Orion Digital Corp 6-K, filed Mar 27, 2023

Orion Digital Corp. (ORIO)

6-K 2023-03-27 For: 2023-03-24

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Added on April 10, 2026

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Orion Digital Corp filed this 6-K on March 27, 2023.

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	Mogo Inc.


Date: March 24, 2023	By:	/s/ Gregory Feller
		Name: Gregory Feller
		Title: President & Chief Financial Officer

Exhibit Number		Document Description

99.1		Annual information form dated March 23, 2023
99.2		Form 52-109F1 CEO certification of annual filings
99.3		Form 52-109F1 CFO certification of annual filings

CERTAIN INTERPRETATION MATTERS		4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		4
CORPORATE STRUCTURE		8
NAME, ADDRESS, AND INCORPORATION		8
INTERCORPORATE RELATIONSHIPS		9
BUSINESS DESCRIPTION		9
GENERAL		9
PRODUCT DEVELOPMENT		12
OUR PLATFORMS		13
SALES AND MARKETING		14
SPECIALIZED SKILL AND KNOWLEDGE		16
COMPETITIVE CONDITIONS		16
INTANGIBLE PROPERTIES		17
CREDIT FACILITY		17
EMPLOYEES		18
FOREIGN OPERATIONS		19
GENERAL DEVELOPMENT OF THE BUSINESS		19
CURRENT FINANCIAL YEAR – RECENT DEVELOPMENTS		19
THREE YEAR HISTORY		19
RISK FACTORS		25
DIVIDENDS AND DISTRIBUTIONS		42
DESCRIPTION OF CAPITAL STRUCTURE AND DIVIDENDS		42
MARKET FOR SECURITIES		42
TRADING PRICE AND VOLUME		42
ESCROWED SECURITIES AND SECURITIES SUBJECT TO A CONTRACTUAL RESTRICTION ON TRANSFER		44
PRIOR SALES		45
DIRECTORS AND OFFICERS		45
NAME, OCCUPATION AND SECURITY HOLDING		45
BIOGRAPHIES		46
CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS		47
INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS		48

LEGAL PROCEEDINGS AND REGULATORY ACTIONS		48
LEGAL PROCEEDINGS		48
REGULATORY ACTIONS		48
TRANSFER AGENTS AND REGISTRARS		48
MATERIAL CONTRACTS		48
EXPERTS		49
NAMES OF EXPERTS		49
INTERESTS OF EXPERTS		49
INFORMATION ON THE AUDIT COMMITTEE		49
THE AUDIT COMMITTEE'S CHARTER		49
COMPOSITION OF THE AUDIT COMMITTEE		49
RELEVANT EDUCATION AND EXPERIENCE		49
AUDIT COMMITTEE OVERSIGHT		50
PRE-APPROVAL POLICIES AND PROCEDURES		50
EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)		50
ADDITIONAL INFORMATION		51
APPENDIX A – AUDIT COMMITTEE CHARTER		1

	·	the Company's ability to navigate the overall economic impact of the COVID-19 pandemic;

	·	the Company's expectations regarding its revenue (including loan interest), expenses and operations, key performance indicators, provision for loan losses (net of recoveries) and delinquencies ratios;

	·	the Company's anticipated cash needs and its needs for additional financing, funding costs, and ability to extend or refinance any outstanding amounts under the Company's credit facility and debentures;

	·	the Company's ability to protect, maintain and enforce its intellectual property;

	·	third-party claims of infringement or violation of, or other conflicts with, intellectual property rights;

	·	the resolution of any legal matters;

	·	the Company's plans for and timing of expansion of its products and services;

	·	the Company's future growth plans;

	·	the Company’s plans to sunset certain legacy products,

	·	the acceptance by consumers and the marketplace of new technologies and solutions;

	·	the Company's ability to attract new members and develop and maintain existing members;

	·	the Company's ability to attract and retain personnel;

	·	the Company's expectations with respect to advancement of its product offering;

	·	the Company's 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;

	·	the Company's historical investment approach, objectives and strategy, including its focus on specific sectors;

	·	the structuring of its investments and its plans to manage its investments; and

	·	the Company's expectations regarding the performance of certain sectors in which it has invested.

	·	the impact of the COVID-19 pandemic;

	·	disruptions in the credit markets;

	·	an increase in member default rates;

	·	our risk management efforts;

	·	our limited operating history in an evolving industry;

	·	our recent, rapid growth;

	·	our history of losses;

	·	our efforts to expand our market reach and product portfolio;

	·	changes in the regulatory environment or in the way regulations are interpreted;

	·	privacy considerations;

	·	material changes to the interest rate charged to our members and paid to our lenders;

	·	our negative operating cash flow;

	·	our ability to access additional capital through issuances of equity and debt securities;

	·	the concentration of our debt funding sources and our ability to access additional capital from those sources;

	·	the financial covenants under our credit facility;

	·	security breaches of members' confidential information;

	·	a decline in demand for our products;

	·	our products achieving sufficient market acceptance;

	·	protecting our intellectual property rights;

	·	claims by third parties for alleged infringement of their intellectual property rights;

	·	the use of open source software and any failure to comply with the terms of open source licenses;

	·	serious errors or defects in our software and attacks or security breaches;

	·	the reliability of our credit scoring model;

	·	access to reliable third-party data;

	·	our levels of indebtedness;

	·	the adequacy of our allowance for loan losses;

	·	exchange rate fluctuations;

	·	our marketing efforts and ability to increase brand awareness;

	·	member complaints and negative publicity;

	·	misconduct or errors by our employees and third-party service providers;

	·	our ability to collect payment on and service the loans we make to our members;

	·	our reliance on data centers to deliver our services and any disruption thereof;

	·	competition in our industry;

	·	the reliability of information provided by our members;

	·	our reliance on key personnel, and in particular, our management;

	·	competition for employees;

	·	preserving our corporate culture;

	·	risks related to litigation;

	·	earthquakes, fire, power outages, flood, and other catastrophic events, and interruption by man-made problems such as terrorism;

	·	volatility in the market price for our publicly traded securities;

	·	future sales of our securities by existing shareholders causing the market price for our publicly traded securities to fall;

	·	no cash dividends for the foreseeable future;

	·	our trading price and volume declining if analysts publish inaccurate or unfavourable research about us or our business;

	·	maintain compliance with Nasdaq’s continued listing requirements;

	·	a failure to maintain effective internal controls;

	·	our reliance on third parties to perform key functions;

	·	risks related to cost-cutting;

	·	insurance coverage and related expense;

	·	risks related to flexible remote working model;

	·	maintaining the net capital levels required by regulators;

	·	risks related to the Company's investment portfolio including:

	o	investment risk;

	o	our ability to monetize the portfolio given investments in private issuers and illiquid securities;

	o	foreign currency exposure if investments in the Company's portfolio consist of securities denominated in foreign currencies;

	o	concentration of investments;

	o	there is no guaranteed return on the Company's investments;

	o	intellectual property claims against issuers that the Company invests in;

	o	the Company's portfolio may include securities of issuers established in jurisdictions outside of Canada and the U.S.;

	o	some investments of the Company may be in markets that are new and emerging;

	o	fluctuation in net asset value and valuation of the Company's portfolio;

	o	non-controlling interests;

	o	trading costs; and

	o	the Company may be limited in its ability to make follow-on investments and the dilution in the Company's holdings resulting from a failure to make such follow-on investments.

	·	A 34% stake in Coinsquare Ltd. (“Coinsquare”), one of Canada’s leading crypto exchanges;

	·	Investments in leading and emerging Web 3.0 platforms including Gemini, NFT Trader, and Tetra Trust; and

	·	Investments in gaming companies including Enthusiast Gaming (NASDAQ:EGLX) and Eleven Gaming.

	·	Ease of Use. Having a member‑centric approach requires providing members with a high degree of usability, facilitated by a positive member experience and self‑service. This objective transcends everything we do, beginning with the front‑end of Mogo’s website, to the member’s online interaction with our product and MogoAccount pages. We look to promote self‑service through a secure portal called the MogoAccount. The Mogo member relationship management environment, which is integrated within the MogoAccount, provides automated personalized communication via online chat, emails, text messages and phone calls. This includes upselling and cross‑selling options as well as product status information in a streamlined and easy-to-use manner.

	·	Automation. Ensuring a quick and appropriate decisioning process, 24/7, requires streamlining the process to avoid steps that are unnecessarily burdensome to the member. We view automation as an important element of this, whether it is during the application process, which includes verification of employment, bank or phone data, as well as during all monetary transactions, including loan funding and member payment processes. Our online interactions with our members are enabled via website rendering on both desktop and mobile.

	·	Analytics‑Based. A key pillar of our platform is the integration of analytics into the transaction flow. By doing so, we believe we are able to derive unique insights into our operations and member experience. Our data gathering processes combine both batch style data warehousing technology, and real‑time actionable intelligence. This enables real‑time credit, upsell and cross-selling opportunities, as well as a personalized experience and data products. We believe that our data‑driven model facilitates and maximizes the sourcing of prospects, significantly increases product application completions, yields a higher conversion rate and enables higher member retention and collections performance.

	·	Plug‑&‑Play Functionality. We use standardized transaction interfaces to third‑party vendor technologies instead of customized integrations or offline/batch data synchronization. By designing our platform architecture this way, we have the ability to rapidly evolve and expand our platform using the most advanced capabilities available in the market without significant investment. By way of example, our MogoCrypto offering, mortgage brokerage, card ecosystem, fraud monitoring and credit risk functions have all operated through plug‑&‑play interfaces to our enterprise vendors. Selection of these vendors is driven by their functional scope and the value we are able to derive via our platform. We frequently review the capabilities and value of other or emerging technologies, and are able to quickly replace or integrate existing or new providers into the platform as a result of this flexible structure.

	·	Mogo.ca. We view our marketing site as our biggest opportunity to convert leads into Mogo members. Constant focus on upgrades and optimizations are prioritized.

	·	Brand Building Mass Marketing. Through our partnership with Postmedia, we leverage Postmedia's extensive distribution and reach, to feature our brand and disruptive value proposition. This increases awareness and interest in the Mogo brand and Mogo products.

	·	Performance Marketing Channels. We effectively leverage performance marketing channels to reach people who have displayed an intent to purchase with highly optimized, data driven targeted ad campaigns.

	·	Referrals. A key focus is on using low cost, "viral" activities such as referrals so Mogo members can share Mogo with their friends and relatives, increasing awareness and interest in our products.

	·	Public Relations. Our public relations strategy is focused on building awareness of Mogo and our products and increasing brand awareness with the public, MogoMembers, and existing and potential investors.

	·	Social Media. We curate content tailored to the nuances and unique audiences of major social platforms, delivering messages about financial products and services, and also extending to topics of interest. With this tactic, we achieve increased brand recognition and improved brand loyalty, higher conversion rates, higher brand authority, increased inbound traffic, reduced marketing costs, better search engine ranking, and improved member insights.

	·	Content Marketing. We leverage content as a part of our overall marketing strategy, including featuring it in Postmedia, our blog, in the Mogo app, and through email.

	·	Email Marketing. We use this channel to nurture prospects with the goal of boosting conversion and maintaining effective communication with our members. Email also helps drive loyalty and retention as we often deploy reactivation campaigns to target users that are well-positioned to but have not yet benefitted from our products.

	·	Partnerships. We maintain ongoing relationships with cost‑effective prospecting partners and build marketing partnerships with brands that target similar audiences or provide products and services that apply to Mogo's target audience.

	·	Affiliate and Influencer Marketing. We partner with popular influencers and agencies to reach wider audiences across Canada. These partnerships leverage highly engaged followings on social media, such as Instagram and TikTok, to accelerate the growth of Mogo’s own social media followings and to create brand relevance with disparate groups.

	·	Financial covenants that may include, among others, requirements with respect to minimum tangible net worth, maximum leverage ratio, minimum consolidated liquidity, and minimum unrestricted cash.

	·	Portfolio performance covenants that may include, among others, requirements that the portfolio not exceed certain stated static pool default ratios and delinquency rates and that the loan yield not be less than stated minimum levels.

	·	Other events that may include, among others, change of control events, certain insolvency-related events, events constituting a servicer default, an inability to engage a replacement backup servicer following termination of the current backup servicer, senior management changes, the occurrence of an event of default or acceleration under other facilities, failure to make required payments or deposits, events related to the entry of an order decreeing dissolution that remains undischarged, events related to the entry or filing of judgments, attachments or certain tax liens that remain undischarged, and events related to breaches of terms, representations, warranties or affirmative and restrictive covenants. Restrictive covenants may, among other things, impose limitations or restrictions on our ability to pay dividends, redeem our stock, make payments in order to retire or obtain the surrender of warrants or options, or our ability and of the guarantors thereunder to incur additional indebtedness, pay dividends, make investments, engage in transactions with affiliates, sell assets, consolidate or merge, make changes in the nature of the business, and create liens.

	·	Early termination fees that may be payable under the credit facility in the event of a termination or other permanent reductions of the credit commitments at the Company's option prior to the expiration of the credit facility.


		2022 Annual Information Form


		2022 Annual Information Form


		2022 Annual Information Form


		2022 Annual Information Form

Functional Area	Number of Full-time Employees		Number of Part-time Employees
Technology & Development		65		0
Customer Service & Operations		126		5
General and Administrative		55		1
Marketing		9		0

	·	Mogo launched the MogoTrade app in Quebec making it available in both English and French languages and increasing our total addressable market opportunity by approximately 28%. MogoTrade remains available by invitation only.

	·	Mogo amended its marketing collaboration agreement with Postmedia Network Inc. ("Postmedia") and extended the agreement until December 31, 2024. Postmedia is a Canadian news media company representing more than 130 brands across multiple print, online and mobile platforms.

	o	An approximate 33% reduction in workforce headcount as at December 31, 2022 compared to March 31, 2022.

	o	A reduction in vendor expenses by all departments.

	o	Completed the exit of Moka France during Q4 2022.

	o	Completed the exit of Mogo's bitcoin product, MogoCrypto

		As a result of these initiatives, total quarterly operating expenses decreased by $9.2 million from Q1 2022 to Q4 2022 and resulted in Mogo reporting its first positive quarterly adjusted EBITDA since FY 2020 of $0.2 million in Q4 2022.

	·	Exited MogoCrypto and Monetized the Digital Assets on Mogo’s Balance Sheet. With the exit of its MogoCrypto product and the sale of digital assets (Bitcoin and Ethereum) in Q4, 2022, Mogo’s sole remaining crypto exposure is comprised of its investment in Canada’s first IIROC registered crypto dealer Coinsquare along with several smaller crypto-related investments in our investment portfolio.

	·	Mogo's digital payment solutions business, Carta Worldwide, processed over $2.2 billion of payments volume in Q4 2022 which was up over 20% sequentially from Q3 2022.

	·	Accelerated the roll-out of invitations to MogoTrade. Mogo continued on its path to providing consumers with a commission-free stock trading app, MogoTrade, while also making further product enhancements, such as automatic approval for account openings, instant funding, and the ability to receive in-app monthly statements, in advance of a broader launch.

	·	2 Million Members. In 2022, Mogo grew its member base to 2 million members.

	·	One Million Trees Planted. In alignment with its mission to help Canadians achieve financial freedom while also solving one of the biggest social issues we face, climate change, Mogo announced it reached its one million trees milestone in partnership with Vancouver-based reforestation platform, veritree.

	·	Formation of Mogo Ventures. Mogo announced Mogo Ventures to Manage its Investment Portfolio (valued at $37.5 million as at December 31, 2022). Mogo Ventures will also manage the Company’s portfolio of legacy investments, including its investments in Hootsuite, Blue Ant Media and Alida, with a focus on monetizing these investments.

	·	Converted our Convertible Debentures (TSX:MOGO.DB) into Common Shares effective January 11, 2021. This early conversion was intended to simplify Mogo's capital structure as Mogo continued to transition back into growth mode.

	·	Acquired Carta. On January 25, 2021, Mogo completed its acquisition of 100% of the issued and outstanding securities of Carta in exchange for the issuance of 10,000,000 Common Shares (the "Carta Transaction"). The Carta Transaction was completed pursuant to a plan of arrangement under the CBCA, upon the terms and conditions of the definitive arrangement agreement between Mogo and Carta dated November 17, 2020 (the "Carta Arrangement Agreement"). Pursuant to the Carta Arrangement Agreement, the 10,000,000 Common Shares (the "Consideration Shares") were issued to an intermediary limited partnership in which the former holders of Carta securities are limited partners (the "Limited Partners"). The distribution of the Consideration Shares took place on July 25, 2021. Upon completion of the Carta Transaction, Carta became a wholly-owned subsidiary of Mogo. See “Business Description – General – Carta”.

	·	Announced Carta’s Visa Ready Certification. On May 20, 2021, Carta was granted a Visa Ready certification through its Visa Ready for Fintech Enablers program. Joining the Visa Ready for Fintech Enablers program enables Carta to provide both fintechs and traditional issuers across Europe and North America with a robust solution for digital issuance, speeding up their time to market and addressing the needs for digital-first strategies.

	·	Invested in Coinsquare. On April 16, 2021, Mogo acquired ownership of 19.99% of the outstanding common shares of Coinsquare, Canada's leading digital asset trading platform, on a post-transaction basis, for total consideration of approximately $56.4 million, consisting of a cash payment of $27.4 million and the issuance of 2,807,577 Common Shares. This strategic investment builds on a multi-year relationship between the two companies; Coinsquare acts as the trading platform for MogoCrypto. Following closing of the investment, Mogo and Coinsquare entered into an investor rights agreement, pursuant to which Mogo was granted a right to appoint up to two nominees to the Coinsquare board of directors depending on its ownership interest. As part of the investment, Mogo entered into a unanimous shareholders agreement with all of the shareholders of Coinsquare, which provides certain rights and restrictions customary for an investment of this nature. At closing, Coinsquare issued to Mogo a warrant to acquire up to an additional 10% of the outstanding common shares of Coinsquare on a post-transaction basis, and Mogo was granted the option to acquire, and certain existing shareholders of Coinsquare have a right to require Mogo to purchase, an additional 10% of the outstanding common shares of Coinsquare within 13 months of closing, subject to certain conditions (the “Call Option”).

		On June 4, 2021, Mogo announced the closing of a purchase of an additional 5,412,222 common shares of Coinsquare which increased Mogo’s ownership in Coinsquare from 19.9% to approximately 37%. The purchase was completed in two separate transactions consisting of a) the exercise of the Call Option of 3,223,690 Coinsquare common shares from certain selling shareholders and b) the purchase of 2,188,532 common shares of Coinsquare from Riot Blockchain Inc. (NASDAQ:RIOT). The aggregate consideration paid by Mogo under the two transactions was $48.6 million, which was satisfied by the issuance of an aggregate of 5,080,876 Common Shares. On June 15, 2021, Mogo announced that it had acquired an additional 2.0% of the outstanding common shares of Coinsquare from Michael Diamond and two affiliated companies. Mogo requires Coinsquare board approval to increase its ownership interest in Coinsquare over 49.9%. There is no certainty that the Coinsquare board of directors will grant such approval.

	·	Closed a US$54 Million Registered Direct Offering. On February 24, 2021, Mogo closed its sale to certain institutional investors of an aggregate of 5,346,536 Common Shares at a purchase price of US$10.10 per Common Share in a registered direct offering (the "Registered Direct Offering") priced at-the-market under the Nasdaq rules. H.C. Wainwright & Co., LLC (“HCW”) acted as exclusive placement agent of the Registered Direct Offering pursuant to the terms of an engagement agreement with the Company dated February 21, 2021. The aggregate gross proceeds to the Company were approximately US$54 million, and after deducting the placement agent's fees and the estimated expenses of the Registered Direct Offering, the net proceeds from the Registered Direct Offering were approximately US$50.1 million. In connection with the Registered Direct Offering, Mogo completed the issuance to investors of unregistered warrants to purchase up to an aggregate of 2,673,268 Common Shares in a concurrent private placement. Each such warrant entitles the holder thereof to acquire one Common Share at an exercise price of US$11.00 at any time until 5:00 p.m. (New York time) on August 26, 2024. In addition, the Company issued unregistered warrants to purchase 267,327 Common Shares to HCW in consideration of its services as placement agent of the Registered Direct Offering. Each such warrant entitles the holder thereof to acquire one Common Share at an exercise price of US$12.65 at any time until 5:00 p.m. (New York time) on February 26, 2024.

	·	Terminated our ATM Offering. Simultaneously with the announcement of the Registered Direct Offering, Mogo announced the termination of its at-the-market offering agreement dated December 31, 2020 (the "ATM Agreement") between Mogo, HCW, as lead agent, Raymond James Ltd., and Eight Capital, effectively ceasing the US$50 million at-the-market offering (the "ATM Offering") established by the Company under a prospectus supplement dated December 31, 2020. Prior to terminating the ATM Offering, Mogo sold a total of 1,524,759 Common Shares for total aggregate gross proceeds of US$14,867,402.04.

	·	Closed a US$27.5 Million Registered Direct Offering. On December 13, 2021, Mogo closed its sale to certain institutional investors of an aggregate of 6,111,112 Common Shares and warrants to purchase up to an aggregate of 3,055,556 Common Shares (each whole warrant, a “Warrant” and each Common Share and one-half of one Warrant, a “Unit”) at a purchase price of US$4.50 per Unit in a registered direct offering (the "Second Registered Direct Offering"). HCW acted as exclusive placement agent of the Second Registered Direct Offering. The aggregate gross proceeds to the Company were approximately US$27.5 million, and after deducting the placement agent's fees and the estimated expenses of the Second Registered Direct Offering, the net proceeds from the Second Registered Direct Offering were approximately US$25.3 million. Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of US$4.70, exercisable six months following closing, and has a term of 36 months.

	·	Sold our Investment in Vena for a 116% Gain. On April 28, 2021, Mogo divested its equity stake in Vena Solutions Inc. as part of their recent $300 million Series C funding, for proceeds of $4,670,000, a 116% increase from the book value as at December 31, 2020. The Company’s legacy investment portfolio, which included Vena, was acquired as part of its 2019 business combination with Difference.

	·	Invested in Ethereum. On May 3, 2021, Mogo announced that it purchased approximately 146 ether at an average price of $3,425 (US$2,780) per ether.

	·	Acquired Moka. On May 4, 2021, Mogo acquired all of the issued and outstanding securities of Moka, one of Canada's leading saving and investing apps, in exchange for the issuance of 4,999,991 Common Shares. The acquisition increased Mogo's member base by approximately 400,000 and expanded Mogo's wealth offering to include saving and investing products. See “Business Description – General – Moka”.

	·	Expanded the Bitcoin Rewards Program. Mogo's first-of-its-kind rewards program was extended to include the MogoCard in January 2021, and MogoMortgage in March 2021. See “Business Description – General – Bitcoin Rewards Program”.

	·	Filed a Mixed Shelf Prospectus. On April 15, 2021, Mogo filed a final short form base shelf prospectus with the securities regulators in each province and territory of Canada, except Quebec, and a corresponding shelf registration statement on Form F-10 with the United States Securities and Exchange Commission ("SEC"). The prospectus replaces the prospectus that was filed in 2019, and enables Mogo to make offerings of Common Shares, preferred shares, debt securities, warrants to purchase Common Shares, preferred shares or debt securities, or any combination thereof of up to an aggregate offering price of US$500 million at any time during the 25-month period that the prospectus remains effective.

	·	Partnered with Fundstrat. On May 6, 2021, Mogo announced a new partnership to provide MogoMembers with exclusive access to crypto and other equity research from FSInsight LLC (“FSI”), a market-leading, independent research firm that is a division of Fundstrat Global Advisors. Under the agreement, Mogo became the exclusive distributor bringing FSI’s research to Canada’s retail investor market. FSI’s research is available to MogoMembers.

	·	Invested in Tetra Trust. On July 8, 2021, Mogo announced a new minority investment in Tetra Trust Company (“Tetra Trust”), Canada’s first qualified custodian for cryptocurrency assets, acquiring approximately 4% of the outstanding common shares of Tetra Trust.

	·	Acquired Fortification (Renamed MogoTrade). On September 1, 2021, Mogo acquired 100% of the issued and outstanding securities of Fortification Capital Inc. (“Fortification”), in exchange for (i) a cash payment of $500,000, (ii) a cash payment equal to the working capital of Fortification plus repayment of the subordinated debt owed to the vendor at the time of closing totalling approximately $550,000, and (iii) the issuance of 75,000 Common Shares. The acquisition of Fortification brings OEO (order execution only) registration capabilities which is a necessary regulatory requirement for Mogo to offer commission-free stock trading to its members through MogoTrade. Following closing, Fortification was renamed MogoTrade Inc., and will continue to operate as a stand-alone wholly-owned subsidiary of Mogo.

	·	Partnered with CI Investments. On October 12, 2021, Mogo announced a new partnership with CI Investment Services Inc. to provide a range of back-office services to support MogoTrade, including clearing and settlement, custody of client funds and securities, and trade execution.

	·	Launched “Green” Bitcoin. On October 26, 2021, Mogo launched the world’s first climate-positive bitcoin, an initiative which makes all bitcoin purchased on the Mogo platform climate positive. For every bitcoin purchased through its platform, Mogo will plant enough trees to completely absorb the CO2 emissions produced by mining that bitcoin —and then some. This initiative, believed to be the first of its kind, also includes all bitcoin currently held by members on the platform. Mogo’s ‘green’ bitcoin further demonstrates the Company’s commitment to creating a healthier planet while empowering Canadians to invest and spend wisely.

	·	Invested in Gemini. On November 23, 2021, Mogo announced a minority investment in Gemini’s US$400 million financing, led by Morgan Creek Digital.

	·	Expanded our Credit Facility and Lowered the Interest Rate. On December 17, 2021, Mogo announced amendments to the Credit Facility that lowered the effective interest rate from a maximum of 9% plus LIBOR with a LIBOR floor of 1.5%, to 8% plus LIBOR with no floor. In addition, the amendment increases the available loan capital from $50 million to $60 million and extends the maturity date by three years from July 2, 2022 to July 2, 2025.

	·	Received Regulatory Approval and Launched MogoTrade App. On December 21, 2021, Mogo received final approval from IIROC for the launch of MogoTrade, and subsequently launched the MogoTrade App in the App Store and on Google Play. See “Business Description – General – MogoTrade”.

	·	Ended 2021 with more than 1.8 million members, placing us among the largest fintech companies in Canada by total members.

	·	Surpassed one million members on our digital platform in February 2020.

	·	Launched the MogoCard. On July 27, 2020, we announced the launch of our digital spending account. See “Business Description – General – MogoCard”.

	·	Entered into the ATM Agreement in December 2020 with HCW, as lead agent, and Raymond James Ltd. and Eight Capital, establishing the ATM Offering, pursuant to which, the Company could, at its discretion and from time to time, sell on the Nasdaq, such number of Common Shares as would result in aggregate gross proceeds to the Company of up to US$50 million. The ATM Offering was subsequently terminated on February 22, 2021.

	·	Invested in Bitcoin. In December 2020, we announced plans to make an initial corporate investment of up to $1.5 million in bitcoin. To date we have acquired approximately 18 bitcoins at an average purchase price of $42,079 (US$33,083) per bitcoin.

	·	Launched the Bitcoin Rewards Program. On November 9, 2020, we announced the launch of our Bitcoin Rewards Program.

	·	Amended the Company’s non-convertible debentures (the “Non-Convertible Debentures”) effective September 30, 2020, including a reduction in the average interest rate from approximately 14% to 7% and the extension of the maturity dates to January 31, 2023 and January 31, 2024. In connection with the implementation of the amendments, the Company issued an aggregate of 4,479,392 Common Share purchase warrants (the “Listed Warrants”) to the holders of the Non-Convertible Debentures. Each Listed Warrant is exercisable to purchase one Common Share at an exercise price of $2.03 at any time until 4:30 p.m. (Toronto time) on December 31, 2022.

	·	Established a new referral agreement with Lendful. Effective August 25, 2020, the agreement allows Mogo to offer its members access to Lendful’s prime loan products through the Mogo app.

	·	Entered a three-year lending partnership with goeasy Ltd. (TSX:GSY) (“goeasy”), effective February 28, 2020, and completed the sale of the majority of its MogoLiquid loan portfolio to goeasy for gross consideration of $31.6 million, consistent with Mogo’s strategic plan to reduce its on balance sheet lending and focus on leveraging its proprietary digital lending platform to originate loans for key partners. The partnership allows Mogo to generate additional fee-based subscription and services revenue.

	·	In conjunction with the sale of the MogoLiquid loan portfolio, we extinguished one of our credit facilities, which held an outstanding balance of $28.7 million. To extinguish the facility in advance of its maturity date, Mogo paid a prepayment penalty of $2.5 million of which $1.5 million is payable in cash and $1 million of which was settled in shares through an issuance of 306,842 Common Shares.

	·	Postmedia amendments. 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 revenue share payments to Postmedia. Mogo also issued additional 5-year warrants to acquire 350,000 Common Shares at an exercise price of $3.537, which will vest in equal instalments over three years. Mogo also agreed to extend the term of 50% of the warrants previously issued to Postmedia from January 25, 2021 to January 25, 2023. In June 2020, we further amended the agreement to, among other things, waive the revenue sharing payments payable by Mogo to Postmedia in respect of the second and third calendar quarters of 2020 and waive the minimum search and social spend for which Mogo was obliged through December 31, 2020. In exchange, Mogo agreed to reduce the exercise price of all warrants issued to Postmedia to $1.292 per Common Share.

	·	Adapted to the COVID-19 pandemic. On March 11, 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. COVID-19 has continued to persist and remains dynamic. The ultimate duration and magnitude of the impact on the economy and our business remain unknown at this time including as a result of the emergence of new variants. Mogo operates a fully digital platform; its services and products are all accessed through its app or online, with no physical branches or consumer-facing offices. As a result, the Company has not experienced any material business interruption to date. While the degree of severity and length of an economic downturn is difficult to predict, Mogo believes that it continues to be well positioned to navigate through the pandemic. However, due to the uncertain future of the pandemic, the overall economic impacts of COVID-19 could still 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. Mogo’s employees continue to operate in a remote work environment established at the onset of the COVID-19 pandemic, and given the nature of our business, our customer experience has been and remains wholly unchanged. In light of this uncertain economic environment, the Company undertook a thorough review of all its expenses and implemented a plan to significantly reduce these expenses effective in Q2 2020. In 2021, in light of continued member growth and better than expected loan book performance since the start of the COVID-19 pandemic, we have not extended the measures taken in 2020 related to our COVID-10 response plan. Mogo will continue to evaluate and adapt to the evolving pandemic on an ongoing basis. During this continued 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.

	·	our failure to predict market demand accurately and supply products that meet this demand in a timely fashion;

	·	members using our platforms may not like, find useful or agree with any changes;

	·	defects, errors or failures in our platforms;

	·	negative publicity about our products or our platforms' performance or effectiveness;

	·	delays in releasing to the market new products or platform enhancements; and

	·	the introduction or anticipated introduction of competing products by our competitors.

	TSX (prices in Canadian dollars)						Nasdaq (prices in U.S. dollars)
Month	High Trading Price ($)		Low Trading Price ($)		Average Volume		High Trading Price ($)		Low Trading Price ($)		Average Volume
January 2022		3.43		3.16		395,127		2.76		2.54		926,003
February 2022		3.03		2.80		342,406		2.39		2.18		462,574
March 2022		3.12		2.90		372,713		2.48		2.29		543,365
April 2022		3.07		2.86		254,359		2.43		2.26		319,807
May 2022		1.90		1.71		294,993		1.46		1.31		459,781
June 2022		1.45		1.31		276,130		1.14		1.03		546,809
July 2022		1.25		1.17		145,019		0.97		0.90		246,339
August 2022		1.60		1,50		123,459		1.24		1.15		243,660
September 2022		1.39		1.31		73,770		1.05		0.98		137,553
October 2022		1.21		1.13		126,674		0.89		0.82		185,979
November 2022		0.92		0.87		124,804		0.69		0.64		154,384
December 2022		0.77		0.72		179,289		0.56		0.53		281,363

Designation of Class	Number of Securities Held in Escrow or Subject to a Contractual Restriction on Transfer	Percentage of Class
Common Shares¹²³⁴⁵	611,152	0.8%

1.	In connection with the acquisition of Carta, 276,382 Common Shares are held by an intermediary limited partnership and will be distributed to eligible limited partners on or about January 25, 2024, in accordance with the terms of such limited partnership agreement.
2.	In connection with the acquisition of Moka, 297,270 Common Shares were in escrow as at December 31, 2022. 5,849 of those Common Shares were released from escrow on February 6, 2023. 276,977 were released from escrow on February 17, 2023 and 5,915 were forfeited on February 6, 2023. The remaining shares are subject to restrictions and release conditions pursuant to the terms of escrow agreements between the Company and certain former Moka shareholders and for which the final escrow termination date is May 4, 2024. 8,529 of those remaining Common Shares were issued to employee shareholders and are released on a quarterly basis subject to forfeiture provisions.
3.	In connection with the acquisition of Fortification, 37,500 Common Shares were in escrow as at December 31, 2022. The shares are subject to restrictions and release conditions pursuant to the terms of an escrow agreement between the Company and the former shareholders of Fortification and for which the final escrow termination date is August 31, 2024.

Date of Issue	Exercise Price		Number of Securities Issued
Options to purchase Common Shares:
March 30, 2022	$	3.70		274,778
March 31, 2022	$	3.61		452,500
June 18, 2022	$	1.11		621,734
June 29, 2022	$	1.25		90,000
September 30, 2022	$	1.24		341,000
November 21, 2022	$	0.83		1,506,700
December 31, 2022	$	0.75		169,500

Name and Province or State and Country of Residence	Position/Title	Director/Officer Since	Principal Occupation During Past 5 Years
David Feller British Columbia, Canada	Chair of the Board, CEO	August 26, 2003	CEO of Mogo
Gregory Feller¹New York, United States	President, CFO and Director	April 10, 2015	President & CFO of Mogo
Michael Wekerle²Ontario, Canada	Director	June 21, 2019	Chairman of Waterloo Innovation Network
Christopher Payne³ Ontario, Canada	Director	January 25, 2021	Managing Partner and Founder of Hawthorn Equity Partners
Liam Cheung¹ Quebec, Canada	Director	June 29, 2021	Managing Director, Tactico Inc.
Wendy Rudd⁴ Ontario, Canada	Director	June 29, 2021	Consultant

1.	Member of the Investment Committee.
2.	Member of the Audit Committee; Chair of the Corporate Governance, Compensation and Nominating Committee ("CGCNC"); Chair of the Investment Committee.
3.	Chair of the Audit Committee; Member of the CGCNC.
4.	Member of the CGCNC; Member of the Audit Committee.

	·	been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

	·	been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

	·	Amended and Restated Subordination Agreement dated September 30, 2020 among DB FSLF 50 LLC, Dale Matheson Carr-Hilton LaBonte LLP, Mogo Finance, Mogo Mortgage Technology Inc., Mogo Financial Inc., Mogo Financial (B.C.) Inc., Mogo Financial (Alberta) Inc., Mogo Financial (Ontario) Inc., Hornby Loan Brokers (Ottawa) Inc., Horny Leasing Inc., Thurlow Management Inc., Thurlow Capital (BC) Inc., Thurlow Capital (Alberta) Inc., Thurlow Capital (Ontario) Inc., Thurlow Capital (Manitoba) Inc., Thurlow Capital (Ottawa) Inc. and Mogo Technology Inc., pursuant to which the security granted to Dale Matheson Carr-Hilton LaBonte LLP on behalf of the holders of certain secured debentures, securing debt owing under the secured debentures, is subordinated and postponed to the security granted to DB FSLF 50 LLC.

	·	Amended and Restated Revolving Credit and Guarantee Agreement dated as of July 16, 2019, between Mogo, Mogo Financial Inc., Mogo Financial (B.C.) Inc., Mogo Financial (Alberta) Inc., Mogo Financial (Ontario) Inc., the Company, and DB FSLF 50 LLC, as amended. See "Business Description – Credit Facility" for more details.