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 2023

Commission File Number: 001-38409

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): 

Form 6-K Exhibit Index

Exhibit<br><br>Number	Document Description
99.1	Unaudited interim condensed consolidated financial statements for the three and six months ended June 30, 2023
99.2	Management’s discussion and analysis for the three and six months ended June 30, 2023
99.3	Form 52-109F2 - Certificate of Interim Filings (CEO)
99.4	Form 52-109F2 - Certificate of Interim Filings (CFO)

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 10, 2023	By:	/s/ Gregory Feller
		Name: Gregory Feller
		Title: President & Chief Financial Officer

EX-99.1

Exhibit 99.1

	Page
Interim Condensed Consolidated Statements of Financial Position as at June 30, 2023 and December 31, 2022	F-2
Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2023 and 2022	F-3
Interim Condensed Consolidated Statements of Changes in Equity (Deficit) for the three and six months ended June 30, 2023 and 2022	F-4
Interim Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2023 and 2022	F-6
Notes to the Interim Condensed Consolidated Financial Statements	F-7

Mogo Inc.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited)

(Expressed in thousands of Canadian Dollars)

	Note
Assets
Cash and cash equivalent		21,093		29,268
Restricted cash		990		1,578
Loans receivable, net	4	55,856		56,841
Prepaid expenses, and other receivables and assets		13,768		12,391
Investment portfolio	15	13,473		12,520
Investment accounted for using the equity method	14	16,722		24,989
Property and equipment	5	463		1,101
Right-of-use assets		1,890		2,622
Intangible assets	6	39,243		41,829
Goodwill		38,355		38,355
Total assets		201,853		221,494
Liabilities
Accounts payable, accruals and other		21,044		20,982
Lease liabilities		2,989		3,280
Credit facility	7	44,977		46,180
Debentures	8	36,793		38,266
Derivative financial liabilities	9	208		419
Deferred tax liability		1,225		1,481
Total liabilities		107,236		110,608
Equity
Share capital	17a	390,892		391,243
Contributed surplus		34,119		33,025
Foreign currency translation reserve		439		559
Deficit		(330,833	)	(313,941	)
Total equity		94,617		110,886
Total equity and liabilities		201,853		221,494

Approved on Behalf of the Board

Signed by “Greg Feller” , Director

Signed by “Christopher Payne” , Director

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

F-2

Mogo Inc.

Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

(Expressed in thousands of Canadian Dollars, except per share amounts)

		Three months ended						Six months ended
	Note	June 30, <br>2023			June 30, <br>2022			June 30, <br>2023			June 30, <br>2022
Revenue
Subscription and services			9,633			10,334			19,079			20,993
Interest revenue			6,375			6,956			12,805			13,553
	10a		16,008			17,290			31,884			34,546
Cost of revenue
Provision for loan losses, net of recoveries	4		2,998			4,191			5,564			7,088
Transaction costs			1,067			1,758			2,509			3,796
			4,065			5,949			8,073			10,884
Gross profit			11,943			11,341			23,811			23,662
Operating expenses
Technology and development			2,792			3,301			5,849			6,648
Marketing			719			3,436			1,285			8,112
Customer service and operations			2,784			3,583			5,633			7,604
General and administration			3,804			5,155			8,183			10,975
Stock-based compensation	17c		801			2,574			1,094			6,185
Depreciation and amortization	5,6		2,204			3,146			4,577			6,325
Total operating expenses	11		13,104			21,195			26,621			45,849
Loss from operations			(1,161	)		(9,854	)		(2,810	)		(22,187	)
Other expenses (income)
Credit facility interest expense	7		1,493			1,039			2,948			1,972
Debenture and other financing expense	8,18		831			846			1,609			1,657
Accretion related to debentures	8		234			311			507			620
Share of (income) loss in investment accounted for using the equity method	14		(207	)		8,766			2,972			14,329
Revaluation (gain) loss	12		(255	)		3,397			(1,508	)		2,249
Impairment of investment accounted for using the equity method			5,295			26,749			5,295			26,749
Other non-operating expense	13		1,486			993			2,457			1,137
			8,877			42,101			14,280			48,713
Net loss before tax			(10,038	)		(51,955	)		(17,090	)		(70,900	)
Income tax recovery			(30	)		(84	)		(198	)		(159	)
Net loss			(10,008	)		(51,871	)		(16,892	)		(70,741	)
Other comprehensive income:
Items that will not be reclassified subsequently to profit or loss:
Unrealized revaluation loss on digital assets			—			(370	)		—			(468	)
Items that are or may be reclassified subsequently to profit or loss:
Foreign currency transaction reserve (loss) gain			89			388			(120	)		778
Other comprehensive (loss) income			89			18			(120	)		310
Total comprehensive loss			(9,919	)		(51,853	)		(17,012	)		(70,431	)
Net loss per share
Basic loss per share			(0.13	)		(0.68	)		(0.23	)		(0.92	)
Diluted loss per share			(0.13	)		(0.68	)		(0.23	)		(0.92	)
Weighted average number of basic common shares (in 000s)			74,971			76,743			74,974			76,719
Weighted average number of fully diluted common shares (in 000s)			74,971			76,743			74,974			76,719

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

F-3

Mogo Inc.

Interim Condensed Consolidated Statements of Changes in Equity (Deficit)

(Unaudited)

(Expressed in thousands of Canadian Dollars, except share amounts)

	Number of<br>shares, net of treasury shares (000s)	Share<br>capital	Contributed<br>surplus	Revaluation reserve	Foreign currency translation reserve	Deficit	Total
Balance, December 31, 2022	74,675	391,243	33,025	—	559	(313,941)	110,886
Net loss	—	—	—	—	—	(16,892)	(16,892)
Purchase of common shares for cancellation (Note 17a)	(360)	(351)	—	—	—	—	(351)
Cancellation of replacement awards	(8)	—	—	—	—	—	—
Foreign currency translation reserve	—	—	—	—	(120)	—	(120)
Stock-based compensation (Note 17c)	—	—	1,094	—	—	—	1,094
Balance, June 30, 2023	74,307	390,892	34,119	—	439	(330,833)	94,617
	Number of<br>shares, net of treasury shares (000s)	Share<br>capital	Contributed<br>surplus	Revaluation reserve	Foreign currency translation reserve	Deficit	Total
---	---	---	---	---	---	---	---
Balance, March 31, 2023	74,668	391,243	33,318	—	350	(320,825)	104,086
Net loss	—	—	—	—	—	(10,008)	(10,008)
Purchase of common shares for cancellation (Note 17a)	(360)	(351)	—	—	—	—	(351)
Cancellation of replacement awards	(1)	—	—	—	—	—	—
Foreign currency translation reserve	—	—	—	—	89	—	89
Stock-based compensation (Note 17c)	—	—	801	—	—	—	801
Balance, June 30, 2023	74,307	390,892	34,119	—	439	(330,833)	94,617

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

F-4

	Number of<br>shares, net of treasury shares (000s)	Share<br>capital	Contributed<br>surplus	Revaluation reserve	Foreign currency translation reserve	Deficit	Total
Balance, December 31, 2021	76,391	392,628	24,486	468	458	(148,263)	269,777
Net loss	—	—	—	—	—	(70,741)	(70,741)
Purchase of common shares for cancellation	(800)	(955)	—	—	—	—	(955)
Cancellation of replacement awards	(3)	—	—	—	—	—	—
Foreign currency translation reserve	—	—	—	—	778	—	778
Revaluation reserve	—	—	—	(468)	—	—	(468)
Stock-based compensation (Note 17c)	—	—	6,185	—	—	—	6,185
Options and RSUs exercised or converted	62	136	(68)	—	—	—	68
Balance, June 30, 2022	75,650	391,809	30,603	—	1,236	(219,004)	204,644
	Number of<br>shares, net of treasury shares (000s)	Share<br>capital	Contributed<br>surplus	Revaluation reserve	Foreign currency translation reserve	Deficit	Total
---	---	---	---	---	---	---	---
Balance, March 31, 2022	76,451	392,674	28,031	370	848	(167,133)	254,790
Net loss	—	—	—	—	—	(51,871)	(51,871)
Purchase of common shares for cancellation (Note 17a)	(800)	(955)	—	—	—	—	(955)
Forfeiture of common shares	(3)	—	—	—	—	—	—
Foreign currency translation reserve	—	—	—	—	388	—	388
Revaluation reserve	—	—	—	(370)	—	—	(370)
Stock-based compensation (Note 17c)	—	—	2,574	—	—	—	2,574
Options and RSUs exercised of converted	2	90	(2)	—	—	—	88
Balance, June 30, 2022	75,650	391,809	30,603	—	1,236	(219,004)	204,644

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

F-5

Mogo Inc.

Interim Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Expressed in thousands of Canadian Dollars)

		Three months ended						Six months ended
Cash provided by (used in) the following activities:	Note	June 30, <br>2023			June 30, <br>2022			June 30, <br>2023			June 30, <br>2022
Operating activities
Net loss			(10,008	)		(51,871	)		(16,892	)		(70,741	)
Items not affecting cash and other items:
Depreciation and amortization	5,6		2,204			3,146			4,577			6,326
Provision for loan losses	4		3,176			4,342			5,994			7,431
Credit facility interest expense	7		1,493			1,039			2,948			1,972
Debenture and other financing expense	8,18		831			846			1,609			1,656
Accretion related to debentures	8		234			311			507			621
Share of (income) loss in investment accounted for using the equity method	14		(207	)		8,766			2,972			14,329
Stock-based compensation expense	17c		801			2,574			1,094			6,185
Revaluation (gain) loss	12		(255	)		3,397			(1,508	)		2,249
Impairment of investment using the equity method			5,295			26,749			5,295			26,749
Other non-operating expense	13		1,217			77			1,811			77
Income tax recovery			(30	)		(84	)		(198	)		(159	)
			4,751			(708	)		8,209			(3,305	)
Changes in:
Net issuance of loans receivable			(3,939	)		(6,250	)		(5,007	)		(10,431	)
Prepaid expenses, and other receivables and assets			641			(1,291	)		(1,567	)		(4,322	)
Accounts payable, accruals and other			(1,076	)		1,154			(619	)		1,332
Restricted cash			(54	)		281			588			352
			323			(6,814	)		1,604			(16,374	)
Interest paid			(2,067	)		(1,892	)		(4,357	)		(3,623	)
Income taxes paid			(69	)		(20	)		(59	)		(47	)
Net cash used in operating activities			(1,813	)		(8,726	)		(2,812	)		(20,044	)
Investing activities
Investment in intangible assets	6		(702	)		(2,053	)		(1,585	)		(4,437	)
Cash invested in investment portfolio	15		—			(63	)		—			(1,837	)
Purchases of property and equipment	5		—			(65	)		(8	)		(342	)
Net cash used in investing activities			(702	)		(2,181	)		(1,593	)		(6,616	)
Financing activities
Lease liabilities – principal payments			(147	)		(176	)		(292	)		(345	)
Repayments on debentures	8		(612	)		(454	)		(1,615	)		(971	)
Net (repayments) advances on credit facility	7		407			1,557			(1,452	)		2,548
Repurchase of common shares	17a		(351	)		(955	)		(351	)		(955	)
Proceeds from exercise of options			—			74			—			74
Net cash (used in) provided by financing activities			(703	)		46			(3,710	)		351
Effect of exchange rate fluctuations on cash and cash equivalents			(36	)		841			(60	)		1,017
Net decrease in cash and cash equivalent			(3,254	)		(10,020	)		(8,175	)		(25,292	)
Cash and cash equivalent, beginning of period			24,347			52,490			29,268			67,762
Cash and cash equivalent, end of period			21,093			42,470			21,093			42,470

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

F-6

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

1. Nature of operations

Mogo 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. 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 (the “Common Shares”) are listed on the Toronto Stock Exchange (“TSX”) and the Nasdaq Capital Market under the symbol “MOGO”.

Mogo, one of Canada’s leading digital finance companies, is empowering its members with simple digital solutions to help them build wealth and achieve financial freedom. Mogo’s stock trading app, MogoTrade, offers Canadians the simplest and lowest cost way to invest while making a positive impact with every investment. Together with Moka, Mogo’s wholly-owned subsidiary bringing automated, fully-managed flat-fee investing to Canadians, they form the heart of Mogo’s digital wealth platform. Mogo also offers digital loans and mortgages. Through Mogo’s wholly-owned subsidiary, Carta Worldwide, we also offer a digital payments platform that powers next-generation card programs for both established global corporations and innovative fintech companies in Europe and Canada. To learn more, please visit mogo.ca or download the mobile app (iOS or Android).

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. The policies applied in these interim condensed consolidated financial statements were based on IFRS issued and outstanding at June 30, 2023.

The Company presents its interim condensed consolidated statements of financial position on a non-classified basis in order of liquidity.

These interim condensed consolidated financial statements were authorized by the Board of Directors (the “Board”) to be issued on August 10, 2023.

These interim condensed 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 and has collectively formed a judgment that the Company has adequate resources to continue as a going concern for the foreseeable future, which management has defined as being at least the next 12 months. 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 next 12 months from the date of these interim condensed consolidated financial statements, 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 7, 8, and 16 for details on amounts that may come due in the next 12 months.

For these reasons, the Company continues to adopt a going concern basis in preparing the interim condensed consolidated financial statements.

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

2. Basis of presentation (Continued from previous page)

Functional and presentation currency

These interim condensed consolidated financial statements are presented in Canadian dollars. The functional currency of each subsidiary is determined based on the currency of the primary economic environment in which that subsidiary operates. The functional currency of each subsidiary that is not in Canadian dollars is as follows: Carta Financial Services Ltd. (GBP), Carta Solutions Processing Services Cyprus Ltd. (EUR), Carta Solutions Processing Services Corp. (MAD), Carta Solutions Singapore PTE. Ltd. (SGD), Carta Americas Inc. (USD), Moka Financial Technologies Europe (EUR), Moka Asset Management Europe B.V. (EUR), and Tactex Advisors Inc. (USD).

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, 2022.

Significant accounting judgements, 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, 2022.

New and amended standards and interpretations

Certain new or amended standards and interpretations became effective on January 1, 2023, 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.

F-8

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

4. 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, 2023 and December 31, 2022 are as follows:

	As at
	June 30, <br>2023		December 31, 2022
Current (terms of one year or less)		66,984		69,693
Non-current (terms exceeding one year)		192		221
		67,176		69,914

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 – Financial Instruments expected credit loss 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. Stage 3 gross loans receivable include net balances outstanding and still anticipated to be collected for loans previously charged off and these are carried in gross receivables at the net expected collectable amount with no associated allowance.

		As at June 30, 2023
Risk Category	Days past due	Stage 1			Stage 2			Stage 3			Total
Strong	Not past due		54,099			—			—			54,099
Lower risk	1-30 days past due		2,636			—			—			2,636
Medium risk	31-60 days past due		—			1,132			—			1,132
Higher risk	61-90 days past due		—			684			—			684
Non-performing	91+ days past due or bankrupt		—			—			8,625			8,625
	Gross loans receivable		56,735			1,816			8,625			67,176
	Allowance for loan losses		(5,711	)		(1,089	)		(4,520	)		(11,320	)
	Loans receivable, net		51,024			727			4,105			55,856

F-9

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

4. Loans receivable (Continued from previous page)

		As at December 31, 2022
Risk Category	Days past due	Stage 1			Stage 2			Stage 3			Total
Strong	Not past due		55,087			—			—			55,087
Lower risk	1-30 days past due		2,903			—			—			2,903
Medium risk	31-60 days past due		—			1,211			—			1,211
Higher risk	61-90 days past due		—			898			—			898
Non-performing	91+ days past due or bankrupt		—			—			9,815			9,815
	Gross loans receivable		57,990			2,109			9,815			69,914
	Allowance for loan losses		(5,794	)		(1,239	)		(6,040	)		(13,073	)
	Loans receivable, net		52,196			870			3,775			56,841

In determination of the Company’s allowance for loan losses, internally developed models are used to factor in credit risk related metrics, including the probability of defaults, the loss given default and other relevant risk factors. Management also considered the impact of key macroeconomic factors and determined that historic loan losses are most correlated with unemployment rate, inflation rate, bank prime rate and GDP growth rate. These macroeconomic factors were used to generate various forward-looking scenarios used in the calculation of allowance for loan losses. If management were to assign 100% probability to a pessimistic scenario forecast, the allowance for credit losses would have been $1,066 higher than the reported allowance for credit losses as at June 30, 2023 (December 31, 2022 – $1,222 higher).

Overall changes in the allowance for loan losses are summarized below:

	Three months ended						Six months ended
	June 30, <br>2023			June 30, <br>2022			June 30, <br>2023			June 30, <br>2022
Balance, beginning of the period		11,571			10,502			13,073			9,813
Provision for loan losses
Originations		579			660			913			1,254
Repayments		(240	)		(215	)		(516	)		(470	)
Re-measurement		2,837			3,897			5,597			6,647
Charge offs		(3,427	)		(2,796	)		(7,747	)		(5,196	)
Balance, end of the period		11,320			12,048			11,320			12,048

The provision for loan losses in the interim condensed consolidated statements of operations and comprehensive income (loss) is recorded net of recoveries for the three and six months ended June 30, 2023 of $178 and $430, respectively (June 30, 2022 – $151 and $343, respectively).

F-10

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

5. Property and equipment

	Computer<br>equipment	Furniture<br>and fixtures	Leasehold<br>improvements	Total
Cost
Balance, December 31, 2021	2,823	1,212	2,055	6,090
Additions	455	—	—	455
Impairment	(125)	—	—	(125)
Effects of movement in exchange rate	22	(2)	—	20
Balance, December 31, 2022	3,175	1,210	2,055	6,440
Additions	8	—	—	8
Impairment	(239)	(205)	—	(444)
Disposals	(1,864)	(978)	(2,055)	(4,897)
Effects of movement in exchange rate	12	—	—	12
Balance, June 30, 2023	1,092	27	—	1,119
Accumulated depreciation
Balance, December 31, 2021	1,947	902	2,055	4,904
Depreciation	403	69	—	472
Impairment	(37)	—	—	(37)
Balance, December 31, 2022	2,313	971	2,055	5,339
Depreciation	178	26	—	204
Disposals	(1,864)	(978)	(2,055)	(4,897)
Effects of movement in exchange rate	10	—	—	10
Balance, June 30, 2023	637	19	—	656
Net book value
Balance, December 31, 2022	862	239	—	1,101
Balance, June 30, 2023	455	8	—	463

Depreciation of $96 and $204 for the three and six months ended June 30, 2023, respectively (June 30, 2022 – $128 and $227, respectively) for property and equipment is included in depreciation and amortization in the interim condensed consolidated statements of operations and comprehensive income (loss).

F-11

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

6. Intangible assets

	Internally<br>generated– <br>completed	Internally<br>generated–<br>in progress	Software<br>licenses	Acquired technology assets	Customer relationships	Brand	Regulatory licenses	Total
Cost
Balance, December 31, 2021	44,640	2,998	3,976	21,000	8,900	1,000	6,800	89,314
Additions	201	7,281	—	—	—	—	—	7,482
Impairment	(18,440)	—	—	—	—	—	—	(18,440)
Transfers	3,132	(3,132)	—	—	—	—	—	—
Effects of movement in exchange rate	—	—	(3)	—	—	—	—	(3)
Balance, December 31, 2022	29,533	7,147	3,973	21,000	8,900	1,000	6,800	78,353
Additions	—	1,585	—	—	—	—	—	1,585
Impairment	—	—	(10)	—	—	—	—	(10)
Disposals	(13,597)	—	(2,599)	—	—	—	—	(16,196)
Transfers	7,187	(7,187)	—	—	—	—	—	—
Effects of movement in exchange rate	—	—	(29)	—	—	—	—	(29)
Balance, June 30, 2023	23,123	1,545	1,335	21,000	8,900	1,000	6,800	63,703
Accumulated amortization
Balance, December 31, 2021	29,510	—	3,464	1,722	1,427	—	887	37,010
Amortization	6,759	—	148	2,100	1,066	—	1,360	11,433
Impairment	(11,919)	—	—	—	—	—	—	(11,919)
Balance, December 31, 2022	24,350	—	3,612	3,822	2,493	—	2,247	36,524
Amortization	1,801	—	57	1,050	533	—	680	4,121
Disposals	(13,620)	—	(2,599)	—	—	—	—	(16,219)
Effects of movement in exchange rate	—	—	34	—	—	—	—	34
Balance, June 30, 2023	12,531	—	1,104	4,872	3,026	—	2,927	24,460
Net book value
Balance, December 31, 2022	5,183	7,147	361	17,178	6,407	1,000	4,553	41,829
Balance, June 30, 2023	10,592	1,545	231	16,128	5,874	1,000	3,873	39,243

Amortization of intangible assets of $1,983 and $4,121 for the three and six months ended June 30, 2023, respectively (June 30, 2022 – $2,886 and $5,768, respectively) is included in depreciation and amortization in the interim condensed consolidated statements of operations and comprehensive income (loss).

F-12

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

7. Credit facility

The credit facility consists of a $60,000 senior secured credit facility maturing on July 2, 2025. The credit facility is subject to variable interest rates that reference to 1 month USD LIBOR, or under certain conditions, the Federal Funds Rate in effect. On December 16, 2021, the Company amended its credit facility to lower the effective interest rate from a maximum of LIBOR plus 9% (with a LIBOR floor of 1.5%) to LIBOR plus 8% with no floor. There is a 0.33% fee on the available but undrawn portion of the $60,000 facility. The principal and interest balance outstanding for the credit facility as at June 30, 2023 was $44,977 (December 31, 2022 – $46,180). Refer to Note 16 for details on the reform of major interest rate benchmarks.

The credit facility is subject to certain covenants and events of default. As at June 30, 2023 and December 31, 2022, the Company was in compliance with these covenants. Interest expense on the credit facility for the three and six months ended June 30, 2023 of $1,493 and $2,948, respectively (June 30, 2022 – $1,039 and $1,972 respectively) is included in credit facility interest expense in the interim condensed consolidated statements of operations and comprehensive income (loss).

The Company has provided its senior lenders with a general security interest in all present and after acquired personal property of the Company, including certain pledged financial instruments, cash and cash equivalents.

8. Debentures

On September 30, 2020, the Company and its debenture holders approved certain amendments to the terms of the debentures, with an effective date of July 1, 2020. Among other things, the amendments include:

i)	a reduction in the weighted average coupon interest rate, from approximately 14% to approximately 7% and the extension of the maturity date for 50% of the principal balance to January 31, 2023, and the remainder to January 31, 2024;
ii)	replacement of the former monthly interest payable by a new quarterly payment (the “Quarterly Payment”), the amount of which is fixed at 12% per annum (3% per quarter) of the principal balance of the debentures as at September 29, 2020. Debenture holders received an election to either receive the Quarterly Payment as a) an interest payment of 8% per annum (2% per quarter) with the remainder of the payment going towards reducing the principal balance of the debenture, or b) a reduction of the principal balance of the debenture equal to the amount of the Quarterly Payment;
iii)	settlement of the new Quarterly Payment on the first business day following the end of a calendar quarter at the Company’s option either in cash or Common Shares; and
iv)	an option for all debenture holders to receive a lump-sum payout of their previously unpaid interest for the period from March 1, 2020 to June 30, 2020, at a reduced interest rate of 10%. Those who elected this option were paid in Common Shares in October 2020 subsequent to the end of the quarter.

On October 7, 2020, Mogo issued 4,479,392 warrants (the “Debenture Warrants”) to its debenture holders in connection with the debenture amendments approved on September 30, 2020, at an exercise price of $2.03 per Common Share. On January 3, 2023, 1,183,965 Debenture Warrants expired unexercised. There were no Debenture Warrants outstanding as at June 30, 2023 (December 31, 2022 – 1,183,965).

F-13

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

8. Debentures (Continued from previous page)

The Company’s debentures balance includes the following:

	As at
	June 30, <br>2023	December 31, 2022
Principal balance	37,970	39,658
Discount	(1,885)	(2,118)
	36,085	37,540
Interest payable	708	726
	36,793	38,266

The Debentures are secured by the assets of the Company, governed by the terms of a trust deed and, among other things, are subject to a subordination agreement to the credit facility which effectively extends the individual maturity dates of such debentures between January 2024 and June 2025 to July 2, 2025, being the maturity date of the credit facility.

The debenture principal repayment dates, after giving effect to the subordination agreement referenced above, are as follows:

	Principal component of quarterly payment	Principal due on maturity	Total
2023	1,058	—	1,058
2024	2,221	—	2,221
2025	1,762	32,929	34,691
	5,041	32,929	37,970

The debenture principal repayments are payable in either cash or Common Shares, at Mogo’s option. The number of Common Shares required to settle the principal repayments is variable based on the Company's share price at the repayment date.

9. Derivative financial liabilities

On February 24, 2021, in connection with a registered direct offering, the Company issued stock warrants to investors to purchase up to an aggregate of 2,673,268 Common Shares at an exercise price of US$11.00 at any time prior to three and a half years following the date of issuance.

On December 13, 2021, as part of a registered direct offering, the Company issued stock warrants to investors to purchase up to an aggregate of 3,055,556 Common Shares at an exercise price of US$4.70 at any time prior to three and a half years following the date of issuance.

The stock warrants are classified as a liability under IFRS by the sole virtue of their exercise price being denominated in USD. As such, the warrants are subject to revaluation under the Black Scholes model at each reporting date, with gains and losses recognized to the interim condensed consolidated statements of operations and comprehensive income (loss). The stock warrants are classified as a derivative liability, and not equity, due to the exercise price being denominated in USD, which is different than the Company's functional currency.

F-14

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

9. Derivative financial liabilities (Continued from previous page)

In the event that these warrants are fully exercised, the Company would receive cash proceeds of US$43,767, with the balance of the liability reclassified to equity at that time. If the warrants were to expire unexercised, then the liability would be extinguished through a gain in the interim condensed consolidated statements of operations and comprehensive income (loss).

	As at
	June 30, <br>2023	December 31, 2022
Balance, beginning of the period	419	12,688
Change in fair value due to revaluation of derivative financial liabilities	(201)	(12,558)
Change in fair value due to foreign exchange	(10)	289
Balance, end of the period	208	419

The change in fair value due to revaluation of derivative financial liabilities for the three and six months ended June 30, 2023 was a gain of $224 and $201, respectively (June 30, 2022 – gain of $8,917 and $11,106, respectively). Change in fair value due to foreign exchange for the three and six months ended June 30, 2023 was a loss of $9 and $10, respectively (June 30, 2022 – loss of $246 and $161, respectively).

Details of the derivative financial liabilities as at June 30, 2023 are as follows:

	Warrants outstanding and exercisable (000s)	Weighted average exercise price $
Balance, December 31, 2021	5,729	9.69
Warrants issued	—	—
Balance, December 31, 2022	5,729	9.69
Warrants issued	—	—
Balance, June 30, 2023	5,729	9.69

The 5,728,824 warrants outstanding noted above have expiry dates of August 2024 and June 2025.

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

	As at
	June 30, <br>2023	December 31, 2022
Risk-free interest rate	4.87 - 5.40%	4.41%
Expected life	1.2 - 2.0 years	1.6 - 2.5 years
Expected volatility in market price of shares	85 - 86%	89 - 106%
Expected dividend yield	0%	0%
Expected forfeiture rate	0%	0%

F-15

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

10. Geographic information

(a) Revenue

Revenue presented below has been based on the geographic location of customers.

	Three months ended		Six months ended
	June 30, <br>2023	June 30, <br>2022	June 30, <br>2023	June 30, <br>2022
Canada	14,382	15,631	28,817	30,769
Europe	1,626	1,601	3,067	3,420
Other	—	58	—	357
Total	16,008	17,290	31,884	34,546

(b) Non-current assets

Non-current assets presented below has been based on geographic location of the assets.

	As at
	June 30, <br>2023	December 31, 2022
Canada	109,849	120,317
Europe	401	433
Other	88	887
Total	110,338	121,637

11. Expense by nature and function

The following table summarizes the Company’s operating expenses by nature:

	Three months ended		Six months ended
	June 30, <br>2023	June 30, <br>2022	June 30, <br>2023	June 30, <br>2022
Personnel expense	5,279	7,629	10,962	16,180
Depreciation and amortization	2,204	3,146	4,577	6,325
Hosting and software licenses	1,382	1,750	2,912	3,158
Stock-based compensation	802	2,574	1,095	6,185
Marketing	682	3,146	1,147	7,591
Professional services	645	613	1,455	1,853
Insurance and licenses	462	796	1,128	1,461
Premises	345	293	667	575
Credit verification costs	339	311	759	822
Others	964	937	1,919	1,699
Total	13,104	21,195	26,621	45,849

F-16

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

11. Expense by nature and function (Continued from previous page)

The following table summarizes the Company’s operating expenses by function including stock-based compensation and depreciation and amortization:

	Three months ended				Six months ended
	June 30, <br>2023		June 30, <br>2022		June 30, <br>2023		June 30, <br>2022
Technology and development		4,152		7,110		8,342		14,432
Marketing		745		3,500		1,298		8,276
Customer service and operations		3,042		4,111		6,132		8,917
General and administration		5,165		6,474		10,849		14,224
Total		13,104		21,195		26,621		45,849

12. Revaluation gain

	Three months ended		Six months ended
	June 30, <br>2023	June 30, <br>2022	June 30, <br>2023	June 30, <br>2022
Change in fair value due to revaluation of derivative financial asset	—	6,980	—	6,972
Change in fair value due to revaluation of derivative financial liabilities	(224)	(8,917)	(201)	(11,106)
Unrealized (gain) loss on investment portfolio	(370)	4,566	(1,155)	4,927
Unrealized loss on digital assets	—	619	—	619
Unrealized gain on debentures	9	—	(275)	—
Realized exchange loss	32	—	32	—
Unrealized exchange loss	298	149	91	837
Total	(255)	3,397	(1,508)	2,249

13. Other non-operating expense

	Three months ended		Six months ended
	June 30, <br>2023	June 30, <br>2022	June 30, <br>2023	June 30, <br>2022
Government grants	—	(56)	—	(92)
Restructuring charges	1,470	597	2,271	597
Acquisition costs and other	16	452	186	632
Total	1,486	993	2,457	1,137

During the three months ended June 30, 2023, the Company entered into a sublease agreement related to its unused Vancouver office that will recover a portion of base rent and operating costs effective July 1, 2023. The Company compared the carrying value of the related right-of-use asset and property and equipment against the estimated recoverable amount that was determined using an income approach. During the three months ended June 30, 2023, the Company recorded an impairment charge of $669 on right-of-use assets and $474 on property and equipment related to the Vancouver office in other non-operating expense (June 30, 2022 – nil).

F-17

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

14. Investment accounted for using the equity method

During the year ended December 31, 2021, the Company completed its strategic investment in Coinsquare Ltd. (“Coinsquare”), one of Canada’s leading digital asset trading platforms, pursuant to which Mogo acquired 12,518,473 Coinsquare common shares. The Company's percentage ownership in Coinsquare was 33.70% at June 30, 2023 (December 31, 2022 – 33.77%).

Share of income (loss) in investment accounted for using the equity method was a gain of $207 and loss of $2,972 for the three and six months ended June 30, 2023, respectively (June 30, 2022 – loss of $8,766 and $14,329, respectively).

	As at
	June 30, <br>2023	December 31, 2022
Balance, beginning of the period	24,989	103,821
Share of loss in investment accounted for using the equity method:
Share of investee's loss	(2,972)	(23,496)
Gain from dilution of interest in associate	—	2,927
Impairment	(5,295)	(58,263)
Balance, end of the period	16,722	24,989

As at October 12, 2022, Coinsquare Capital Markets Ltd. (“CCML”), a wholly-owned subsidiary of Coinsquare, became an IIROC Dealer Member. MogoTrade Inc. (“MTI”), a wholly-owned subsidiary of Mogo, is also an IIROC Dealer Member. Pursuant to IIROC Rule 2206, MTI and CCML are related companies because Mogo has an ownership interest of at least 20% in each of them and each is responsible for and must guarantee the other’s obligations to its clients in an amount equal to Mogo’s ownership percentage multiplied by its regulatory capital. This guarantee would only be triggered in the event of an insolvency of the related IIROC Dealer Member. As such, in the event of CCML’s insolvency, MTI would be responsible for guaranteeing CCML’s obligations to its clients up to the amount of MTI’s regulatory capital.

On July 10, 2023, Coinsquare, WonderFi Technologies Inc. ("WonderFi") and CoinSmart Financial Inc. ("CoinSmart") completed a business combination to merge their respective businesses. Before the execution of the WonderFi Transaction, Mogo received 1,353,770 shares of FRNT Financial Inc and 268,287 shares of Mogo from Coinsquare. As part of the transaction, Mogo exchanged its 12,518,473 shares in Coinsquare for 86,962,640 shares of WonderFi. Following the closing of the transaction, Mogo owns approximately 14% of the combined company, which is traded on the TSX under the ticker WNDR.TO. In addition, as Mogo has less than 20% ownership of WonderFi, the Company no longer maintains significant influence over its investment such that it will change the classification of its investment from investment in associate accounted for using the equity method to investment measured at fair value through profit and loss. Furthermore, MTI is no longer responsible for guaranteeing CCML's obligations to its clients up to the amount of MTI's regulatory capital.

The Company compared the carrying value of the investment against the estimated recoverable amount that was determined using the fair value of consideration received on July 10, 2023 as part of the merger. The estimated recoverable amount of the investment in Coinsquare was $16,722 as at June 30, 2023. During the three months ended June 30, 2023, the Company recognized impairment charges on its equity method investment in the amount of $5,295 (June 30, 2022 – nil).

F-18

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

15. 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 statements 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.

F-19

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

15. 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. During the three months ended June 30, 2023, there have not been any transfers between fair value hierarchy levels.

		Carrying amount								Fair value
As at June 30, 2023	Note	FVTPL		Financial asset at<br>amortized cost		Other financial<br>liabilities		Total		Level 1		Level 2		Level 3		Total
Financial assets measured at fair value
Investment portfolio			13,473		—		—		13,473		581		—		12,892		13,473
			13,473		—		—		13,473
Financial assets not measured at fair value
Cash and cash equivalent			—		21,093		—		21,093		21,093		—		—		21,093
Restricted cash			—		990		—		990		990		—		—		990
Loans receivable – current	4		—		66,984		—		66,984		—		66,984		—		66,984
Loans receivable – non-current	4		—		192		—		192		—		—		192		192
Other receivables			—		11,548		—		11,548		—		11,548		—		11,548
			—		100,807		—		100,807
Financial liabilities measured at fair value
Derivative financial liabilities	9		208		—		—		208		—		208		—		208
			208		—		—		208
Financial liabilities not measured at fair value
Accounts payable, accruals and other			—		—		20,846		20,846		—		20,846		—		20,846
Credit facility	7		—		—		44,977		44,977		—		44,977		—		44,977
Debentures	8		—		—		36,793		36,793		—		35,155		—		35,155
			—		—		102,616		102,616
		Carrying amount								Fair value
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
As at December 31, 2022	Note	FVTPL		Financial asset at amortized cost		Other financial liabilities		Total		Level 1		Level 2		Level 3		Total
Financial assets measured at fair value
Investment portfolio			12,520		—		—		12,520		605		—		11,915		12,520
			12,520		—		—		12,520
Financial assets not measured at fair value
Cash and cash equivalent			—		29,268		—		29,268		29,268		—		—		29,268
Restricted cash			—		1,578		—		1,578		1,578		—		—		1,578
Loans receivable – current	4		—		69,693		—		69,693		—		69,693		—		69,693
Loans receivable – non-current	4		—		221		—		221		—		—		221		221
Other receivables			—		9,719		—		9,719		—		9,719		—		9,719
			—		110,479		—		110,479
Financial liabilities measured at fair value
Derivative financial liabilities	9		419		—		—		419		—		419		—		419
			419		—		—		419
Financial liabilities not measured at fair value
Accounts payable, accruals and other			—		—		20,773		20,773		—		20,773		—		20,773
Credit facility	7		—		—		46,180		46,180		—		46,180		—		46,180
Debentures	8		—		—		38,266		38,266		—		36,067		—		36,067
			—		—		105,219		105,219

F-20

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

15. Fair value of financial instruments (Continued from previous page)

(i) Valuation techniques and significant unobservable inputs

The following tables show the valuation techniques used in measuring Level 3 fair values for financial instruments in the interim condensed consolidated statements of financial position, as well as the significant unobservable inputs used.

Type	Valuation technique	Significant unobservable inputs	Inter-relationship between significant unobservable inputs and fair value
Investment portfolio: Equities Unlisted	• Price of recent investments in the investee company<br><br><br><br>• Implied multiples from recent transactions of the underlying investee companies<br><br><br><br>• Offers received by investee companies<br><br><br><br>• Revenue multiples derived from comparable public companies and transactions<br><br><br><br>• Option pricing model	• Third-party transactions<br><br><br><br>• Revenue multiples<br><br><br><br>• Balance sheets and last twelve-month revenues for certain of the investee companies<br><br><br><br>• Equity volatility<br><br><br><br>• Time to exit events	• Increases in revenue multiples increases fair value<br><br><br><br>• Increases in equity volatility can increase or decrease fair value depending on class of shares held in the investee company<br><br><br><br>• 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<br><br><br><br>• Change in market pricing of comparable companies of the underlying investments made by the partnership	• Increases in net asset value per unit or change in market pricing of comparable companies of the underlying investment made by the partnership can increase fair value
Loans 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 and amount of cash flows<br><br><br><br>• Discount rate	• Changes to the expected amount and timing of cash flow changes fair value<br><br><br><br>• Increases to the discount rate can decrease fair value
Derivative financial assets	• Option pricing model	• Equity stock price and volatility	• Increase in equity stock price and volatility will increase fair value

F-21

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

15. Fair value of financial instruments (Continued from previous page)

(i) Valuation techniques and significant unobservable inputs (Continued from previous page)

The following table presents the changes in fair value measurements of the Company’s investment portfolio recognized at fair value at June 30, 2023 and December 31, 2022 and classified as Level 3:

	As at
	June 30, <br>2023			December 31, 2022
Balance, beginning of the period		11,915			16,303
Additions		—			1,837
Transfer to Level 1 investments		—			(500	)
Unrealized exchange (loss) gain		(202	)		547
Unrealized gain (loss) on investment portfolio		1,179			(6,272	)
Balance, end of the period		12,892			11,915

Unrealized exchange gain (loss) for Level 3 investments for the three and six months ended June 30, 2023 was a loss of $187 and $202, respectively (June 30, 2022 – gain of $292 and $112, respectively).

Unrealized gain (loss) on investment portfolio for Level 3 investments for the three and six months ended June 30, 2023 was a gain of $237 and $1,179, respectively (June 30, 2022 – loss of $4,348 and $4,336, respectively).

The fair value of the Company's current loans receivable, other receivables, and accounts payable, accruals and other approximates its carrying values due to the short-term nature of these instruments. The fair value of the Company's credit facility approximates its carrying amount due to its variable interest rate, which approximates a market interest rate. The fair value of the Company's debentures was determined based on a discounted cash flow analysis using observable market interest rates for instruments with similar terms.

(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
		Increase		Decrease
Investment portfolio:
June 30, 2023	Adjusted market multiple (5% movement)		645		(645	)
December 31, 2022	Adjusted market multiple (5% movement)		626		(626	)

F-22

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

16. Nature and extent of risk arising from financial instruments

Risk management policy

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.

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 is 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.

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.

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 bear interest fluctuating with USD LIBOR. The credit facility does not have a USD LIBOR floor. As at June 30, 2023, LIBOR is 5.10% (December 31, 2022 – 4.32%). The debentures have fixed rates of interest and are not subject to variability in cash flows due to interest rate risk.

A fundamental reform of major interest rate benchmarks (the "Reform") is being undertaken globally. The USD LIBOR will cease to be published in June 2023 for all USD LIBOR tenors. Management has performed an assessment on the impact of the Reform and has determined that the Company only has exposure to the Reform through its credit facility and the nature of the risks are operational and financial. Operational risk includes ensuring proper contractual terms are in place and engagement with the credit facility lender on the progress and impact of their own transition. Financial risk includes the impact on the economics of the financial instruments.

As at June 30, 2023, the transition of the benchmark rate for the credit facility as a result of the Reform is in progress. Management has determined that the credit facility contract contains clauses for replacement of the USD LIBOR benchmark rate with an alternative benchmark that was confirmed to be the Secured Overnight Financing Rate. The Reform has not resulted in changes to the Company's risk management strategy.

F-23

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

16. Nature and extent of risk arising from financial instruments (Continued from previous page)

The Company’s accounts payable and accruals are substantially due within 12 months. The maturity schedule of the Company’s credit facility and debentures are described below. Management’s intention is to continue to refinance any outstanding amounts owing under the credit facility and debentures, in each case as they become due and payable. The debentures are subordinated to the credit facility 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. See Note 7 and 8 for further details.

	2023	2024	2025	2026	2027	Thereafter
Commitments - operational
Lease payments	501	817	851	867	608	637
Accounts payable	4,909	—	—	—	—	—
Accruals and other	16,135	—	—	—	—	—
Interest – Credit facility (Note 7)	2,957	5,914	2,957	—	—	—
Interest – Debentures (Note 8)	1,496	2,888	2,026	—	—	—
	25,998	9,619	5,834	867	608	637
Commitments – principal repayments
Credit facility (Note 7)	—	—	44,977	—	—	—
Debentures (Note 8) (1)	1,058	2,221	34,691	—	—	—
	1,058	2,221	79,668	—	—	—
Total contractual obligations	27,056	11,840	85,502	867	608	637

(1) The debenture principal repayments are payable in either cash or Common Shares, at Mogo’s option. The number of Common Shares required to settle the principal repayments is variable based on the Company's share price at the repayment date.

F-24

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

17. 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 of preferred shares.

As at June 30, 2023, there were 74,610,948 (December 31, 2022 – 74,977,540) Common Shares and no preferred shares issued and outstanding.

For the three months ended June 30, 2023, the Company repurchased 359,862 Common Shares for cancellation under the share repurchase program at an average price of CAD $0.98 per share, for a total repurchase cost of $351.

(b) Treasury share reserve

The treasury share reserve comprises the cost of the shares held by the Company. As at June 30, 2023, the Company held 303,816 of Common Shares (December 31, 2022 – 303,816).

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, and ii) 3,800,000. As a result of a business combination with Mogo Finance Technology Inc. completed on June 21, 2019, there were additional options issued, which were granted pursuant to the Company’s prior stock option plan (the “Prior Plan”). As at June 30, 2023, there are 97,000 of these options outstanding that do not contribute towards the maximum number of Common Shares reserved for issuance under the Plan as described above.

Each option entitles the holder to receive one Common Share upon exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither right 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.

F-25

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

17. 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 $
Balance, December 31, 2021	8,924	—	4.64	3,036	3.93
Options issued	3,456	1.06	1.41	—	—
Exercised	(47)	1.22	1.59	—	—
Forfeited	(2,711)	3.56	3.51	—	—
Balance, December 31, 2022	9,622	—	3.03	3,709	3.74
Options issued	2,167	0.65	0.92	—	—
Exercised	—	—	—	—	—
Forfeited	(1,607)	2.76	3.16	—	—
Balance, June 30, 2023	10,182	—	2.31	3,767	2.95

The above noted options have expiry dates ranging from December 2023 to June 2031.

With the exception of performance-based stock options, the fair value of each option granted was estimated using the Black-Scholes option pricing model with the following assumptions:

	Six months ended
	June 30, <br>2023	June 30, <br>2022
Risk-free interest rate	3.02 - 3.68%	1.73 - 2.58%
Expected life	5 years	5 years
Expected volatility in market price of shares	90 - 91%	87 - 90%
Expected dividend yield	0%	0%
Expected forfeiture rate	0% - 15%	0% - 15%

These options generally vest either immediately or monthly over a three-to-four-year period.

Total stock-based compensation costs related to options and RSUs for the three and six months ended June 30, 2023 was $801 and $1,094 respectively (June 30, 2022 – $2,542 and $6,095).

F-26

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

17. Equity (Continued from previous page)

(d) RSUs

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 Common Share. 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. The maximum number of Common Shares which may be made subject to issuance under RSUs awarded under the RSU Plan is 500,000.

As at June 30, 2023, the balance of RSUs outstanding is 2,000 (December 31, 2022 – 2,000).

(e) Warrants

	Warrants outstanding (000s)	Weighted average exercise price $	Warrants exercisable (000s)	Weighted average exercise price $
Balance, December 31, 2021	1,990	4.60	1,757	5.04
Warrants issued	—	—	—	—
Balance, December 31, 2022	1,990	4.60	1,874	4.80
Warrants issued	—	—	—	—
Warrants exercised	—	—	—	—
Warrants expired	(1,184)	2.03	(1,184)	2.03
Balance, June 30, 2023	806	8.37	806	8.37

The 806,216 warrants outstanding noted above have expiry dates ranging from August 2023 to June 2025, and do not include the stock warrants accounted for as a derivative financial liability discussed in Note 9.

On October 7, 2020, Mogo issued 4,479,392 Debenture Warrants to its debenture holders in connection with the debenture amendments approved on September 30, 2020, at an exercise price of $2.03 per Common Share. On January 3, 2023, 1,183,965 Debenture Warrants expired unexercised. There were no Debenture Warrants outstanding as at June 30, 2023 (December 31, 2022 – 1,183,965).

In connection with a marketing collaboration agreement with Postmedia Network Inc. (“Postmedia”) dated January 25, 2016 and amended on January 1, 2018, January 1, 2020 and March 1, 2023 effective until December 31, 2024, Mogo issued Postmedia a total of 1,546,120 warrants, of which 1,312,787 have been exercised by June 30, 2023 for cash proceeds of $1,696. 233,333 vested warrants remain outstanding as at June 30, 2023. The warrants remain exercisable until August 24, 2023 subject to an earlier liquidation event. Subsequent to an amendment entered into on June 3, 2020, the exercise price of the warrants was reduced to $1.292.

F-27

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three and six months ended June 30, 2023 and 2022

17. Equity (Continued from previous page)

(e) Warrants (Continued from previous page)

During the year ended December 31, 2021, the Company also issued 572,883 warrants to purchase Common Shares with exercise prices ranging from USD $5.63 to USD $12.63 per warrant in connection with broker services rendered on offerings during the period. As at June 30, 2023, these warrants remain outstanding and exercisable.

Warrants issued to investors are denominated in a currency other than the functional currency of the Company therefore do not meet the definition of an equity instrument and are classified as derivative financial liabilities. Refer to Note 9 for more details.

18. Related party transactions

Related party transactions during the three and six months ended June 30, 2023, include transactions with debenture holders that incur interest. The related party debentures balance as at June 30, 2023, totaled $314 (December 31, 2022 – $306). The debentures bear annual coupon interest of 8.0% (December 31, 2022 – 8.0%) with interest expense for the three and six months ended June 30, 2023, totaling $6 and $12, respectively (June 30, 2022 – $6 and $13, respectively). The related parties involved in such transactions include shareholders, officers, directors, and management, close members of their families, or entities which are directly or indirectly controlled by close members of their families. The debentures are ongoing contractual obligations that are used to fund our corporate and operational activities.

19. Subsequent events

On August 10, 2023, the Company completed a share consolidation of its share capital on the basis of one post-consolidation Common Share for each three pre-consolidation Common Shares.

F-28

EX-99.2

Management’s Discussion and Analysis

MOGO INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE QUARTER ENDED JUNE 30, 2023

DATED: AUGUST 10, 2023

1 | Page

Management’s Discussion and Analysis
Table of Contents
---	---	---
Caution Regarding Forward-looking Statements		4
Company Overview		5
Business Developments		5
Financial Highlights	6
Financial Outlook		7
Financial Performance Review		8
Non-IFRS Financial Measures		12
Results of Operations	15
Liquidity and Capital Resources		26
Risk Management		30
Critical Accounting Estimates		30
Changes in Accounting Policies		31
Controls and Procedures		31

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 10, 2023, and presents an analysis of the financial condition of Mogo Inc. (formerly Difference Capital Financial Inc.) and its subsidiaries (collectively referred to as “Mogo” or the “Company”) as at and for the three and six months ended June 30, 2023 compared with the corresponding period 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, 2023, as well as with the audited annual consolidated financial statements and the related notes thereto for the year ended December 31, 2022. The financial information presented in this MD&A is derived from our interim condensed consolidated financial statements prepared in accordance with International Accounting Standards 34 - Interim Financial Reporting of International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Company was continued under the Business Corporations Act (British Columbia) on June 21, 2019, in connection with the business combination with Mogo Finance Technology Inc. (“Mogo Finance”). The transaction was accounted for as a business combination, with Mogo Finance as the accounting acquirer. Accordingly, the consolidated financial statements and this MD&A reflect the continuing financial statements of Mogo Finance.

This MD&A is the responsibility of management. The board of directors of Mogo (the “Board”) 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 annual consolidated financial statements, annual information form and annual report on Form 40-F can be found on SEDAR+ at www.sedarplus.ca, 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.

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 information reported under IFRS. We made use non‑IFRS financial measures, including contribution, adjusted EBITDA, adjusted net loss and cash provided by (used in) operating activities before investment in gross loans receivable 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 (including our financial outlook) 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, completion of announced transactions, funding costs, ability to extend or refinance any outstanding amounts under the Company’s credit facility, 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 in 2023 and may not be appropriate for other purposes. This outlook involves numerous assumptions, particularly around member growth and take up of products and services, 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 available at www.sedarplus.ca 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. An investor should read this MD&A with the understanding that our actual future results may be materially different from what we expect.

[The rest of this page left intentionally blank]

4 | Page

Management’s Discussion and Analysis

Company Overview

Mission

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

The following key corporate changes, transactions and material contracts are referred to, and assist in understanding this MD&A:

Business Developments

• On July 10, 2023, Mogo announced that Coinsquare Ltd. (“Coinsquare”), in which Mogo has a 34% ownership stake, WonderFi Technologies Inc. (“WonderFi”) and CoinSmart Financial Inc. (“CoinSmart”) completed their previously announced business combination (the "WonderFi Transaction") to merge their respective businesses. Before the execution of the WonderFi Transaction, Mogo received 1.4 million shares of FRNT Financial Inc and 0.3 million shares of Mogo from Coinsquare. As part of the WonderFi Transaction, Mogo exchanged its 12.5 million shares in Coinsquare for 87.0 million shares of WonderFi. As at August 10, 2023, Mogo owns approximately 14% of the combined company, WonderFi, which is traded on the TSX under the ticker WNDR.TO. As Mogo has less than 20% ownership of WonderFi, the Company no longer maintains significant influence such that the measurement basis in future reporting periods will change from the equity method to fair value. Common shares in WonderFi held by Mogo and certain other investors are subject to a lock-up period, with 1/3 of shares released to be freely tradeable in each of January 2024, July 2024 and January 2025.

• On August 10, 2023, the Company completed a share consolidation of its share capital on the basis of one post-consolidation common share of Mogo for each three pre-consolidation common shares of Mogo. Following the share consolidation, the Company has regained compliance with the minimum bid price requirement of US$1.00 per share under the Nasdaq Listing Rule 5550(a)(2).

• In 2023, 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%. On May 15, 2023, MogoTrade removed invitation only restrictions and made the application available to the general public.

• On June 27, 2023, Mogo announced the results of its annual general and special meeting of shareholders where Kees Van Winters and Kristen McAlister were appointed to the Board of Directors replacing Wendy Rudd and Liam Cheung.

• In March 2023, 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.

• Mogo's digital payment solutions business, Carta Worldwide, processed over $2.5 billion of payments volume in Q2 2023 which was up over 51% compared to Q2 2022.

5 | Page

Management’s Discussion and Analysis

Financial Highlights

(000s)
						2022
			First<br>Quarter			Fourth<br>Quarter			Third<br>Quarter			Second<br>Quarter			First<br>Quarter
Financial Highlights
Total revenue	16,008		$	15,877		$	17,146		$	17,257		$	17,290		$	17,256
Gross profit	11,943			11,869			11,743			10,835			11,341			12,318
Total operating expenses	13,104			13,516			15,496			18,469			21,195			24,654
Adjusted EBITDA	1,844			1,019			248			(2,799	)		(4,134	)		(5,545	)
Adjusted net (loss) income	(2,918	)		(3,858	)		(4,261	)		(8,350	)		(9,476	)		(10,777	)
Cash provided by (used in) operations before investment in gross loans receivable	2,129			67			457			(1,467	)		(2,476	)		(7,138	)

All values are in US Dollars.

• Q2 2023 revenue of $16.0 million, down 7% over the prior year, mainly reflecting the Company’s previously disclosed decision to narrow its strategic focus and exit certain sub-scale and unprofitable products.

• Q2 2023 gross profit of $11.9 million (75% margin), an increase of $0.6 million compared to $11.3 million (66% margin) in Q2 2022.

• During Q2 2023, Mogo continued to focus on cost efficiency and improving its cash flow. As a result of these efficiency initiatives, total operating expenses for Q2 2023 decreased by $8.1 million to $13.1 million, or 38%, compared to $21.2 million at Q2 2022. In addition, these efficiency initiatives resulted in an improvement in cash flows from operating activities (before investment in loan portfolio) from negative $2.5 million in Q2 2022 to positive $2.1 million in Q2 2023.

• Mogo reported a material improvement in adjusted EBITDA, which reached $1.8 million in Q2 2023, compared with an adjusted EBITDA loss of $4.1 million in Q2 2022, resulting from both improved gross profit and significantly lower operating expenses compared to the prior period.

• Adjusted net loss decreased to ($2.9) million in Q2 2023 from ($9.5) million in Q2 2022.

• Net loss decreased to ($10.0) million in Q2 2023, compared with net loss of ($51.9) million in Q2 2022.

• During the three months ended June 30, 2023, Mogo repurchased 359,862 of its common shares for cancellation under the NASDAQ share repurchase program at an average price of CAD $0.98 per share, for a total repurchase cost of $0.4 million.

• Ended Q2 2023 with cash and total investments of $52.3 million. This included combined cash and restricted cash of $22.1 million, investment portfolio of $13.5 million, and Mogo’s $16.7 million stake in Coinsquare, which was converted into publicly traded common shares of WonderFi subsequent to the end of the quarter upon closing of the WonderFi Transaction.

6 | Page

Management’s Discussion and Analysis

Financial Outlook

• In recent quarters, Mogo has focused on accelerating its path to profitability by placing an emphasis on cost efficiency and building financial resiliency in light of challenging financial market conditions. As a result of these initiatives, total operating expenses decreased by $8.1 million, or 38%, in Q2 2023 compared to Q2 2022.

• For 2023, Mogo is focused on achieving:

▪ Full-year adjusted EBITDA of $7.0 million to $9.0 million increased from previous guidance provided in Q1 2023 of $6.0 million to $8.0 million;

▪ Exiting 2023 with an annual adjusted EBITDA run rate of $10.0 million to $14.0 million (based on a Q4 2023 adjusted EBITDA target of $2.5 million to $3.5 million).

(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

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.

Key Performance Indicators

The key performance indicators that we use to manage our business and evaluate our financial results and operating performance consist of: Mogo members, revenue, subscription and services revenue, net (loss) income, contribution(1), adjusted EBITDA(1), adjusted net loss(1) and cash provided by (used in) operating activities before investment in gross loans receivable(1). We evaluate our performance by comparing our actual results to prior period results.

The tables below provide the summary of key performance indicators for the applicable reported periods:

	As at
	June 30, <br>2023		June 30, <br>2022		Change %
Key Business Metrics
Mogo Members (000s)		2,044		2,009		2	%
(000s, except percentages)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
									Six months ended
			June 30, <br>2022			Change %			June 30, <br>2023			June 30, <br>2022			Change %
IFRS Measures
Revenue	16,008		$	17,290			(7	)%	$	31,884		$	34,546			(8	)%
Subscription and services revenue	9,633			10,334			(7	)%		19,079			20,993			(9	)%
Net (loss) income	(10,008	)		(51,871	)		(81	)%		(16,892	)		(70,741	)		(76	)%
Net cash used in operating activities	(1,813	)		(8,726	)		(79	)%		(2,812	)		(20,044	)		(86	)%
Other Key Performance Indicators(1)
Contribution	7,666			6,719			14	%		15,230			14,086			8	%
Adjusted EBITDA	1,844			(4,134	)		(145	)%		2,861			(9,676	)		(130	)%
Adjusted net (loss) income	(2,918	)		(9,476	)		(69	)%		(6,780	)		(20,251	)		(67	)%
Cash provided by (used in) operations before investment in gross loans receivable	2,126			(2,476	)		(186	)%		2,195			(9,613	)		(123	)%

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”.

8 | Page

Management’s Discussion and Analysis

Mogo members

Our total member base grew to 2,044,000 members as at June 30, 2023, from 2,009,000 members as at June 30, 2022, representing an increase of approximately 2% or 35,000 net members. Quarter over quarter, net members increased by 26,000 in Q2 2023. The growth in our member base reflects the continued adoption of our products by new members.

Revenue

Three months ended Q2 2023 vs Q2 2022

Total revenue decreased by 7% to $16.0 million for the three months ended June 30, 2023 compared to $17.3 million in the same period last year. The revenue decrease was primarily a result of the previously announced elimination of sub-scale revenue streams and unprofitable products which helped drive an increase in gross profit to $11.9 million in the three months ended June 30, 2023 compared to $11.3 million in the same period last year.

Six months ended Q2 2023 vs Q2 2022

Total revenue decreased by 8% to $31.9 million for the six months ended June 30, 2023 compared to $34.5 million in the same period last year. The decrease in revenue was driven by the same reasons noted above.

Subscription and services revenue

Three months ended Q2 2023 vs Q2 2022

Subscription and services revenue decreased by 7% to $9.6 million for the three months ended June 30, 2023 compared to $10.3 million in the same period last year. The decrease was primarily driven by the previously announced elimination of sub-scale and unprofitable products including the wind down of MogoCrypto, Moka France and MogoCard.

Six months ended Q2 2023 vs Q2 2022

Subscription and services revenue decreased by 9% to $19.1 million for the six months ended June 30, 2023 compared to $21.0 million in the same period last year. The decrease in subscription and services revenue was primarily driven by the same reasons noted above.

9 | Page

Management’s Discussion and Analysis

Net (loss) income

Three months ended Q2 2023 vs Q2 2022

Net loss was $10.0 million for the three months ended June 30, 2023, which is a decrease in net loss of $41.9 million compared to net loss of $51.9 million in the same period last year.

The variance is driven by the implementation of the restructuring plan in 2022 that resulted in a $8.1 million reduction in operating expenses, and reductions in non-operating losses including a $21.5 million decrease in impairment of our investment in Coinsquare, $9.0 million decrease in our share of Coinsquare’s net comprehensive loss, $7.0 million decrease in loss on Coinsquare warrants and $4.9 million decrease in unrealized loss on our investment portfolio. This was partially offset by a $8.7 million decrease in gain on derivative stock warrants, $1.1 million additional impairment on assets related to our Vancouver lease, and $0.5 million increase in credit facility interest expense arising from rising interest rates.

Six months ended Q2 2023 vs Q2 2022

Net loss was $16.9 million for the six months ended June 30, 2023, which is a decrease in net loss of $53.8 million compared to net loss of $70.7 million in the same period last year. The decrease in net loss was primarily driven by the same reasons noted above.

Net cash used in operating activities

Three months ended Q2 2023 vs Q2 2022

Net cash used in operating activities was $1.8 million for the three months ended June 30, 2023, which is a decrease of $6.9 million compared to $8.7 million in the same period last year. The improvement was primarily attributed to significant operating expense efficiencies gained in the past year, in addition to gross margin improvements.

Six months ended Q2 2023 vs Q2 2022

Net cash used in operating activities was $2.8 million for the six months ended June 30, 2023, which is a decrease of $17.2 million compared to $20.0 million in the same period last year. The decrease in net cash used in operating activities was primarily driven by the same reasons noted above.

Contribution(1)

Three months ended Q2 2023 vs Q2 2022

Contribution was $7.7 million for the three months ended June 30, 2023, which is an increase of $1.0 million compared to $6.7 million in the same period last year. The increase in contribution compared to the same period in the prior year was primarily driven by a $1.4 million increase in contribution resulting from gross profit operating efficiency improvements, partially offset by a $0.4 million increase in credit facility interest expense due to rising interest rates in the current period.

Six months ended Q2 2023 vs Q2 2022

Contribution was $15.2 million for the six months ended June 30, 2023, which is an increase of $1.1 million compared to $14.1 million in the same period last year. The increase in contribution compared to the same period in the prior year was primarily driven by the same reasons noted above.

(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”.

10 | Page

Management’s Discussion and Analysis

Adjusted EBITDA(1)

Three months ended Q2 2023 vs Q1 2023

Adjusted EBITDA was $1.8 million for the three months ended June 30, 2023, which is a $0.8 million improvement from the adjusted EBITDA of $1.0 million for the three months ended March 31, 2023. The improvement is primarily attributable to cost efficiency initiatives implemented in 2023 as described above in the “Financial Highlights” section, resulting in a 7% reduction in operating expenditures in Q2 2023 compared to Q1 2023.

Three months ended Q2 2023 vs Q2 2022

Adjusted EBITDA was $1.8 million for the three months ended June 30, 2023, which is a $5.9 million improvement from the adjusted EBITDA loss of $4.1 million in the same period last year. The improvement in adjusted EBITDA was primarily driven by a 9% increase in gross profit and 38% reduction in operating expenditures in Q2 2023 compared to Q2 2022 arising from the realization of cost efficiency initiatives implemented in the last twelve months.

Six months ended Q2 2023 vs Q2 2022

Adjusted EBITDA was $2.9 million for the six months ended June 30, 2023, which is a $12.6 million improvement from the adjusted EBITDA loss of $9.7 million in the same period last year. The improvement in adjusted EBITDA was primarily driven by the same reasons noted above.

Adjusted net loss(1)

Three months ended Q2 2023 vs Q2 2022

Adjusted net loss was $2.9 million for the three months ended June 30, 2023, which is a $6.6 million improvement compared to an adjusted net loss of $9.5 million in the same period last year. The improvement in adjusted net loss was attributed primarily to the same reasons noted above in the adjusted EBITDA variance and partially offset by a $0.4 million increase in credit facility interest expense due to rising interest rates.

Six months ended Q2 2023 vs Q2 2022

Adjusted net loss was $6.8 million for the six months ended June 30, 2023, which is a $13.5 million improvement compared to an adjusted net loss of $20.3 million in the same period last year. The improvement in adjusted net loss was attributed primarily to the same reasons noted above in the adjusted EBITDA variance and partially offset by a $1.0 million increase in credit facility interest expense due to rising interest rates.

Cash provided by (used in) operating activities before investment in gross loans receivable(1)

Three months ended Q2 2023 vs Q2 2022

Cash provided by operating activities before investment in gross loans receivable was $2.1 million for the three months ended June 30, 2023, which is a $4.6 million improvement compared to negative $2.5 million in the same period last year. The improvement was primarily attributed to significant operating expense efficiencies gained in the past year, in addition to gross margin improvements.

Six months ended Q2 2023 vs Q2 2022

Cash provided by operating activities before investment in gross loans receivable was $2.2 million for the six months ended June 30, 2023, which is a $11.8 million improvement compared to negative $9.6 million in the same period last year. The improvement was primarily attributed to the same reasons noted above.

(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

Non-IFRS Financial Measures

This MD&A makes reference to certain non-IFRS financial measures. Contribution, adjusted EBITDA, adjusted net loss and cash provided by (used in) operating activities before investment in gross loans receivable are 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.

Contribution

Contribution is a non-IFRS financial measure that we calculate as gross profit less the customer service and operations expense and credit facility interest expense. Contribution is a measure used by our management and the Board to understand and evaluate our core operating performance and trends and to evaluate the variable profit contribution of our revenue before the impact of investment related spend and overhead including technology, marketing and general and administration expenses. Factors that affect our contribution include revenue mix, transaction costs, and provision for loan losses, net of recoveries, origination and servicing expenses.

The following table presents a reconciliation of contribution to gross profit, the most comparable IFRS financial measure, for each of the periods indicated:

(000s)
				Six months ended
		June 30, <br>2022		June 30, <br>2023		June 30, <br>2022
Gross profit	11,943	$	11,341	$	23,811	$	23,662
Less:
Customer service and operations	2,784		3,583		5,633		7,604
Credit facility interest expense	1,493		1,039		2,948		1,972
Contribution	7,666		6,719		15,230		14,086

All values are in US Dollars.

12 | Page

Management’s Discussion and Analysis

Adjusted EBITDA

Adjusted EBITDA is a non-IFRS financial measure that we calculate as net (loss) income before tax excluding depreciation and amortization, stock-based compensation, credit facility interest expense, debenture and other financing expense, accretion related to debentures, share of (income) loss in investment accounted for using the equity method, revaluation loss (gain), impairment of investment accounted for using the equity method and other non-operating expense. 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) income before tax, the most comparable IFRS financial measure, for each of the periods indicated:

(000s)
						Six months ended
			June 30, <br>2022			June 30, <br>2023			June 30, <br>2022
Net loss before tax	(10,038	)	$	(51,955	)	$	(17,090	)	$	(70,900	)
Depreciation and amortization	2,204			3,146			4,577			6,326
Stock-based compensation	801			2,574			1,094			6,185
Credit facility interest expense	1,493			1,039			2,948			1,972
Debenture and other financing expense	831			846			1,609			1,657
Accretion related to debentures	234			311			507			620
Share of (gain) loss in investment accounted for using the equity method	(207	)		8,766			2,972			14,329
Revaluation (gain) loss	(255	)		3,397			(1,508	)		2,249
Impairment of investment accounted for using the equity method	5,295			26,749			5,295			26,749
Other non-operating expense	1,486			993			2,457			1,137
Adjusted EBITDA	1,844			(4,134	)		2,861			(9,676	)

All values are in US Dollars.

Adjusted net loss

Adjusted net loss is a non-IFRS financial measure that we calculate as net (loss) income before tax excluding stock-based compensation, share of (income) loss in investment accounted for using equity method, revaluation loss (gain), impairment of investment accounted for using the equity method and other non-operating expense. 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 core financial performance.

The following table presents a reconciliation of adjusted net loss to net (loss) income before tax, the most comparable IFRS financial measure, for each of the periods indicated:

(000s)
						Six months ended
			June 30, <br>2022			June 30, <br>2023			June 30, <br>2022
Net loss before tax	(10,038	)	$	(51,955	)	$	(17,090	)	$	(70,900	)
Stock-based compensation	801			2,574			1,094			6,185
Share of (gain) loss in investment accounted for using the equity method	(207	)		8,766			2,972			14,329
Revaluation (gain) loss	(255	)		3,397			(1,508	)		2,249
Impairment of investment accounted for using the equity method	5,295			26,749			5,295			26,749
Other non-operating expense	1,486			993			2,457			1,137
Adjusted net loss	(2,918	)		(9,476	)		(6,780	)		(20,251	)

All values are in US Dollars.

13 | Page

Management’s Discussion and Analysis

Cash provided by (used in) operating activities before investment in gross loans receivable

Cash provided by (used in) operating activities before investment in gross loans receivable is a non-IFRS financial measure that we calculate as cash used in operating activities, less net issuance of loans receivables. The Company requires net cash outflows in order to grow its gross loans receivable, which in turn generates future growth in interest revenue. These net cash outflows are presented within the operating activities section of the consolidated statement of cash flows, whereas the economic benefits are realized over the longer term. Consequently, we consider cash provided by operating activities before investment in gross loans receivable to be a useful measure in understanding the cash flow trends inherent to our existing scale of operations, by separating out the portion of cash flows related to investment in portfolio growth.

The following table presents a reconciliation of cash provided by operating activities before investment in gross loans receivable, the most comparable IFRS financial measure, for each of the period indicated:

(000s)
						Six months ended
			June 30, <br>2022			June 30, <br>2023			June 30, <br>2022
Net cash used in operating activities	(1,813	)	$	(8,726	)	$	(2,812	)	$	(20,044	)
Net issuance of loans receivable	(3,939	)		(6,250	)		(5,007	)		(10,431	)
Cash provided by (used in) operations before investment in gross loans receivable	2,126			(2,476	)		2,195			(9,613	)

All values are in US Dollars.

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, MogoMortgage, MogoTrade, Moka services, our premium account subscription offerings, 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, MogoMortgage, MogoTrade, Moka services 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.

14 | 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, 2023 and 2022:

(000s, except per share amounts)
						Six months ended
			June 30, <br>2022			June 30, <br>2023			June 30, <br>2022
Total revenue	16,008		$	17,290		$	31,884		$	34,546
Cost of revenue	4,065			5,949			8,073			10,884
Gross profit	11,943			11,341			23,811			23,662
Technology and development	2,792			3,301			5,849			6,648
Marketing	719			3,436			1,285			8,112
Customer service and operations	2,784			3,583			5,633			7,604
General and administration	3,804			5,155			8,183			10,975
Stock-based compensation	801			2,574			1,094			6,185
Depreciation and amortization	2,204			3,146			4,577			6,325
Total operating expenses	13,104			21,195			26,621			45,849
Loss from operations	(1,161	)		(9,854	)		(2,810	)		(22,187	)
Credit facility interest expense	1,493			1,039			2,948			1,972
Debenture and other financing expense	831			846			1,609			1,657
Accretion related to debentures	234			311			507			620
Share of (gain) loss in investment accounted for using the equity method	(207	)		8,766			2,972			14,329
Revaluation (gain) loss	(255	)		3,397			(1,508	)		2,249
Impairment of investment accounted for using the equity method	5,295			26,749			5,295			26,749
Other non-operating expense	1,486			993			2,457			1,137
	8,877			42,101			14,280			48,713
Net loss before tax	(10,038	)		(51,955	)		(17,090	)		(70,900	)
Income tax recovery	(30	)		(84	)		(198	)		(159	)
Net loss	(10,008	)		(51,871	)		(16,892	)		(70,741	)
Other comprehensive income:
Unrealized revaluation gain (loss) on digital assets	—			(370	)		—			(468	)
Foreign currency transaction reserve (loss) gain	89			388			(120	)		778
Other comprehensive (loss) income	89			18			(120	)		310
Total comprehensive loss	(9,919	)		(51,853	)		(17,012	)		(70,431	)
Contribution(1)	7,666			6,719			15,230			14,086
Adjusted EBITDA(1)	1,844			(4,134	)		2,861			(9,676	)
Adjusted net loss(1)	(2,918	)		(9,476	)		(6,780	)		(20,251	)
Net loss per share (basic)	(0.13	)		(0.68	)		(0.23	)		(0.92	)
Net loss per share (diluted)	(0.13	)		(0.68	)		(0.23	)		(0.92	)

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”.

15 | Page

Management’s Discussion and Analysis

Key Income Statement Components

Total revenue

The following table summarizes total revenue for the three and six months ended June 30, 2023 and 2022:

(000s, except percentages)
							Six months ended
		June 30, <br>2022		Change %			June 30, <br>2023		June 30, <br>2022		Change %
Subscription and services revenue	9,633	$	10,334		(7	)%	$	19,079	$	20,993		(9	)%
Interest revenue	6,375		6,956		(8	)%		12,805		13,553		(6	)%
Total revenue	16,008		17,290		(7	)%		31,884		34,546		(8	)%

All values are in US Dollars.

Subscription and services revenue – represents Carta transaction processing revenue, Moka subscriptions, MogoMortgage brokerage commissions, premium account revenue, net loan protection premiums, partner lending fees, portfolio management fees, exempt market dealer commission revenue, referral fee revenue and other fees and charges.

Interest revenue – represents interest on our line of credit loan products.

Please refer to the “Key Performance Indicators” section for commentary on total revenue and subscription and services revenue.

Cost of revenue

The following table summarizes the cost of revenue for the three and six months ended June 30, 2023 and 2022:

(000s, except percentages)
									Six months ended
			June 30, <br>2022			Change %			June 30, <br>2023			June 30, <br>2022			Change %
Provision for loan losses, net of recoveries	2,998		$	4,191			(28	)%	$	5,564		$	7,088			(22	)%
Transaction costs	1,067			1,758			(39	)%		2,509			3,796			(34	)%
Cost of revenue	4,065			5,949			(32	)%		8,073			10,884			(26	)%
As a percentage of total revenue	25	%		34	%					25	%		32	%

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.

Transaction costs are expenses that relate directly to the onboarding and processing of new customers (excluding marketing), including expenses such as loan system transaction fees, transaction processing costs related to the Carta business and other transaction costs related to Moka and Fortification.

Cost of revenue was $4.1 million for the three months ended June 30, 2023, a decrease of $1.8 million compared to the same period in the prior year. Cost of revenue was $8.1 million for the six months ended June 30, 2023, a decrease of $2.8 million compared to the same period last year.

Provision for loan losses, net of recoveries, has decreased for the three and six months ended June 30, 2023 compared to the same periods in the prior year. This decrease is due primarily to a significant decrease in loan delinquency rates in 2023 compared to 2022, as a result of a combination of higher credit quality loan originations and enhancements to our collections processes in the current year.

16 | Page

Management’s Discussion and Analysis

Transaction costs have decreased for the three and six months ended June 30, 2023 compared to the same periods in the prior year. This decrease is primarily due to the realization of cost efficiencies implemented in the current periods.

We believe we are adequately provisioned to absorb reasonably possible future material shocks to the loan book as a result of macroeconomic factors such as inflation and the interest rate environment. Please note that IFRS 9 requires the use of forward-looking indicators when measuring ECL, which can result in upfront recognition of expenses prior to any actual occurrence of a default event. 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, 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.

Technology and development expenses

The following table provides the technology and development expenses for the three and six months ended June 30, 2023 and 2022:

(000s, except percentages)
									Six months ended
			June 30, <br>2022			Change %			June 30, <br>2023			June 30, <br>2022			Change %
Technology and development	2,792		$	3,301			(15	)%	$	5,849		$	6,648			(12	)%
As a percentage of total revenue	17	%		19	%					18	%		19	%

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 hosting costs and software licenses, professional services, expenses related to the development of new products and technologies and maintenance of existing technology assets.

Technology and development expenses were $2.8 million for the three months ended June 30, 2023, which is a decrease of $0.5 million compared to $3.3 million in the same period last year. Technology and development expenses were $5.8 million for the six months ended June 30, 2023, which is a decrease of $0.8 million compared to $6.6 million in the same period last year. The decrease is primarily due to cost efficiency initiatives implemented in 2023.

MogoTrade and Moka form the core of our digital wealth platform. We believe our investments in their development will strengthen Mogo’s product service offerings and drive long-term member and revenue growth. Further, we believe that these strategic investments are key to unlocking and integrating the full potential of Mogo’s value proposition to consumers and will create a holistic and comprehensive user experience that positions us to drive long-term growth and user adoption.

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Management’s Discussion and Analysis

Marketing expenses

The following table provides the marketing expenses for the three and six months ended June 30, 2023 and 2022:

(000s, except percentages)
									Six months ended
			June 30, <br>2022			Change %			June 30, <br>2023			June 30, <br>2022			Change %
Marketing	719		$	3,436			(79	)%	$	1,285		$	8,112			(84	)%
As a percentage of total revenue	4	%		20	%					4	%		23	%

All values are in US Dollars.

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

Marketing expenses were $0.7 million for the three months ended June 30, 2023, which is a decrease of $2.7 million compared to $3.4 million in the same period last year. Marketing expenses were $1.3 million for the six months ended June 30, 2023, which is a decrease of $6.8 million compared to $8.1 million in the same period last year. During the latter half of 2022 and continuing in 2023, there was a significant reduction in marketing expenses to focus on more efficient marketing channels that drive shorter payback periods.

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, 2023 and 2022:

(000s, except percentages)
									Six months ended
			June 30, <br>2022			Change %			June 30, <br>2023			June 30, <br>2022			Change %
Customer service and operations	2,784		$	3,583			(22	)%	$	5,633		$	7,604			(26	)%
As a percentage of total revenue	17	%		21	%					18	%		22	%

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 for the three and six months ended June 30, 2023. The decrease is primarily due to cost reduction initiatives implemented in 2022 and continuing into 2023.

18 | Page

Management’s Discussion and Analysis

General and administration expenses

The following table provides the general and administration (“G&A”) expenses for the three and six months ended June 30, 2023 and 2022:

(000s, except percentages)
									Six months ended
			June 30, <br>2022			Change %			June 30, <br>2023			June 30, <br>2022			Change %
General and administration	3,804		$	5,155			(26	)%	$	8,183		$	10,975			(25	)%
As a percentage of total revenue	24	%		30	%					26	%		32	%

All values are in US Dollars.

G&A expenses consist primarily of salary and personnel related costs for our corporate, 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 for the three and six months ended June 30, 2023, compared to the same periods last year. The decrease is due to various cost efficiency initiatives implemented in 2023.

Stock-based compensation and depreciation and amortization

The following table summarizes the stock-based compensation and depreciation and amortization. Expenses for the three and six months ended June 30, 2023 and 2022 were as follows:

(000s, except percentages)
									Six months ended
			June 30, <br>2022			Change %			June 30, <br>2023			June 30, <br>2022			Change %
Stock-based compensation	801		$	2,574			(69	)%	$	1,094		$	6,185			(82	)%
Depreciation and amortization	2,204			3,146			(30	)%		4,577			6,325			(28	)%
	3,005			5,720			(47	)%		5,671			12,510			(55	)%
As a percentage of total revenue	19	%		33	%					18	%		36	%

All values are in US Dollars.

Stock-based compensation represents the fair value of stock options granted to employees and directors measured using the Black-Scholes valuation model and amortized over the vesting period of the options. Depreciation and amortization is principally related to the amortization of intangible assets relating to internally capitalized development costs related to our technology platform, and technology, licenses and customer relationships acquired in the acquisitions of Carta, Moka and Fortification in 2021. Stock-based compensation and depreciation and amortization are all non-cash expenses.

Stock-based compensation decreased to $0.8 million in the three months ended June 30, 2023 compared to $2.6 million in the same period last year. Stock-based compensation decreased to $1.1 million in the six months ended June 30, 2023, compared to $6.2 million in the same period last year. The decrease in stock-based compensation is driven by a higher number of options forfeited as a result of the restructuring plan implemented in 2022. In addition, options granted in 2023 had a lower grant date fair value compared to grants in 2022 such that graded vesting of these options has resulted in a further decrease in expense.

Depreciation and amortization decreased to $2.2 million in the three months ended June 30, 2023 compared to $3.1 million in the same period last year. Depreciation and amortization decreased to $4.6 million in the six months ended June 30, 2023, compared to $6.3 million in the same period last year. The decreases are driven by lower amortization of intangible assets in the current period as a result of the impairment of legacy MogoApp and MogoCard related intangible assets in Q4 2022, along with the impairment of MogoCrypto related intangible assets in Q3 2022.

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Management’s Discussion and Analysis

Credit facility interest expense

The following table provides a breakdown of credit facility interest expense for the three and six months ended June 30, 2023 and 2022:

(000s, except percentages)
									Six months ended
			June 30, <br>2022			Change %			June 30, <br>2023			June 30, <br>2022			Change %
Credit facility interest expense	1,493		$	1,039			44	%	$	2,948		$	1,972			49	%
As a percentage of total revenue	9	%		6	%					9	%		6	%

All values are in US Dollars.

Credit facility interest expense relates to the costs incurred in connection with our Credit Facility. It includes interest expense and the amortization of deferred financing costs.

Credit facility interest expense increased for the three and six months ended June 30, 2023 compared to the same period last year. The increase is primarily due to higher interest rates in 2023 compared to 2022. This increase was partially offset by a decrease in the principal balance outstanding in 2023 as compared to 2022.

Other expenses (income)

The following table provides a breakdown of other expenses (income), excluding credit facility interest expense, by type for the three and six months ended June 30, 2023 and 2022:

(000s, except percentages)
									Six months ended
			June 30, <br>2022			Change %			June 30, <br>2023			June 30, <br>2022			Change %
Debenture and other financing expense	831		$	846			(2	)%	$	1,609		$	1,657			(3	)%
Accretion related to debentures	234			311			(25	)%		507			620			(18	)%
Share of (gain) loss in investment accounted for using the equity method	(207	)		8,766			(102	)%		2,972			14,329			(79	)%
Revaluation (gain) loss	(255	)		3,397			(108	)%		(1,508	)		2,249			(167	)%
Impairment of investment accounted for using the equity method	5,295			26,749			(80	)%		5,295			26,749			(80	)%
Other non-operating expense	1,486			993			50	%		2,457			1,137			116	%
Total other expenses (income)	7,384			41,062			(82	)%		11,332			46,741			(76	)%
As a percentage of total revenue	46	%		237	%					36	%		135	%

All values are in US Dollars.

Total other expenses (income) were $7.4 million for the three months ended June 30, 2023, which is a decrease in expense of $33.7 million compared to the same period last year. Total other expenses (income) were $11.3 million for the six months ended June 30, 2023, which is a decrease in expense of $35.4 million compared to the same period last year. The decrease in total other expenses was primarily driven by higher non-cash impairment charges on our investment in Coinsquare in Q2 2022 compared to Q2 2023. Additional decreases are due to revaluation gains in 2023 as compared to losses in 2022 and a decrease in our share of Coinsquare’s net comprehensive loss. These items are partially offset by an increase in other non-operating expenses due to a $1.1 million impairment in assets related to the sublease of our Vancouver office in the current period.

Share of (gain) loss in investment accounted for using the equity method improved for the three and six months ended June 30, 2023 and 2022, compared to the same period last year. The improvement in the equity pickup was primarily due to a reduction in Coinsquare's operating expenses and non-operating losses in 2023.

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Management’s Discussion and Analysis

During the three months ended June 30, 2023, Mogo recognized impairment charges of $5.3 million on its investment in Coinsquare after performing a comparison of the investment's estimated value to its carrying value. The impairment was triggered after evaluating the fair value of consideration received following the WonderFi Transaction. During the three months ended June 30, 2022, Mogo had recognized impairment charges of $26.7 million on its investment in Coinsquare due to lower trading volumes amidst broader cryptocurrency and equity market declines during that period.

Revaluation gains and losses were a $0.3 million gain for the three months ended June 30, 2023 compared to a $3.4 million loss in the same period last year. The variance is primarily attributable to a decrease in loss on revaluation of Coinsquare warrants of $7.0 million as the warrants expired unexercised in 2022 and gain in investment portfolio of $0.4 million compared to a loss of $4.6 million in the same period last year. This was partially offset by a decrease in gain on derivative stock warrants of $8.7 million.

Revaluation gains and losses were a $1.5 million loss for the six months ended June 30, 2023, compared to a $2.2 million loss in the same period last year. The variance is primarily attributable to the same factors discussed above.

During the year ended December 31, 2021, Mogo completed two registered direct offerings of Common Shares and Common Share purchase warrants resulting in US$81.5 million of gross proceeds. By virtue of the warrants having an exercise price denominated in USD, different than Mogo’s functional currency, the warrants are classified as a derivative liability as opposed to equity on the balance sheet. During the three and six months ended June 30, 2023, the Company has recorded a fair value gain related to the derivative stock warrants of $0.2 million and $0.2 million, respectively. If the exercise price of these warrants had been denominated in CAD, the warrants would have been classified as equity with no subsequent revaluations through profit and loss.

Other non-operating expense for the three and six months ended June 30, 2023 primarily consists of restructuring charges incurred in Q1 2023 related to the wind down of the legacy MogoApp, including MogoCard, and Q2 2023 related to impairment of assets related to the sublease of our Vancouver office. Other non-operating expense recognized in Q2 2022 primarily related to the implementation of certain restructuring in 2022.

Debenture and other financing expense primarily consists of interest expense related to our non-convertible and convertible debentures and interest expense related to our lease liabilities resulting from the adoption of IFRS 16. Debenture and other financing expense remained consistent for the three and six months ended June 30, 2023 compared to the same period last year.

Other comprehensive (loss) income

The following table provides a breakdown of other comprehensive income by type for the three and six months ended June 30, 2023 and 2022:

(000s, except percentages)
								Six months ended
		June 30, <br>2022			Change %			June 30, <br>2023			June 30, <br>2022			Change %
Unrealized revaluation loss on digital assets	—	$	(370	)		(100	)%	$	—		$	(468	)		(100	)%
Foreign currency transaction reserve (loss) gain	89		388			(77	)%		(120	)		778			(115	)%
Other comprehensive (loss) income	89		18			394	%		(120	)		310			(139	)%

All values are in US Dollars.

Total other comprehensive (loss) income was $0.1 million for the three months ended June 30, 2023 compared to other comprehensive (loss) income of $0.1 million in the same period last year. Total other comprehensive loss was $0.1 million for the six months ended June 30, 2023 compared to other comprehensive income of $0.3 million in the same period last year.

Following the financial investment in bitcoin and ether in 2021, the Company recognized digital assets as indefinite lived intangible assets measured under the revaluation model at fair value and recognizes cumulative fair value gains relating to these digital assets through other comprehensive income, and cumulative fair value losses to the extent that they reverse previously recognized cumulative gains through other comprehensive income. See Note 3 of the annual consolidated financial statements for the year ended December 31, 2022 for our detailed accounting policy.

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Management’s Discussion and Analysis

Unrealized revaluation loss on digital assets impacting other comprehensive income for the three months ended June 30, 2023 is nil compared to a $0.4 million loss in the same period last year. Unrealized revaluation loss on digital assets impacting other comprehensive income for the six months ended June 30, 2023 is nil compared to a $0.5 million loss in the same period last year. These gains and losses are due to change in the market prices of bitcoin and ether across the periods. The decrease in digital asset market prices in 2022 resulted in a cumulative loss on our digital assets prior to their sale in November 2022.

From the date of the acquisition of Carta in Q1 2021 and Moka in Q2 2021, the Company consolidates foreign operations with functional currencies that are different from the presentation currency of the Company's consolidated financial statements. The assets and liabilities of foreign operations are translated to CAD using exchange rates at the reporting date whilst their income and expenses are translated to CAD using average monthly exchange rates. Foreign currency differences arising are recognized in other comprehensive income.

Foreign currency translation reserve gain was $0.1 million for the three months ended June 30, 2023 compared to a gain of $0.4 million in the same period last year. Foreign currency translation reserve loss was $0.1 million for the six months ended June 30, 2023, compared to $0.8 million gain in the same period last year. These variances are due to fluctuations in foreign currency exchange rates across the periods.

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Management’s Discussion and Analysis

Selected Quarterly Information

(000s, except per share amounts)
						2022												2021
			First<br>Quarter			Fourth<br>Quarter			Third<br>Quarter			Second<br>Quarter			First<br>Quarter			Fourth<br>Quarter			Third<br>Quarter
Income Statement Highlights
Total revenue	16,008		$	15,877		$	17,146		$	17,257		$	17,290		$	17,256		$	16,996		$	15,439
Loss from operations	(1,161	)		(1,647	)		(3,753	)		(7,634	)		(9,854	)		(12,333	)		(11,257	)		(9,980	)
Other (expenses) income, including taxes	(8,847	)		(5,237	)		(71,190	)		(12,362	)		(42,016	)		(6,537	)		(18,366	)		167
Net (loss) income	(10,008	)		(6,884	)		(74,943	)		(19,996	)		(51,870	)		(18,870	)		(29,623	)		(9,813	)
Net (loss) income per common share (basic)	(0.13	)		(0.09	)		(0.99	)		(0.26	)		(0.68	)		(0.25	)		(0.41	)		(0.14	)
Net (loss) income per common share (fully diluted)	(0.13	)		(0.09	)		(0.99	)		(0.26	)		(0.68	)		(0.25	)		(0.41	)		(0.14	)
Non-IFRS Financial Measures(1)
Contribution	7,666			7,566			7,340			6,084			6,719			7,364			7,624			7,107
Adjusted EBITDA	1,844			1,019			248			(2,799	)		(4,134	)		(5,545	)		(3,656	)		(3,438	)
Adjusted net (loss) income	(2,918	)		(3,858	)		(4,261	)		(8,350	)		(9,476	)		(10,777	)		(9,749	)		(9,450	)
Cash provided by (used in) operations before investment in gross loans receivable	2,129			67			457			(1,467	)		(2,476	)		(7,138	)		(994	)		(569	)

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”.

Key Quarterly Trends

We experienced steady revenue in 2022 after continued quarter over quarter revenue growth since Q1 2021, driven by growth in our subscription and services revenue, and the addition of transaction processing revenues related to the acquisition of Carta and other subscription and service-based revenue related to the acquisition of Moka. The implementation of the restructuring plan resulted in reductions in operating expenses in each quarter of 2022, but its impact on sub-scale revenue streams resulted in a decrease in revenue in 2023 compared to 2022.

Loss from operations increased from Q3 2021 to Q1 2022. In 2021, we increased growth spend and acquired Carta, Moka and Fortification. Additional expenditures were incurred to grow the loan book, develop MogoTrade, and support acquisitions. Beginning in Q2 2022, we implemented a broad restructuring plan along with cost reduction initiatives including changes in personnel and a reduction in vendor spend. Loss from operations decreased quarter over quarter from Q2 2022 to Q2 2023, with significant decreases in operating expenses while managing impact on revenue.

Other (expenses) income, including taxes, resulted in income in Q3 2021, followed by losses from Q4 2021 to Q1 2022. Between Q4 2021 and Q4 2022, broader equity and cryptocurrency market declines resulted in non-cash losses, including $58.3 million in impairment charges on our investment in Coinsquare, $31.8 million in impairment charges to goodwill and $6.5 million in write-downs of intangible assets. In 2023, changes in other expenses primarily related to our share of Coinsquare's net comprehensive loss, impairment on our investment in Coinsquare, restructuring costs related to the wind down of the legacy MogoApp, including MogoCard, and impairment on assets related to our Vancouver lease partially offset by a gain on the revaluation of our investment portfolio.

Adjusted EBITDA has improved in every quarter since Q1 2022 as we placed a significant emphasis on operating efficiency and margin improvement starting in 2022.

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Management’s Discussion and Analysis

Key Balance Sheet Components

The following table provides a summary of the key balance sheet components as at June 30, 2023 and December 31, 2022:

($000s)	As at
	June 30, <br>2023		December 31, <br>2022
Cash and cash equivalent	$	21,093	$	29,268
Total assets		201,853		221,494
Total liabilities		107,236		110,608

Total assets decreased by $19.6 million during the six months ended June 30, 2023. The decrease is primarily attributable to non-cash losses including $8.3 million of non-cash losses related to our investment in Coinsquare.

Total liabilities decreased by $3.4 million during the six months ended June 30, 2023. The decrease is primarily due to net debt repayments.

Loans receivable

The following table provides a breakdown of loans receivable as at June 30, 2023 and December 31, 2022:

($000s)	As at
	June 30, <br>2023			December 31, <br>2022
Gross loans receivable	$	67,176		$	69,914
Allowance for loan losses		(11,320	)		(13,073	)
Net loans receivable		55,856			56,841

The gross loans receivable portfolio was $67.2 million as at June 30, 2023, which is a decrease of $2.7 million compared to the balance as at December 31, 2022. However, gross loans receivable did increase slightly from Q1 2023 due to an increase in loan originations during Q2 2023.

The following table provides a reconciliation of changes in our loan loss allowance for the three months ended June 30, 2023 and the year ended December 31, 2022:

($000s)	As at
	June 30, <br>2023			December 31, <br>2022
Allowance for loan losses, beginning of period	$	13,073		$	9,813
Provision for loan losses		5,994			15,383
Loans charged-off		(7,747	)		(12,123	)
Allowance for loan losses, end of period		11,320			13,073

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 ECL inherent in our loan portfolio. Refer to Note 4 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. Changes in the provision for loan losses, net of recoveries, are recorded as a cost of revenue in the consolidated statements of operations and comprehensive income (loss).

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Management’s Discussion and Analysis

The allowance for loan losses as a percentage of gross loans receivable decreased to 16.9% as at June 30, 2023 from 18.7% as at December 31, 2022. This is primarily due to a better aging of loan portfolio as at Q2 2023 compared to Q4 2022.

As at June 30, 2023, the allowance includes an incremental allowance in respect of potential future losses arising from macroeconomic factors as a result of the requirement under IFRS 9 to account for forward-looking indicators when determining the allowance. We believe that the related allowance is adequate to absorb reasonably possible changes to economic conditions that impact the loan book. It should be noted that this allowance has already been reflected in our provision for loan losses in the consolidated statements of operations and comprehensive income (loss). Refer to the “Cost of revenue” section above for further discussion on the provision 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 loans receivable and provision for loan losses when collected.

In the opinion of management, the Company has provided adequate allowances to absorb expected 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, 2023 include transactions with debenture holders that incur interest. The related party debentures balance as at June 30, 2023 totaled $0.3 million (June 30, 2022 – $0.3 million). The debentures bear annual coupon interest of 8.0% (June 30, 2022 – 8.0%) with interest expense for the three and six months ended June 30, 2023 totaling $6,000 and $12,000 respectively (June 30, 2022 - $6,000 and $13,000, respectively). The related parties involved in such transactions include shareholders, officers, directors, and management, close members of their families, or entities which are directly or indirectly controlled by close members of their families. The debentures are ongoing contractual obligations that are used to fund our corporate and operational activities.

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Management’s Discussion and Analysis

Off‑Balance Sheet Arrangements

The Company has 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

The Company’s objectives when managing capital are to maintain financial flexibility in order to preserve its ability to meet financial obligations and continue as a going concern, and to deploy capital to provide future investment return to its shareholders. A detailed description of the Company’s approach to capital management and risk management policy for managing liquidity risk is outlined in Note 23 and Note 26 in the Company’s audited annual consolidated financial statements for the year ended December 31, 2022.

To date the Company has funded its lending and investing activities, expenses and losses primarily through the proceeds of its initial public offering which raised $50 million in 2015, subsequent issuances of Common Shares, convertible debentures, warrants, prior private placements of preferred shares, placements of debentures, credit facilities, and cash from operating activities. The business combination between the Company and Mogo Finance in the second quarter of 2019 also added to the Company’s capital resources and strengthened its financial position with an investment portfolio which the Company is actively seeking to monetize. Following investments made after the business combination, the value of Mogo’s investments, including our investment in Coinsquare, was $30.2 million as at June 30, 2023.

We manage our liquidity by continuously monitoring revenues, expenses and cash flow compared to budget. Our principal cash requirements are for working capital, loan capital and investing activities. Our future financing requirements will depend on many factors including our growth rate, product development investments, increase in marketing activities, investment levels in our gross loans receivables, the macroeconomic conditions and its impact on loan performance, and potential mergers, strategic investments and acquisitions activity. Management expects that they will be able to refinance any outstanding amounts owning under the Credit Facility or our long-term debentures and may at times consider the issuance of shares in satisfaction of amounts owing under debentures, in each case as they become due and payable. The debentures are subordinated to the Credit Facility.

In August 2023, due to the expiry of our previous short-form base shelf prospectus, we filed a new short-form base shelf prospectus with the securities commissions in each of the provinces and territories of Canada, except Quebec and a corresponding shelf registration statement on Form F-10 with the U.S. Securities and Exchange Commission. This shelf prospectus and registration statement allows Mogo to offer common shares, preferred shares, debt securities, and warrants to purchase common shares, preferred shares or debt securities up to an aggregate offering price of USD $250,000,000 for the 25 month period after filing.

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 debt outstanding or increasing availability under existing or new credit facilities.

Although we are not currently party to any material undisclosed agreement and do not have any understanding with any third parties with respect to potential material investments in, or material acquisitions of, businesses or technologies, we may enter into these types of arrangements in the future, which could also require us to seek additional equity or debt financing. Additional funds may not be available on terms favourable to us or at all.

In December 2021, we amended our Credit Facility. The amendments changed the effective interest rate from a maximum of 9% plus LIBOR 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. As of July 1, 2023, the Credit Facility's benchmark rate transitioned from the USD LIBOR benchmark rate to the Secured Overnight Financing Rate.

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Management’s Discussion and Analysis

On September 29, 2020, Mogo and its non-convertible debenture holders approved certain amendments to the terms of the debentures, effective July 1, 2020. Among other things, these amendments reduce the interest rate of the debentures, and allow for the settlement of interest and principal in either cash or Common Shares, at our option.

On December 31, 2020, the Company established an at-the-market equity program to raise funds for operational expenditures, to maintain the Company’s working capital balances, and for general corporate purposes. The Company sold 1,524,759 Common Shares on the NASDAQ and received cash proceeds of approximately $18.3 million, net of agent commission. The program was terminated on February 21, 2021.

In registered direct offerings completed in February 2021 and December 2021, the Company received cash proceeds of approximately $113.3 million, net of agent commission, and issued to certain individual investors an aggregate of 11,457,648 Common Shares and unregistered warrants to purchase up to an aggregate of 5,728,824 Common Shares at any time prior to the date which is three and a half years following the date of issuance. A portion of the net proceeds was used to fund the cash component of the previously announced investment in Coinsquare with the remaining net proceeds used for general corporate and working capital purposes.

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, 2023 and 2022:

(000s)
						Six months ended
			June 30, <br>2022			June 30, <br>2023			June 30, <br>2022
Cash provided by (used in) operating activities before changes in working capital (1)	2,615		$	(2,620	)	$	4,381		$	(6,623	)
Other changes in working capital (1)	(489	)		144			(2,186	)		(2,990	)
Cash provided by (used in) operating activities before changes in loans receivable	2,126			(2,476	)		2,195			(9,613	)
Cash invested in loans receivable	(3,939	)		(6,250	)		(5,007	)		(10,431	)
Cash used in operating activities	(1,813	)		(8,726	)		(2,812	)		(20,044	)
Cash used in investing activities	(702	)		(2,181	)		(1,593	)		(6,616	)
Cash (used in) provided by financing activities	(703	)		46			(3,710	)		351
Effect of exchange rate fluctuations	(36	)		841			(60	)		1,017
Net decrease in cash for the period	(3,254	)		(10,020	)		(8,175	)		(25,292	)

All values are in US Dollars.

(1) This is a non-IFRS measure. The above table includes a reconciliation to cash (used in) generated from operating activities which is the most comparable IFRS measure.

The net decrease in cash for three and six months ended June 30, 2023 was primarily due to significant improvements to operating efficiency and the profitability of our revenue streams in the current period.

Cash (used in) provided by 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 operating activities before investment in gross loans receivables was $2.1 million for the three months ended June 30, 2023, which is a $4.6 million improvement compared to negative $2.5 million in the same period last year. Cash provided by operating activities before investment in gross loans receivable was $2.2 million for the six months ended June 30, 2023, which is a $11.8 million improvement compared to negative $9.6 million in the same period last year. The improvement was primarily attributed to significant operating expense efficiencies gained in the past year, in addition to gross margin improvements.

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Management’s Discussion and Analysis

Cash invested in loans receivable was a $3.9 million outflow in the three months ended June 30, 2023 compared to a $6.3 million outflow in the same period last year. Cash invested in loans receivable was a $5.0 million outflow in the six months ended June 30, 2023, compared to a $10.4 million in the same period last year. Management maintains complete discretion over the ability to manage this as either a usage of cash or an inflow of cash from period to period.

Cash used in operating activities improved by $6.9 million or 79% in the three months ended June 30, 2023 compared to the same period last year. Cash used in operating activities improved by $17.2 million or 86% in the six months ended June 30, 2023, compared to the same period last year.

Cash provided by (used in) operating activities before changes in working capital was a $2.6 million inflow in the three months ended June 30, 2023 compared to a $2.6 million outflow in the same period last year. Cash provided by operating activities before changes in working capital was a $4.4 million inflow in the six months ended June 30, 2023, compared to a $6.6 million outflow in the same period last year. The overall decrease in cash outflows was due to lower operating expenses as a percentage of revenue in the current period relative to the prior period.

Other changes in working capital resulted in a $0.5 million outflow in the three months ended June 30, 2023 compared to a $0.1 million inflow in the same period last year. Other changes in working capital resulted in a $2.2 million outflow in the six months ended June 30, 2023, compared to a $3.0 million outflow in the same period last year. The overall reduction in operating expenses beginning Q2 2022 and timing of vendor payments has resulted in higher cash outflows from changes in working capital. Mogo expects cash outflows from changes in working capital to be temporary due to the reduction in our cost structure.

Cash (used in) provided by investing activities

Our investing activities consist primarily of capitalization of software development costs, purchases of property, equipment and software, investment and sale of our digital assets, cash invested in investment accounted for using the equity method, monetization of our investment portfolio and cash (invested) acquired in a business combination. The cash flow 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.

Cash used in investing activities in the three months ended June 30, 2023 was $0.7 million compared to $2.2 million in the same period last year. Cash used in investing activities in the six months ended June 30, 2023 was $1.6 million compared to $6.6 million in the same period last year. The decrease in cash used in investing activities is primarily due to a significant reduction in capital technology expenditures required as a result of our cost efficiency initiatives. We expect the current level of capital expenditure to be more reflective of cash needed for investing activities in the foreseeable future.

Cash (used in) provided by 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 financing activities in the three months ended June 30, 2023 was $0.7 million compared to cash provided by financing activities of $0.0 million for the same period last year. The net decrease in cash (used in) provided by financing activities in the current period compared to the prior period is primarily attributable to a $1.2 million decrease in advances of the Credit Facility partially offset by a $0.6 million reduction in Mogo share purchases.

Cash used in financing activities in the six months ended June 30, 2023 was $3.7 million compared to cash provided by financing activities of $0.4 million for the same period last year. The net decrease in cash (used in) provided by financing activities is attributable to the same factors discussed above.

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Management’s Discussion and Analysis

Contractual Obligations

The following table shows contractual obligations as at June 30, 2023. Management will continue to refinance any outstanding amounts owing under the Credit Facility or our long-term debentures as they become due and payable.

($000s)
Commitments - operational
Lease payments	501	817	851	867	608	637
Trade payables	4,909	—	—	—	—	—
Accrued wages and other expenses	16,135	—	—	—	—	—
Interest – Credit Facility	2,957	5,914	2,957	—	—	—
Interest – Debentures	1,496	2,888	2,026	—	—	—
	25,998	9,619	5,834	867	608	637
Commitments – principal repayments
Credit Facility	—	—	44,977	—	—	—
Debentures (1)	1,058	2,221	34,691	—	—	—
	1,058	2,221	79,668	—	—	—
Total contractual obligations	27,056	11,840	85,502	867	608	637

Disclosure of Outstanding Shares

The authorized capital of Mogo consists 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 10, 2023, 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 10, 2023
Common shares		74,971
Stock options		10,142
Restricted share units		2
Common share purchase warrants (2)		6,535

(1) The debenture principal repayments are payable in either cash or Common Shares at Mogo’s option. The number of Common Shares required to settle the principal repayments is variable based on the Company's share price at the repayment date. The debentures are subordinated to the Credit Facility 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.

(2) Common share purchase warrants include the 5,729,000 warrants accounted for as a derivative financial liability in Note 9 of the interim condensed consolidated financial statements for the three and six months ended June 30, 2023.

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Management’s Discussion and Analysis

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. The Company’s significant risk and related policies are described further in the notes to the Company’s audited annual consolidated financial statements for the year ended December 31, 2022 and interim condensed consolidated financial statements for the three and six months ended June 30, 2023.

Other risks

As part of the Federal Budget released in March 2023, the Government of Canada provided indication of its intention to reduce the maximum allowable interest rate to an annual percentage rate ("APR") of 35%. The new maximum allowable rate will only be applicable to agreements entered subsequent to the effective date, which has not yet been determined. The Company intends to make any necessary adjustments to product offerings as new updates unfold, in order to mitigate any potential impact of the lower maximum allowable rate.

As changes in our business environment or investment strategy occur, we may adjust our strategies to meet these changes, which may include restructuring a particular business or asset or refocusing on different sectors of our investment portfolio. In addition, external events, including changing technology, changing consumer patterns, changing market sentiment, and changes in macroeconomic condition, including the volatility and uncertainty in financial markets (including cryptocurrency markets), may impair the value of some or all of our assets or require us to take a charge against such assets, including our investment in WonderFi. When these changes or events occur, we may need to write down the value of certain assets or the overall value of our investment portfolio. We may also make investments in existing or new businesses in order to build on or diversify our investment portfolio. Some of these investments may have short-term returns that are negative or low and the ultimate prospects of those investments in our portfolio may be uncertain, volatile or may not develop at a rate that supports our level of investment. In any of these events, we may have significant charges associated with the write-down of assets or certain asset classes such as cryptocurrency or technology company investments.

Other risks facing our business, and that could cause actual results to differ materially from current expectations may include, but are not limited to, risks and uncertainties that are discussed in greater detail in the "Risk Factors" section of our current annual information form for the year ended December 31, 2022 and elsewhere in this MD&A.

Capital management

Our objective in managing our capital is financial stability and sufficient liquidity to increase shareholder value through organic growth and investment in technology, marketing and product development. Our senior management team is responsible for managing the capital through regular review of financial information to ensure sufficient resources are available to meet operating requirements and investments to support our growth strategy. The Board is responsible for overseeing this process. In order to maintain or adjust our capital structure, we may issue new shares, repurchase shares, approve special dividends, or issue debt.

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 determination of allowance for loan losses, fair value of privately held investments, impairment of investment in associate, and valuation of goodwill acquired in business combinations, which are described further in the notes to the Company’s consolidated financial statements for the year ended December 31, 2022 and interim condensed consolidated financial statements for the three and six months ended June 30, 2023.

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Management’s Discussion and Analysis

Changes in Accounting Policies including Initial Adoption

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 audited annual consolidated financial statements for the year ended December 31, 2022.

New and amended standards and interpretations

Controls and Procedures

The Company’s Chief Executive Officer ("CEO") and Chief Financial Officer ("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, 2023, 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 ICFR during the period that have materially affected, or are likely to materially affect, the Company's ICFR.

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EX-99.3

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

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, 2023.
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.
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.
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.
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

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, 2023 and ended on June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: August 10, 2023

“David Feller”

______________________

David Feller

Chief Executive Officer

EX-99.4

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

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, 2023.
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.
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.
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.
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

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

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, 2023 and ended on June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: August 10, 2023

“Gregory Feller”

_______________________

Gregory Feller

Chief Financial Officer