31, 2019

| Risk-free interest rate | 0.31- 1.66 | | % | 0.64 - 2.05 | | % |

| Volatility in market price of shares | 50-72 | | % | 50-55 | | % |

| Expected dividend yield | | 0 | % | | 0 | % |

| Expected forfeiture rate | | 0 | % | | 0 | % |

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Mogo Inc.<br><br>Notes to the Interim Condensed Consolidated Financial Statements<br><br>(Unaudited)<br><br>(Expressed in thousands of Canadian dollars, except per share amounts)<br><br>For the three and six months ended June 30, 2020 and 2019

18.	Equity (Continued from previous page)
		On June 3, 2020, we entered into a further amendment with Postmedia pursuant to which Postmedia agreed to waive certain amounts payable by Mogo through December 31, 2020 in exchange for Mogo reducing the exercise price of the 1,546,120 common share purchase warrants previously issued to Postmedia, to $1.292.
		Modifications related to repricing and the extension of the warrants’ contractual life resulted in an incremental modification expense of $491 of which $358 was amortized in the three months ended June 30, 2020 and is included in marketing expense.
	(e)	Loss per share
		Loss per share is based on consolidated comprehensive loss for the three and six months ended June 30, 2020 divided by the weighted average number of shares outstanding during that period. Diluted loss per share is computed in accordance with the treasury stock method and is based on the weighted average number of shares and dilutive share equivalents.
		The outstanding stock options and warrants were excluded from the calculation of diluted loss per share because their effect is anti-dilutive.

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mogo_ex993.htm EXHIBIT 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, David Feller, Chief Executive Officer of Mogo Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the "Interim filings") of Mogo Inc. (the "issuer") for the interim period ended June 30, 2020.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the Interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings

(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared: and
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1	Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control – Integrated Framework (COSO Framework 2013) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2	ICFR - material weakness relating to design: N/A
5.3	Limitation on scope of design: N/A
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2020 and ended on June 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: August 11, 2020

“David Feller”

__________________________

David Feller

Chief Executive Officer

mogo_ex994.htm EXHIBIT 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Gregory Feller, Chief Financial Officer of Mogo Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the "Interim filings") of Mogo Inc. (the "issuer") for the interim period ended June 30, 2020.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the Interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings

(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared: and
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1	Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control – Integrated Framework (COSO Framework 2013) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2	ICFR - material weakness relating to design: N/A
5.3	Limitation on scope of design: N/A
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2020 and ended on June 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: August 11, 2020

“Gregory Feller”

_________________________

Gregory Feller

Chief Financial Officer

mogo_ex995.htm EXHIBIT 99.5

Mogo Announces Strong Second Quarter 2020 **** Financial Results

Company reports Q2 2020 Revenue of $10.6 million with approximately 43% from Subscription & Services

Q2 2020 Adjusted EBITDA^1^ of $5.2 million, up from $0.5 million in Q1 2020

Company generates net cash from operating & investing activities of $7.3 million, up from $(4.3) **** million^2^ in Q1 2020

Mogo reports in Canadian dollars and in accordance with IFRS

Vancouver, British Columbia, August 11 , 2020 – Mogo Inc. (TSX:MOGO) (NASDAQ:MOGO) (“Mogo” or the “Company”), one of Canada’s leading financial technology companies, today announced its financial and operational results for the second quarter ended June 30, 2020.

“We delivered strong second-quarter profitability, which speaks to the impact of the changes we made to mitigate the effects of COVID-19, but most importantly really highlights the underlying strength of our business model,” said David Feller, Mogo’s Founder and CEO. “We are continuing to focus on enhancing our value proposition and building Mogo into a powerful finance app that can help consumers take their finances to the next level. With the recent launch of our new spending account that includes the Mogo Visa* Platinum Prepaid Card a prepaid Visa, we become the first company in Canada to offer Canadians a simple and free way to not only control their spending and avoid debt, but also do their part to help solve climate change by offsetting CO2 as they spend. There is an accelerating trend toward sustainable living and MogoSpend fits right into this trend. It’s also a high-engagement product that creates a new revenue stream and we believe will also help attract a whole new segment of customers. In addition, we have seen early traction with our new referral model, with two partners already signed on.”

Greg Feller, President and CFO, added: “Q2 2020 was a milestone quarter for the Company as it allowed us to demonstrate the multiple levers we have in our business model as well as showcasing the underlying profitability of our financial model. Specifically, we were able to quickly respond to the COVID-19 crisis by immediately reducing our growth related expenses and pausing loan originations which resulted in us generating $7.3 million in positive cash flow from operations net of investing during the quarter as well as record gross margins and Adjusted EBITDA margins of 91% and 49% respectively. In addition, with the recent launch of MogoSpend and the expansion of our referral model, we have an increasing number of ways to monetize our member base over time as these products and partnerships scale.”

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Q2 2020 Business Highlights

·	Members increased 20% year over year to 1,040,000 at quarter end, placing Mogo among the largest fintech companies in Canada by total members.
·	Following the successful beta launch of the carbon offset program for MogoSpend, began full rollout in July 2020. This is the only card in Canada designed to help Canadians achieve Zero Debt and a Zero Carbon footprint.
·	In May 2020, amended certain terms of our 10% convertible senior secured debentures previously set to mature on May 31, 2020. The amendments include, among other things, extending the maturity date of the convertible debentures to May 31, 2022.
·	Subsequent to quarter end, established two new referral agreements, for a high interest savings product and prime loans. Mogo will receive a fee for every qualified account referred to its partners.

Q2 2020 Financial Highlights

·	Core revenue^3^ was $10.6 million, above our previously released guidance of $10.3 million to $10.5 million and a 6% decrease compared to the same period in 2019. Revenue was $10.6 million, compared with $14.9 million in the same period last year.
·	Adjusted EBITDA^1^ was $5.2 million (49% margin), above our previously released guidance of $4.5 million to $5.0 million, representing a 855% increase from $0.5 million in Q1 2020 and a 227% increase compared to $1.6 million (11% margin) in the second quarter of 2019. This increase is primarily attributable to record gross margin based on strong loan performance as well as a significant reduction in growth related operating expenses.
·	Net cash provided by (used in) operating and investing activities of $7.3 million, which was an $11.6 million improvement from ($4.3) million^2^ in Q1 2020.
·	First positive income from operations in company history of $1.9 million, versus a loss of ($1.6) million in Q2 2019.
·	Adjusted cash net income (loss)^1^ was $2.6 million for Q2 2020, compared to a loss of ($4.7) million in Q2 2019. The $7.3 million improvement is driven primarily by the reduction in operating expenses, as well as reduced cash interest expense.
·	Net income (loss) of ($1.6) million in Q2 2020, compared with $6.4 million in Q2 2019 which included a $13.3 million one-time gain from the Difference Capital business combination in the prior quarter.
·	At June 30, 2020, the Company had $25.3 million in combined cash and investment portfolio ($7.5 million of cash and $17.8 million investment portfolio).
·	Amounts outstanding on credit facilities decreased to $39.2 million, from $76.5 million at year end 2019.

^1^ For more information regarding our use of these non-IFRS measures and, where applicable, a reconciliation to the most comparable IFRS measure, see “Non-IFRS Financial Measures” in the Company’s MD&A for the period ended June 30, 2020.

^2^ Excludes $31.6 million of proceeds from sale of the Liquid loan book in Q1 2020.

^3^ In light of the sale of the majority of our MogoLiquid loan portfolio, the Company has revised its definition of core revenue to exclude revenue related to Liquid loans. The prior period comparative figures for core revenue have been revised to conform with the new definition. Refer to “Non-IFRS Financial Measures” in the Company’s MD&A for the period ended June 30, 2020 for a reconciliation of core revenue to amounts reported in previous periods.

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COVID-19 Response

In light of the uncertain economic environment, Mogo has undertaken a number of initiatives to support our customers, reduce expenses and more efficiently manage our capital resources. Specific actions and results include:

·	To date, we have provided approximately 6% of our loan customers with some form of relief, including reduced interest and deferred payments, with only about 1% of customers still on relief at quarter end. The number of customers requiring relief options has reduced significantly in June 2020 compared to March and April 2020.
·	In the second quarter of 2020, we experienced a decrease in the rate of customer default relative to historical levels, which has continued into the third quarter to date.
·	In March 2020, we temporarily paused new on-balance sheet loan offers, instead focusing on servicing our existing members and loan customers, and directed a certain portion of the reduced loan demand to our lending partner.
·	In Q2 2020 and to date in Q3 2020, we have taken a slow and measured approach to restarting new loan originations. New loan originations in the second quarter were minimal, consisting primarily of moderate increases in loan balances to existing customers in good standing, and loans to past customers who had previously paid in full.
·	We saw higher-than-normal early loan repayments in the second quarter and loan repayments remain slightly higher than historical average.

Financial Outlook

In Q2 2020, we reported net cash provided by (used in) operating and investing activities of $7.3 million, which exceeded our guidance range of $5.0 million to $6.0 million previously issued in our Q1 2020 MD&A, and the revised guidance range of $6.5 million to $7.0 million issued in our press release dated July 15, 2020, primarily due to better than expected loan repayment and default collections performance, and higher than expected operating cash expense savings. In Q3 2020, we expect to continue generating positive cash provided by operating and investing activities.

Additional Updates

The Company also announced that it has agreed to issue freely tradeable shares to a third-party creditor of the Company (the “Creditor”) on account of $385,000 owing in connection with services previously provided by the Creditor. The issue price will be determined with reference to the volume-weighted average price of the common shares of the Company on the Toronto Stock Exchange (the “TSX”) during the ten trading day period ending on August 26, 2020. Issuance of the common shares is subject to approval of the TSX.

Conference Call & Webcast

Mogo will host a conference call to discuss its Q2 2020 financial results at 5:00 p.m. EDT on August 11, 2020. The call will be hosted by David Feller, Founder and CEO, and Greg Feller, President and CFO. To participate in the call, dial (833) 968-2206 or (778) 560-2782 (International). The webcast can be accessed at http://investors.mogo.ca. Listeners should access the webcast or call 10-15 minutes before the start time to ensure they are connected.

3

Non-IFRS Financial Measures

This press release makes reference to certain non‑IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. These measures are provided as additional information to complement the IFRS financial measures contained herein by providing further metrics to understand the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non‑IFRS financial measures, including core revenue (total revenue excluding revenue from bitcoin mining and revenue related to Liquid loans), adjusted EBITDA, and adjusted cash net income (loss), to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. Our management also uses non‑IFRS financial measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our capital expenditure and working capital requirements. Please see “Non-IFRS Financial Measures” in our Management’s Discussion and Analysis for the Period Ended June 30, 2020 for a reconciliation of these non-IFRS financial measures to the nearest IFRS measures which is available at www.sedar.com and at www.sec.gov.

Forward-Looking Statements

This news release may contain "forward-looking statements" within the meaning of applicable securities legislation, including statements regarding Mogo’s response to COVID-19, the reduction of its expenses, its path to cash flow positive, the resumption of on-balance lending, the expansion of lending partnerships and the introduction of new referral models. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at the time of preparation, are inherently subject to significant business, economic and competitive uncertainties and contingencies, and may prove to be incorrect. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual financial results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Mogo's growth, its ability to expand into new products and markets and its expectations for its financial performance for 2020 are subject to a number of conditions, many of which are outside of Mogo's control. For a description of the risks associated with Mogo's business please refer to the “Risk Factors” section of Mogo’s current annual information form, which is available at www.sedar.com and www.sec.gov. Except as required by law, Mogo disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise

4

About Mogo

**For further information:**Craig Armitage Investor Relations [email protected] (416) 347-8954

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