6-K

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 March 2025

Commission File Number: 001-38409

Mogo Inc.

(formerly Mogo Finance Technology Inc.)

516-409 Granville St.

Vancouver, British Columbia

V6C 1T2, 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		Audited consolidated financial statements for the years ended December 31, 2024 and 2023
99.2		Management’s discussion and analysis for the year ended December 31, 2024

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: March 20, 2025	By:	/s/ Gregory Feller
		Name: Gregory Feller
		Title: President & Chief Financial Officer

EX-99.1

Exhibit 99.1

		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Statements of Financial Position as at December 31, 2024 and December 31, 2023		F-7
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024, December 31, 2023 and December 31, 2022		F-8
Consolidated Statements of Changes in Equity (Deficit) for the years ended December 31, 2024, December 31, 2023 and December 31, 2022		F-9
Consolidated Statements of Cash Flows for the years ended December 31, 2024, December 31, 2023 and December 31, 2022		F-10
Notes to the Consolidated Financial Statements		F-11

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Mogo Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of financial position of Mogo Inc. (the “Company") as of December 31, 2024 and the related consolidated statements of operations and comprehensive income (loss), changes in equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and the results of its consolidated operations and its consolidated cash flows for the year then ended, in conformity with IFRS® Accounting Standards as issued by the International Accounting Standards Board.

We have also audited the reclassification of prior year presentation change in the disaggregation of revenue described in Note 13 to the consolidated financial statements as of December 31, 2023 and 2022. In our opinion, such reclassification have been properly applied. We were not engaged to audit, review or apply any procedures to the 2023 and 2022 consolidated financial statements of the Company other than with respect to the reclassification, and accordingly, we do not express an opinion or any other form of assurance on the 2023 and 2022 consolidated financial statements taken as a whole.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

MNP LLP
1021 West Hastings St, Suite 2200, Vancouver BC, V6E 0C3	1.877.688.8408 T: 604.685.8408 F: 604.685.8594

Assessment of Allowances for Loan Losses

Loans receivable, net represent lines of credit advanced to customers in the normal course of business. The Company applies a three-stage approach to measure the allowances for loan losses, using an expected credit loss approach pursuant to the provisions of IFRS 9 Financial Instruments expected credit losses (“ECL”) framework. The Company’s ECL approach involves the application of a probability-weighted estimate of future credit losses, and trends in forward-looking macroeconomic factors. The Company’s allowance for loan losses as of December 31, 2024 was $14,076 thousand. Refer to Notes 3c and 3(o)(i) and 4 of the consolidated financial statements for further details.

We considered this a critical audit matter, as auditing the allowances for loan losses represented an area of significant risk of material misstatement given the magnitude of the effect of the provision on net earnings and the high degree of estimation uncertainty in determining the allowance recorded. Assessing the allowance for loan losses required significant auditor judgment to assess the measurement uncertainty and evaluate the sufficiency of audit evidence obtained. The procedures associated with the ECL estimate required significant audit effort, including the involvement of internal specialists.

We responded to this critical audit matter by performing procedures in relation to the allowances for loan losses. Our audit work in relation to this included, but was not restricted to the following:

• Evaluated the design and implementation of certain internal controls over management's review of the ECL model, which includes their review of forward-looking information and the time periods used to determine the expected probability of a default event.
• Assessed whether the methodology and assumptions used in the ECL model are consistent with IFRS 9 Financial Instruments and obtained audit evidence supporting assumptions where relevant.
• Evaluated the reasonableness of the segregation and application of the current and historical loan data used by the Company in developing the ECL estimate.
• Engaged internal specialists to develop an independent macroeconomic model, using independent sources, to assess the reasonability of management’s model and the macroeconomic factors and assessment of trends (scenarios) applied by management.
• Assessed the reasonableness of key inputs and significant judgements qualitative adjustments considered based on the loan portfolio and significant assumptions in the context of the IFRS 9 Financial Instruments ECL framework.
• Assessed the appropriateness of the disclosures relating to the allowance for loan losses in the notes to the consolidated financial statements.

Assessment of Fair Value of Private Company Investments

The Company has investments in private companies where fair value is based on unobservable inputs and are classified as Level 3 financial instruments. The valuation of these investments is inherently subjective due to the absence of quoted market values. Management uses valuation techniques that require significant unobservable inputs, requiring management's estimation and judgement. Significant unobservable inputs used in the valuation of such investments but not restricted to, third-party transactions, revenues of investee company, revenue multiples, equity volatility, time to exit events and discount for lack of marketability. Refer to Notes 3c, 3(o)(ii) and 23 of the consolidated financial statements for further details.

We considered this a critical audit matter, as auditing the fair value of private company investments based on valuation techniques that require significant unobservable inputs requires a high degree of auditor judgment and increased audit effort, where the use of different valuation techniques and assumptions could produce significantly different estimates of fair value.

We responded to this critical audit matter by performing procedures in relation to the fair value of private company investments held at year end. Our audit work in relation to this included, but was not restricted to the following:

• Evaluated the design and implementation of certain internal controls over the Company’s process for determining the fair value of private company investments, including controls related to the determination of the valuation techniques and significant unobservable inputs.

1021 West Hastings St, Suite 2200, Vancouver, BC, V6E 0C3
1.877.688.8408 T: 604.685.8408 F: 604.685.8594 MNP.ca

• On a sample basis, we independently obtained financial information of investee companies, and/or other publicly available financial information to corroborate fair value determined by management and potential bias in the accounting estimates.
• Involved internal specialists in evaluating the reasonableness of the valuation methodologies, inputs and assumptions in the valuation of private company investments based on industry data and other benchmarks.
• Assessed the appropriateness of the disclosures relating to the significant unobservable inputs used in the valuation of private company investments in the notes to the consolidated financial statements.

Assessment of Impairment of Goodwill and Indefinite Life Intangible Assets

The Company performs impairment testing related to non-financial assets with indefinite life whenever events or changes in circumstances indicate that the carrying value of a cash generating unit (“CGU”) might exceed its recoverable amount. In addition, the Company performs impairment testing on an annual basis. The Company performed impairment tests that was allocated to its CGUs at December 31, 2024 and the recoverable amount was determined using a value in use method. Refer to Notes 3f and 22 of the consolidated financial statements for further details.

We considered this a critical audit matter, as there was a high degree of auditor judgment required to evaluate the significant assumptions used in determining the recoverable amount including, but not restricted to, forecasted revenue, earnings before interest, taxes, depreciation and amortization, long term growth rates, and discount rates. The sensitivity of reasonable changes to the significant assumptions could have a significant impact on the determination of the recoverable amount of the CGUs and the Company’s determination of impairment. This resulted in an increased extent of audit effort, including the involvement of internal specialists.

We responded to this critical audit matter by performing procedures over the impairment of goodwill and indefinite life intangible assets. Our audit work in relation to this included, but was not restricted to, the following:

• Evaluated the design and implementation of certain internal controls over the impairment process, including the controls related to the significant assumptions used in determining the recoverable amount.
• Assessed management’s determination of CGUs, the allocation of goodwill to the identified CGUs and the application of an appropriate valuation methodology to test for impairment.
• Performed ‘retrospective review’ to compare management’s assumptions in prior year expected future cash flows to the actual results to assess the Company’s budgeting process and ability to accurately forecast.
• Evaluated the reasonableness of significant assumptions, such as forecasted revenue, earnings before interest, taxes, depreciation and amortization and long-term growth rates, used in the cash flow model by comparing these assumptions to historical and actual performance, approved budgets, and consistency with industry data. We also considered whether the assumptions were consistent with evidence obtained in other areas of the audit.
• Involved internal specialists in evaluating the appropriateness of management’s valuation methodology and assessing the reasonability of the discount rate and other inputs used in the impairment analysis based on industry data and other benchmarks.
• Assessed the appropriateness of the disclosures relating to the assumptions used in the impairment assessment in the notes to the consolidated financial statements.

Chartered Professional Accountants
We have served as the Company's auditor since 2024
Vancouver, Canada
March 20, 2025
1021 West Hastings St, Suite 2200, Vancouver, BC, V6E 0C3
---	---
1.877.688.8408 T: 604.685.8408 F: 604.685.8594 MNP.ca

KPMG LLP

PO Box 10426 777 Dunsmuir Street

Vancouver BC V7Y 1K3

Canada

Telephone (604) 691-3000

Fax (604) 691-3031

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors Mogo Inc.:

Opinion on the Consolidated Financial Statements

We have audited, before the effects of the adjustments to retrospectively change the disaggregation of revenue described in note 13, the consolidated statement of financial position of Mogo Inc. and subsidiaries (the Company) as of December 31, 2023, the related consolidated statements of operations and comprehensive income (loss), changes in equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). The 2023 and 2022 consolidated financial statements before the effects of the adjustments described in Notes 13 are not presented herein. In our opinion, before the effects of the adjustments to retrospectively change the disaggregation of revenue described in note 13, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the financial performance and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively change the disaggregation of revenue described in Note 13 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by other auditors.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

Chartered Professional Accountants

We served as the Company’s auditor from 2019 to 2024.

Vancouver, Canada March 20, 2024

Mogo Inc.

Consolidated Statements of Financial Position

(Expressed in thousands of Canadian Dollars)

		Note		December 31, <br>2024				December 31, <br>2023
Assets
Cash and cash equivalent					8,530				16,133
Restricted cash					2,508				1,737
Marketable securities		6			26,085				26,332
Loans receivable, net		4			58,620				61,717
Prepaid expenses and other receivables		5			11,042				13,067
Investment portfolio		23			11,991				11,436
Property and equipment		7			364				526
Investment in sublease, net and right-of-use assets		9			1,073				1,898
Intangible assets		8			31,080				36,562
Goodwill		22			38,355				38,355
Total assets					189,648				207,763
Liabilities
Accounts payable, accruals and other		10			22,181				24,116
Lease liabilities		9			1,541				2,709
Credit facility		11			48,792				49,405
Debentures		12			35,287				36,783
Deferred tax liability		19			630				1,026
Total liabilities					108,431				114,039
Equity
Share capital		25a			389,717				389,806
Contributed surplus					37,424				35,503
Foreign currency translation reserve					(416	)			243
Deficit					(345,508	)			(331,828	)
Total equity					81,217				93,724
Total equity and liabilities					189,648				207,763

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 consolidated financial statements.

F-7

Mogo Inc.

Consolidated Statements of Operations and Comprehensive Income (Loss)

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

				Year ended
		Note		December 31, <br>2024				December 31, <br>2023				December 31, <br>2022
Revenue
Subscription and services					43,108				38,785				41,741
Interest revenue					28,098				26,436				27,208
		13			71,206				65,221				68,949
Cost of revenue
Provision for loan losses, net of recoveries		4			18,415				13,208				14,730
Transaction costs					6,111				5,354				7,979
					24,526				18,562				22,709
Gross profit					46,680				46,659				46,240
Operating expenses
Technology and development					10,635				10,591				12,973
Marketing					4,061				3,340				11,208
Customer service and operations					10,878				10,602				14,089
General and administration					14,457				14,457				20,197
Stock-based compensation		25c,25e			1,938				2,478				8,712
Depreciation and amortization		7,8,9			8,419				9,067				12,636
Total operating expenses		15			50,388				50,535				79,815
Loss from operations					(3,708	)			(3,876	)			(33,575	)
Other expenses (income)
Credit facility interest expense		11			6,702				6,064				4,640
Debenture and other financing expense		12,26			3,324				3,519				3,225
Accretion related to debentures		12			687				958				1,249
Share of loss in investment accounted for using the equity method		18			—				8,267				78,832
Revaluation (gain) loss		16			(1,322	)			(9,628	)			2,375
Impairment of goodwill		22			—				—				31,758
Other non-operating expense		17			922				5,231				10,360
					10,313				14,411				132,439
Net loss before tax					(14,021	)			(18,287	)			(166,014	)
Income tax recovery					(341	)			(400	)			(336	)
Net loss					(13,680	)			(17,887	)			(165,678	)
Other comprehensive loss:
Items that will not be reclassified subsequently to profit or loss:
Unrealized revaluation loss on digital assets					—				—				(468	)
Items that are or may be reclassified subsequently to profit or loss:
Foreign currency translation reserve (loss) gain					(659	)			(316	)			101
Other comprehensive loss					(659	)			(316	)			(367	)
Total comprehensive loss					(14,339	)			(18,203	)			(166,045	)
Net income (loss) per share		20
Basic and diluted loss per share					(0.56	)			(0.72	)			(2.17	)
Weighted average number of basic and fully diluted common shares (in 000s)					24,400				24,853				25,442

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

F-8

Mogo Inc.

Consolidated Statements of Changes in Equity (Deficit)

(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, 2023			24,325					389,806				35,503				—				243				(331,828	)			93,724
Net loss			—					—				—				—				—				(13,680	)			(13,680	)
Purchase of common shares for cancellation			(45	)				(104	)			—				—				—				—				(104	)
Cancellation of replacement awards			(1	)				—				—				—				—				—				—
Foreign currency translation reserve			—					—				—				—				(659	)			—				(659	)
Stock-based compensation (Note 25c)			—					—				1,938				—				—				—				1,938
Options exercised or converted			2					15				(17	)			—				—				—				(2	)
Balance, December 31, 2024			24,281					389,717				37,424				—				(416	)			(345,508	)			81,217
		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			24,892					391,243				33,025				—				559				(313,941	)			110,886
Net loss			—					—				—				—				—				(17,887	)			(17,887	)
Purchase of common shares for cancellation			(474	)				(1,193	)			—				—				—				—				(1,193	)
Cancellation of replacement awards			(3	)				—				—				—								—				—
Foreign currency translation reserve			—					—				—				—				(316	)			—				(316	)
Stock-based compensation (Note 25c)			—					—				2,457				—				—				—				2,457
Warrants issued (Note 25d)			—					—				21				—				—				—				21
Treasury shares reserve (Note 25b)			(90	)				(244	)			—				—				—				—				(244	)
Balance, December 31, 2023			24,325					389,806				35,503				—				243				(331,828	)			93,724
		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			25,464					392,628				24,486				468				458				(148,263	)			269,777
Net loss			—					—				—				—				—				(165,678	)			(165,678	)
Purchase of common shares for cancellation			(600	)				(1,627	)			—				—				—				—				(1,627	)
Cancellation of replacement awards			(1	)				—				—				—				—				—				—
Foreign currency translation reserve			—					—				—				—				101				—				101
Revaluation reserve			—					—				—				(468	)			—				—				(468	)
Stock-based compensation (Note 25c)			—					—				8,712				—				—				—				8,712
Options and RSUs exercised or converted			29					242				(173	)			—				—				—				69
Balance, December 31, 2022			24,892					391,243				33,025				—				559				(313,941	)			110,886

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

F-9

Mogo Inc.

Consolidated Statements of Cash Flows

(Expressed in thousands of Canadian Dollars)

				Year ended
Cash provided by (used in) the following activities:		Note		December 31, <br>2024				December 31, <br>2023				December 31, <br>2022
Operating activities
Net loss					(13,680	)			(17,887	)			(165,678	)
Items not affecting cash and other items:
Depreciation and amortization		7,8,9			8,419				9,067				12,636
Provision for loan losses		4			18,414				13,778				15,383
Credit facility interest expense		11			6,702				6,064				4,640
Debenture and other financing expense		12,26			3,324				3,518				3,225
Accretion related to debentures		12			687				958				1,249
Share of loss in investment accounted for using the equity method		18			—				8,267				78,832
Stock-based compensation expense		25c			1,938				2,478				8,712
Revaluation (gain) loss		16			(1,322	)			(9,628	)			2,375
Impairment of goodwill		22			—				—				31,758
Other non-operating expense		17			1,007				3,408				7,509
Income tax recovery		19			(341	)			(400	)			(336	)
					25,148				19,623				305
Changes in:
Net issuance of loans receivable					(15,810	)			(18,655	)			(16,392	)
Prepaid expenses, and other receivables and assets		5			2,022				(2,167	)			(2,003	)
Accounts payable, accruals and other		10			(2,203	)			1,901				(805	)
Restricted cash					(771	)			(159	)			(132	)
Net investment in sub-lease					381				13				—
					8,767				556				(19,027	)
Interest paid					(9,982	)			(9,668	)			(7,906	)
Income taxes paid					(56	)			(55	)			(76	)
Net cash used in operating activities					(1,271	)			(9,167	)			(27,009	)
Investing activities
Investment in intangible assets		8			(3,175	)			(3,206	)			(7,482	)
Purchase of marketable securities		6,23			(816	)			—				(500	)
Proceeds from sale of digital assets					—				—				625
Proceeds from sale of investment portfolio					200				334				(1,337	)
Proceeds from sale of marketable securities					1,076				—
Purchases of property and equipment		7			(79	)			(214	)			(455	)
Net cash used in investing activities					(2,794	)			(3,086	)			(9,149	)
Financing activities
Lease liabilities – principal payments		9			(608	)			(571	)			(668	)
Repayments on debentures		12			(2,192	)			(2,393	)			(2,050	)
Advances on credit facility		11			1,904				5,344				2,548
Repayments on credit facility		11			(2,517	)			(2,119	)			(1,351	)
Repurchase of common shares		25a			(104	)			(1,122	)			(1,627	)
Proceeds from exercise of options					—				—				69
Net cash used in financing activities					(3,517	)			(861	)			(3,079	)
Effect of exchange rate fluctuations on cash and cash equivalents					(21	)			(21	)			743
Net decrease in cash and cash equivalent					(7,603	)			(13,135	)			(38,494	)
Cash and cash equivalent, beginning of period					16,133				29,268				67,762
Cash and cash equivalent, end of period					8,530				16,133				29,268

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

F-10

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

• Nature of operations

Mogo Inc. (“Mogo” or the "Company") was continued under the Business Corporations Act (British Columbia) on June 21, 2019 following 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 offers simple digital solutions to help its members improve their path to wealth creation and financial freedom. Mogo offers commission-free stock trading that helps users thoughtfully invest based on a Warren Buffett approach to long-term investing while also making a positive impact with every investment. Moka offers Canadians a real alternative to mutual funds and wealth managers that overcharge and underperform with a fully managed investing solution based on the proven outperformance of an S&P 500 strategy, and at a fraction of the cost. Mogo also offers digital loans and mortgages. Through Carta Worldwide, Mogo also offers a low-cost payments platform that powers next-generation card programs for companies across Europe and Canada.

On August 14, 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 (the "Share Consolidation"). Outstanding stock options and outstanding warrants were similarly adjusted by the Share Consolidation ratio. The Share Consolidation resulted in 74,610,924 pre-consolidation common shares issued and outstanding on August 11, 2023, being consolidated into 24,870,308 post-consolidation common shares on August 14, 2023. In accordance with the Share Consolidation, all common shares and per-share amounts for the prior periods disclosed herein reflect the post-Share Consolidation shares unless otherwise specified.

• Basis of presentation

Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board®. The policies applied in these consolidated financial statements were based on International Financial Reporting Standards as issued by the International Accounting Standards Board issued and applicable at December 31, 2024.

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

These consolidated financial statements were authorized by the Board of Directors (the “Board”) to be issued on March 20, 2025.

These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the payment of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due in the normal course.

Management routinely plans future activities which includes forecasting future cash flows. Management has reviewed their plan 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 12 months from the date of approval of these consolidated financial statements.

F-11

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

2. Basis of presentation (Continued from previous page)

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 approval of these 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 forecasted revenue and related expenses including debt repayments. Refer to Note 24 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 consolidated financial statements.

Reclassification of prior year presentation

In the current financial year, the Company has reclassified certain items in its statement of financial position to improve the presentation and provide more relevant information. Notably, the marketable securities balance presented on the consolidated statements of financial position was reclassified from the investment portfolio caption.

These reclassifications had no effect on the reported results of operations.

Basis of consolidation

The Company has consolidated the assets, liabilities, revenues and expenses of all its subsidiaries and its parent entity. The consolidated financial statements include the accounts of the Company, and its direct and indirect wholly-owned subsidiaries, Mogo Finance Technology Inc., Mogo Financial (Alberta) Inc., Mogo Financial (B.C.) Inc., Mogo Financial Inc., Mogo Financial (Ontario) Inc., Mogo Mortgage Technology Inc., Mogo Technology Inc. (a US subsidiary), Mogo Blockchain Technology Inc., Mogo Wallet Inc. (formerly Mogo Wealth Technology Inc.), Thurlow Management Inc., Carta Solutions Holding Corp., Carta Solutions Processing Services (Cyprus) Ltd., Carta Financial Services Ltd. (a UK subsidiary), Carta Solutions Processing Services Corp., Carta Solutions Processing Services Corp. (a Morocco subsidiary), Carta Solutions Singapore PTE. Ltd. (a Singapore subsidiary), Carta Worldwide Inc., Carta Americas Inc. (a US subsidiary), Moka Financial Technologies Inc., Moka Financial Technologies Europe (a France subsidiary), Mogo Asset Management Inc. (formerly Tactex Asset Management Inc.), Tactex Advisors Inc. (a US subsidiary), NumberJacks Services Inc., and MogoTrade Inc. (formerly known as Fortification). The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies.

Subsidiaries are entities controlled by the Company. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

An entity is consolidated if the Company concludes that it controls the entity. The following circumstances may indicate a relationship in which, in substance, Mogo controls and therefore consolidates the entity:

• The Company has power over the entity whereby the Company has the ability to direct the relevant activities (i.e., the activities that affect the entity’s returns);
• The Company is exposed, or has rights, to variable returns from its involvement with the entity; and
• The Company has the ability to use its power over the entity to affect the amount of the entity’s returns.

All inter‑company balances, income and expenses and unrealized gains and losses resulting from inter‑company transactions are eliminated in full.

F-12

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

• Material accounting policies

The Company has consistently applied the following accounting policies to all periods presented in these consolidated financial statements, unless mentioned otherwise.

• Revenue recognition

Revenue is comprised of subscription and services revenue and interest revenue.

Subscription and services revenue

Subscription and services revenue is comprised of subscription revenue, payments revenue, management fee revenue and brokerage revenue. Subscription and services revenue is measured based on the consideration specified in a contract with customers. The Company recognizes revenue when control of the services is transferred to the customer.

Subscription revenue

The Company earns subscription revenue through its subscription-based offerings including its long-term savings and investing products, loan protection services, and premium account services which include access to the Company's investing products. Loan protection services consist of commissions earned on loan insurance offered by a third party in which Mogo acts as the agent to customers who enroll in these services. The Company’s subscription revenues are derived from contracts with individual users. Loan protection services and premium account services are billed in advance of the start of their monthly subscription and revenues are recognized ratably over each monthly subscription period. Investing products are billed at the end of each period and revenues are recognized over time as the service is provided.

Payments revenue

The Company’s payments revenue is derived from long-term processing contracts with financial and non-financial institutions. payments revenue is generated primarily from fees charged to set up a customer on the Company’s processing platform and processing charges, including maintenance fees on cards on the Company’s processing platform, determined by the number of transactions processed and/or cards boarded by the Company's customers. Customer payment terms range from 30 to 60 days from the invoice date.

Payments revenue typically includes a performance obligation to provide processing services to its customers. The Company has determined that payments services represent a stand-ready series of distinct daily services that are substantially the same, with the same pattern of service performed for the customer. As a result, the Company has determined that payments revenue arrangements represent an individual performance obligation. The company utilizes IFRS 15.B.16 as a practical expedient and recognises revenue in the amount to which the Company has the right to invoice.

The Company recognizes set-up fees with a portion recognized upon customer acceptance and the remaining portion over the contract period, on a straight-line basis, commencing when services to set up a customer have been completed. The Company recognizes payments charges, including maintenance fees, on a monthly basis based on the greater of the monthly minimum contracted revenue or the total actual transaction fees due based on the number of transactions processed.

F-13

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

• Material accounting policies (Continued from previous page)
• Revenue recognition (Continued from previous page)

Management fee revenue

Revenue from management services consists of management fees earned through investment advisory services and from investment fund management. The Company recognizes management fee revenue over time as the funds are managed for customers. Payment is due at the time of assessment.

Brokerage revenue

Brokerage revenue arising from negotiating or participating in the negotiation of a transaction acting as the principal on behalf of a third party, such as an agreement to acquire shares or other securities or to buy or sell businesses, is recognized at the closing of the underlying transaction. Fee revenue or components thereof are recognized at the point in time when the related transaction is executed.

Interest revenue

Interest revenue represents interest on the Company's loan products. Interest is recognized on an effective interest basis during the period, and fees are recognized when assessed to the customer either bi-weekly or monthly. The Company calculates the effective interest rate on credit impaired loans net of the expected credit losses. Payment is due at the time of assessment.

b) Cost of revenue

Cost of revenue consists of provision for loan losses and transaction costs. Transaction costs are costs which are directly attributable and scale proportionally to revenue. Costs which do not meet these criteria are considered operating expenses. Transactions costs include commissions and fees paid to third parties, and expenses that relate directly to the acquisition and processing of new customers (excluding marketing) and include expenses such as data aggregation costs, payment facilitation costs, credit scoring fees, and loan system transaction fees.

F-14

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

• Material accounting policies (Continued from previous page)
• Financial instruments

Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred, and the Company has transferred substantially all risks and rewards of ownership. Financial liabilities are derecognized when the obligation specified in the contract is discharged, cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the consolidated statements of operations and comprehensive income (loss).

Classification and measurement of financial assets and financial liabilities

At initial recognition, the Company measures a financial asset at its fair value. For financial assets not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset, are added to its initial carrying value. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Financial liabilities are recognized initially at fair value and are classified as amortized cost or as fair value through profit or loss (“FVTPL”). A financial liability is classified as at FVTPL if it is classified as held-for trading, it is a derivative or it is designated as such on initial recognition.

The Company classifies its financial assets between those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and those to be measured at amortized cost. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL:

• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt investment is measured at fair value through other comprehensive income (“FVOCI”) if it meets both of the following conditions and is not designated as at FVTPL:

• it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL.

Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense is recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

F-15

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

• Material accounting policies (Continued from previous page)
• Financial instruments (Continued from previous page)

The Company’s financial instruments measured at amortized cost include cash and cash equivalent, restricted cash, loans receivable, brokerage firm receivables, accounts and other receivables, accounts payable and accruals, client liabilities, lease liabilities, credit facility, and debentures.

Brokerage firm receivables are client funds held at brokerages. Client liabilities are client funds held by the Company in trust or at brokerages. These funds are held to be utilized for client investments.

Accounts receivable is recorded net of a provision for doubtful accounts. To determine the provision management applies a simplified approach and measures the loss allowance at an amount equal to the lifetime expected credit losses.

The Company’s financial instruments measured at FVTPL include the investment portfolio, derivative financial assets and derivative financial liabilities.

Realized gains or losses on the disposal of investments are determined based on the cost. Unrealized gains or losses on investments and derivative instruments are determined based on the change in fair value at each reporting period.

Impairment of financial assets

Expected credit loss model

The expected credit loss (“ECL”) model is a three-stage impairment approach used to measure the allowance for loan losses on loans receivable at each reporting period date. Loans are classified under one of three stages based on changes in credit quality since initial recognition. Stage 1 loans consist of performing loans that have not had a significant increase in credit risk since initial recognition. Loans that have experienced a significant increase in credit risk since initial recognition are classified as Stage 2, and loans considered to be credit-impaired are classified as Stage 3. The Company routinely refinances its existing customers (through an extension of further credit or funding under an existing line), and accordingly, does not consider a refinancing to be an indicator of increased credit risk. The allowance for loan losses on both Stage 2 and Stage 3 loans is measured at lifetime ECLs. The allowance for loan losses on Stage 1 loans is measured at an amount equal to 12-month ECLs, representing the portion of lifetime ECLs expected to result from default events possible within 12 months of the reporting date. The Company’s measurement of ECLs is impacted by forward looking indicators (“FLIs”) including the consideration of forward macroeconomic conditions. Management has applied a probability weighted approach to the measurement of ECL as at December 31, 2024, involving multiple scenarios and FLIs. Refer to Note 4 for more details.

Assessment of significant increase in credit risk

Significant increases in credit risk are assessed based on changes in probability of default of loans receivable subsequent to initial recognition. The Company uses past due information to determine whether credit risk has increased significantly since initial recognition. Loans receivable are considered to have experienced a significant increase in credit risk and are reclassified to Stage 2 if a contractual payment is more than 30 days past due as at the reporting date.

The Company defines default as the earlier of when a contractual loan payment is more than 90 days past due or when a loan becomes insolvent as a result of customer bankruptcy. Loans that have experienced a default event are considered to be credit-impaired and are reclassified as Stage 3 loans.

F-16

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

• Material accounting policies (Continued from previous page)
• Financial instruments (Continued from previous page)

Measurement of expected credit losses

ECLs are measured as the calculated expected value of cash shortfalls over the remaining life of a loan receivable, using a probability-weighted approach that reflects reasonable and supportable information about historical loss rates, post-charge off recoveries, current conditions and forward-looking indicators such as unemployment rates, inflation rates, bank prime rates and GDP growth rates. The measurement of ECLs primarily involves using this information to determine both the expected probability of a default event occurring and expected losses resulting from such default events. Loans are grouped according to product type, customer tenure and aging for the purpose of assessing ECLs. Historical loss rates and probability weights are re-assessed quarterly and subject to management review.

• Intangible assets

Intangible assets are measured at cost less accumulated amortization and impairment losses. Intangible assets include internally generated and acquired software, acquired technology assets, regulatory licenses, and customer relationships with finite useful lives. Acquired brand and trade names are considered to have indefinite useful lives. Internally generated software costs primarily consist of salaries and payroll-related costs for employees directly involved in the development efforts and fees paid to outside consultants.

Amortization is recorded at rates intended to amortize the cost of the intangible assets over their estimated useful lives as follows:

		Rate
Software - Internally generated		5 years straight line
Software licenses		5 years straight line
Technology assets - Acquired		10 years straight line
Customer relationships		7 to 10 years straight line
Regulatory licenses		5 years straight line
Brand and trade name		Indefinite

Development costs, including those related to the development of software, are recognized as an intangible asset when the Company can demonstrate:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
• its intention to complete and its ability to use or sell the asset;
• how the asset will generate future economic benefits;
• the availability of resources to complete the asset; and
• the ability to measure reliably the expenditure during development.

Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete, and the asset is available for use. During the period of development, the asset is tested for impairment annually.

F-17

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

• Material accounting policies (Continued from previous page)

e) Goodwill

Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognized. Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested for impairment annually or when indicators of impairment exist.

f) Impairment of non-financial assets

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash‑generating units (“CGUs”) to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual CGUs, or otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent allocation basis can be identified.

For impairment testing purposes, the Company evaluates the following CGU or Groups of CGUs:

• Carta; and
• Remaining Mogo related entities.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre‑tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount of the asset or CGU is reduced to its recoverable amount. An impairment loss is recognized immediately in the consolidated statements of operations and comprehensive income (loss).

Other than for goodwill, where an impairment loss subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or CGU in prior years. A reversal of an impairment loss is recognized in the consolidated statements of operations and comprehensive income (loss).

g) Foreign currency translation

The 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. Transactions in foreign currencies are initially recorded in the respective functional currencies at the rate prevailing at the date of the transaction. Monetary items are translated into the functional currency at the exchange rate in effect as at the date of the statement financial position and non-monetary items are translated as at the rate of exchange in effect when the assets were acquired or the obligation was incurred. Revenue and expenses are translated into Canadian dollars using average monthly exchange rates.

F-18

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

• Material accounting policies (Continued from previous page)

g) Foreign currency translation (Continued from previous page)

Foreign exchange gains or losses are recorded to revaluation loss (gain) in the consolidated statements of operations and comprehensive income (loss). The functional currency of each subsidiary that is not in Canadian dollars is as follows: Carta Financial Services Ltd. (British pound sterling (GBP)), Carta Solutions Processing Services Cyprus Ltd. (Euro (EUR)), Carta Solutions Processing Services Corp. (Moroccan Dirham (MAD)), Carta Solutions Singapore PTE. Ltd. (Singapore Dollar (SGD)), Carta Americas Inc. (United States dollar (USD)), Moka Financial Technologies Europe (EUR), and Tactex Advisors Inc. (USD).

h) Foreign operations

The assets and liabilities of foreign operations are translated to the presentation currency using exchange rates at the reporting date. The revenue and expenses of foreign operations are translated to the presentation currency using exchange rates at the dates of the transactions. Foreign currency differences are recognized in foreign current translation reserve within other comprehensive income.

Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income in the translation reserve.

i) Income taxes

Income tax expense is comprised of current and deferred tax. Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

j) Share-based payments

The Company measures equity settled stock options granted to directors, officers, employees and consultants based on their fair value at the grant date and recognizes compensation expense over the vesting period. Measurement inputs include the Company’s share price on the measurement date, the exercise price of the option or warrant, the expected volatility of the Company’s shares, the expected life of the options or warrants, and the risk-free rate of return. Dividends are not factored in as the Company does not expect to pay dividends in the foreseeable future. Expected forfeitures are estimated at the date of grant and subsequently adjusted if further information indicates actual forfeitures may vary from the original estimate.

For each restricted share unit granted to directors, officers and employees, compensation expense is recognized equal to the market value of one common share at the date of grant based on the number of RSUs expected to vest, recognized over the term of the vesting period, with a corresponding credit to contributed surplus.

Share-based payment arrangements with non-employees in which the Company receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payments transactions. The share-based payments are measured based on the fair value of the goods or services received if the fair value can be reliably measured. Otherwise, the share-based payments are measured based on the fair value of the share-based awards using the expected life, risk free interest rate, volatility, exercise price, and fair value of the underlying equity instrument at the time the goods or services are received.

F-19

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

• Material accounting policies (Continued from previous page)

k) Earnings per share

The computation of earnings per share is based on the weighted average number of shares outstanding during the period and profit attributable to the common shareholders. Diluted earnings per share are computed in a similar way to basic earnings per share except that the weighted average shares outstanding are increased to include the additional effects of all dilutive potential common shares assuming the exercise of share options or warrants.

l) Investment in associate

An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

Any investments in associates are accounted for using the equity method. Under the equity method, the investment in an associate is initially recognized at cost. The carrying amount of the investment is adjusted to recognize changes in the Company’s share of the profit or loss and other comprehensive income of the associate since the acquisition date. Goodwill relating to the associate is included in the carrying amount of the investment and is not tested for impairment separately.

The consolidated statements of operations and comprehensive income (loss) reflects the Company’s share of the results of operations of the associate. Unrealized gains and losses resulting from transactions between the Company and the associate are eliminated to the extent of the interest in the associate.

The aggregate of the Company’s share of an associate’s profit or loss after tax is shown on the face of the consolidated statements of operations and comprehensive income (loss) as a separate line item. The financial statements of the associate are prepared for the same reporting period as the Company. When necessary, adjustments are made to bring the accounting policies in line with those of the Company. After application of the equity method, the Company determines whether it is necessary to recognize an impairment loss on its investment in its associate. At each reporting date, the Company determines whether there is objective evidence that the investment in the associate is impaired. If there is such evidence, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, and then recognizes the loss within its share of profit or loss of an associate in the consolidated statements of operations and comprehensive income (loss).

If significant influence over an entity is lost, the Company recognizes a gain or loss in profit or loss and will then account for the investment as a financial instrument, as outlined in note 3(c).

m) Cash and cash equivalents and restricted cash

Cash and cash equivalent in the consolidated statements of financial position and cash flows is comprised of cash held at financial institutions, cash held on hand and short-term highly liquid deposits with an original maturity of three months or less that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value. Restricted cash is cash subject to restrictions that prevents its use for current purposes.

F-20

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

3. Material accounting policies (Continued from previous page)

n) Leases

The Company has lease agreements for its office spaces. Leases have lease terms between 2 years to 7 years with an option to renew the lease after that date. The Company assesses at the lease commencement date whether it is reasonably certain to exercise the extension option. The Company re-assesses whether it is reasonably certain to exercise the options if there is a significant event or significant change in circumstances within its control.

Right-of-use assets

Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct cost incurred, and lease payments made at or before the commencement date less any lease incentives received. The right-of-use assets are depreciated on a straight-line basis over the lease term. Right-of-use assets are subject to an evaluation of impairment if any indicators of impairment are noted.

Lease liabilities

The Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payment includes fixed payments (including in-substance fixed payments). Variable payments other than those that depend on an index or a rate are recorded in general and administration expenses as incurred.

In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is re-measured if there is a modification, a change in the lease term or a change in the in-substance fixed lease payments.

Subleases

For subleases classified as a finance lease, the Company de-recognizes the right-of-use asset relating to the head lease and recognizes a net investment in the sublease. Any difference between the right-of-use asset and the net investment in the finance sublease is recognized in profit or loss. The Company measures the net investment in the sublease at an amount equal to the present value of the lease payments of the underlying right-of-use asset. The net investment in the sublease lease is depreciated on a straight-line basis over the lease term.

Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to its short-term leases of properties (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value (i.e., below $5,000). Lease payments on short-term leases and leases of low-value assets are recognized as expenses in the period incurred.

F-21

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

• Material accounting policies (Continued from previous page)

o) Significant accounting judgements, estimates and assumptions

The preparation of the 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 year. 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.

Subsequent to year end, the United States government announced new tariffs on imported goods. The uncertainty regarding the impact of these tariffs on the economy increases the uncertainty of estimates used in financial reporting.

Significant accounting judgements

The following are the critical judgements, apart from those involving estimations that have been made in the process of applying the Company’s accounting policies, which have the most significant effect on the amounts recognized in the consolidated financial statements.

Expected credit losses

In applying its accounting policy for the expected credit loss model, the Company applies judgment in defining significant increase in defaults, and its write-offs policy. Refer to Note 4 for further details.

Operating segments

The Company does not present segmented information as it has determined that its operations fall under one segment. The chief operating decision maker assesses performance and determines resource allocation on a consolidated level.

Assessment of the going concern

Based on cash flow forecasts, the Company believes that it will have sufficient liquidity to operate and discharge its liabilities as they become due. Development of these forecasts required management to make subjective estimates and assumptions related to forecasted revenue and loan growth rates, and access to undrawn funds under existing credit facilities for financing new loans.

Significant accounting estimates and assumptions

These estimates and assumptions are based on management’s historical experience, best knowledge of current events, conditions and actions that the Company may undertake in the future and other factors that management believes are reasonable under the circumstances.

These estimates and assumptions are reviewed periodically, and the effect of a change in accounting estimate or assumption is recognized prospectively by including it in the consolidated statements of operations and comprehensive income (loss) in the period of the change and in any future periods affected.

The areas where estimates and assumptions have the most significant effect on the amounts recognized in the consolidated financial statements include the following:

• Provision for loan losses

The provision for loan losses consists of amounts charged to the consolidated statements of operations and comprehensive income (loss) during the period to maintain an adequate allowance for loan losses. The Company's allowance for loan losses represents its estimate of the expected credit losses expected from its existing loan portfolio and is based on a variety of factors, including the composition and quality of the portfolio, loan-specific information gathered through collection efforts, delinquency levels, estimate of post-

F-22

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

• Material accounting policies (Continued from previous page)

o) Significant accounting judgements, estimates and assumptions (Continued from previous page)

(i) Provision for loan losses (Continued from previous page)

charge-off recoveries, historical charge-off and loss experience, the Company's expectations of future loan performance, and general forward-looking macroeconomic conditions. The methodology and assumptions used in setting the loan loss allowance are reviewed regularly to reduce any difference between loss estimates and actual loss experience.

(ii) Fair value of privately held investments

Estimating fair value requires that significant judgment be applied to each individual investment. For privately held investments, the fair value of each investment is measured using the most appropriate valuation methodology or combination of methodologies in the judgment of management in light of the specific nature, facts and circumstances surrounding that investment. This may take into consideration, but not be limited to, one or more of the following: valuations of recent or in-progress funding rounds, forward revenue and earnings projections, comparable peer valuation multiples, and the initial cost base of the investment. Actual results could differ significantly from these estimates.

• Valuation of goodwill acquired in business combinations

The Company is required to assess the recoverability of values assigned to cash generating units that include goodwill on an annual basis. Estimating the recoverable amount requires significant judgment in the determination of appropriate inputs. This may take into consideration the following: forecast period, cash flow projections and discount rates. Actual results could differ significantly from these estimates.

• Impairment testing of intangible assets and goodwill

Management is required to use judgement in determining the CGUs and reviewing impairment indicators. Management reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. Management must apply a range of assumptions and considers estimated cashflows based on actual operating results as well as industry and market trends. These projections are inherently uncertain due to market and economic factors.

p) New and amended standards and interpretations

In January 2020, the IASB issued Classification of liabilities as current or non-current (Amendments to IAS 1). The amendments are effective for reporting periods beginning on or after January 1, 2024. This standard, which was adopted as of January 1, 2024, did not have a material impact on the consolidated financial statements.

F-23

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

• Loans receivable

Loans receivable represent lines of credit advanced to customers in the normal course of business. The following table provides a breakdown of gross loans receivable and allowance for loan losses by aging bucket, which represents the Company's 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 December 31, 2024
Risk Category		Days past due		Stage 1				Stage 2				Stage 3				Total
Strong		Not past due			58,171				—				—				58,171
Lower risk		1-30 days past due			2,924				—				—				2,924
Medium risk		31-60 days past due			—				1,024				—				1,024
Higher risk		61-90 days past due			—				863				—				863
Non-performing		91+ days past due or bankrupt			—				—				9,714				9,714
		Gross loans receivable			61,095				1,887				9,714				72,696
		Allowance for loan losses			(7,088	)			(1,336	)			(5,652	)			(14,076	)
		Loans receivable, net			54,007				551				4,062				58,620
				As at December 31, 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Risk Category		Days past due		Stage 1				Stage 2				Stage 3				Total
Strong		Not past due			59,938				—				—				59,938
Lower risk		1-30 days past due			3,404				—				—				3,404
Medium risk		31-60 days past due			—				1,096				—				1,096
Higher risk		61-90 days past due			—				808				—				808
Non-performing		91+ days past due or bankrupt			—				—				9,026				9,026
		Gross loans receivable			63,342				1,904				9,026				74,272
		Allowance for loan losses			(6,445	)			(1,266	)			(4,844	)			(12,555	)
		Loans receivable, net			56,897				638				4,182				61,717

F-24

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

4. Loans receivable (Continued from previous page)

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 $1,404 higher than the reported allowance for credit losses as at December 31, 2024 (December 31, 2023 – $1,235 higher). The following table provides a reconciliation of the allowance for loan losses:

		As at December 31, 2024
		Stage 1				Stage 2				Stage 3				Total
Balance as at January 1, 2024			6,445				1,266				4,844				12,555
Gross loans originated			2,676				—				—				2,676
Principal payments			(1,004	)			9				(103	)			(1,098	)
Re-measurement of allowance before transfers			1,025				83				100				1,208
Re-measurement of amounts transferred between stages			(80	)			1,188				14,518				15,626
Transfer to (from)
Stage 1 – 12-month ECLs			96				(96	)			—				—
Stage 2 – Lifetime ECLs			(231	)			232				(1	)			—
Stage 3 – Lifetime ECLs			(1,839	)			(1,346	)			3,187				2
Net amounts charged off against allowance			—				—				(16,893	)			(16,893	)
Balance as at December 31, 2024			7,088				1,336				5,652				14,076
		As at December 31, 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
		Stage 1				Stage 2				Stage 3				Total
Balance as at January 1, 2023			5,794				1,239				6,040				13,073
Gross loans originated			3,158				—				—				3,158
Principal payments			(1,281	)			(40	)			(437	)			(1,758	)
Re-measurement of allowance before transfers			139				158				(30	)			267
Re-measurement of amounts transferred between stages			(142	)			1,102				11,151				12,111
Transfer to (from)
Stage 1 – 12-month ECLs			166				(136	)			(30	)			—
Stage 2 – Lifetime ECLs			(200	)			200				—				—
Stage 3 – Lifetime ECLs			(1,189	)			(1,257	)			2,446				—
Net amounts charged off against allowance			—				—				(14,296	)			(14,296	)
Balance as at December 31, 2023			6,445				1,266				4,844				12,555

F-25

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

4. Loans receivable (Continued from previous page)

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

		Year ended
		December 31, <br>2024				December 31, <br>2023
Balance, beginning of the period			12,555				13,073
Provision for loan losses			18,414				13,778
Charge offs			(16,893	)			(14,296	)
Balance, end of the period			14,076				12,555

The provision for loan losses in the consolidated statements of operations and comprehensive income (loss) is recorded net of recoveries. Recoveries for the year ended December 31, 2024 were $6 (December 31, 2023 – $58).

5. Prepaid expenses and other receivables

		As at
		December 31, <br>2024				December 31, <br>2023
Prepaid expenses			1,551				1,308
Accounts receivable			2,498				2,834
Brokerage firm receivables			5,287				7,023
Deposits and other receivables			1,706				1,902
Total			11,042				13,067

Accounts receivable of $2,498 as at December 31, 2024 of which $1,911 is current and $587 is greater than 30 days. The amounts presented are net of $849 as an allowance for doubtful accounts.

• Marketable securities

		As at
		December 31, <br>2024				December 31,<br> 2023
WonderFi Technologies Inc.			25,654				25,654
Others			431				678
Total			26,085				26,332

F-26

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

• Property and equipment

		Computer<br>equipment				Furniture<br>and fixtures				Leasehold<br>improvements				Total
Cost
Balance, December 31, 2022			3,175				1,210				2,055				6,440
Additions			214				—				—				214
Impairment			(239	)			(212	)			—				(451	)
Disposals			(2,160	)			(998	)			(2,055	)			(5,213	)
Effects of movement in exchange rate			2				—				—				2
Balance, December 31, 2023			992				—				—				992
Additions			57				—				—				57
Disposals			—				—				—				—
Effects of movement in exchange rate			13				—				—				13
Balance, December 31, 2024			1,062				—				—				1,062
Accumulated depreciation
Balance, December 31, 2022			2,313				971				2,055				5,339
Depreciation			313				27				—				340
Disposals			(2,160	)			(998	)			(2,055	)			(5,213	)
Balance, December 31, 2023			466				—				—				466
Depreciation			248				—				—				248
Disposals			(22	)			—				—				(22	)
Effects of movement in exchange rate			6				—				—				6
Balance, December 31, 2024			698				—				—				698
Net book value
Balance, December 31, 2023			526				—				—				526
Balance, December 31, 2024			364				—				—				364

Depreciation of property and equipment of $248 for the year ended December 31, 2024 (December 31, 2023 – $340) is included in depreciation and amortization in the consolidated statements of operations and comprehensive income (loss).

F-27

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

• Intangible assets

		Internally<br>generated technology– <br>completed				Internally<br>generated technology–<br>in progress				Software<br>licenses				Acquired technology assets				Customer relationships				Brand				Regulatory licenses				Total
Cost
Balance, December 31, 2022			29,533				7,147				3,973				21,000				8,900				1,000				6,800				78,353
Additions			—				3,206				—				—				—				—				—				3,206
Impairment			—				—				(10	)			—				—				—				—				(10	)
Disposals			(13,597	)			—				(3,444	)			—				—				—				—				(17,041	)
Transfers			8,810				(8,810	)			—				—				—				—				—				—
Effects of movement in exchange rate			—				—				(32	)			—				—				—				—				(32	)
Balance, December 31, 2023			24,746				1,543				487				21,000				8,900				1,000				6,800				64,476
Additions			—				3,175				—				—				—				—				—				3,175
Impairment			—				(597	)			—				—				—				—				—				(597	)
Transfers			2,034				(2,034	)			—				—				—				—				—				—
Effects of movement in exchange rate			—				—				11				—				—				—				—				11
Balance, December 31, 2024			26,780				2,087				498				21,000				8,900				1,000				6,800				67,065
Accumulated amortization
Balance, December 31, 2022			24,350				—				3,612				3,822				2,493				—				2,247				36,524
Amortization			3,797				—				105				2,100				1,065				—				1,360				8,427
Disposals			(13,597	)			—				(3,444	)			—				—				—				—				(17,041	)
Effects of movement in exchange rate			(24	)							28																				4
Balance, December 31, 2023			14,526				—				301				5,922				3,558				—				3,607				27,914
Amortization			3,440				—				100				2,100				1,064				—				1,360				8,064
Effects of movement in exchange rate			—				—				7				—				—				—				—				7
Balance, December 31, 2024			17,966				—				408				8,022				4,622				—				4,967				35,985
Net book value
Balance, December 31, 2023			10,220				1,543				186				15,078				5,342				1,000				3,193				36,562
Balance, December 31, 2024			8,814				2,087				90				12,978				4,278				1,000				1,833				31,080

Amortization of intangible assets of $8,064 for the year ended December 31, 2024 (December 31, 2023 – $8,427) is included in depreciation and amortization in the consolidated statements of operations and comprehensive income (loss).

Impairment charges of $597 were recognized in other non-operating expense for the year ended December 31, 2024 (December 31, 2023 – $10). These charges related to discontinued projects and were therefore impaired during the year.

F-28

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

• Leases

During the year, the Company reassessed its extension option on a lease, which resulted in the modification of the lease liability of $560 and right-of-use asset of $477. Information about leases for which the Company is a lessee is presented below:

Amount recognized in the consolidated statements of financial position:

(i) Right-of-use assets and lease liabilities

The right-of-use assets are included in the investment in sublease on the statement of financial position. Set out below are the carrying amounts of the Company’s right-of-use assets and lease liabilities recognized and the movements during the year ended December 31, 2024 and 2023:

		Right-of-use assets				Lease liabilities
Balance, as at December 31, 2022			2,622				3,280
Impairment			(669	)			—
Transfers			(979	)			—
Depreciation			(304	)			—
Interest expense			—				178
Payments			—				(749	)
Balance, as at December 31, 2023			670				2,709
Modification of lease			(477	)			(560	)
Depreciation			(109	)			—
Interest expense			—				140
Payments			—				(748	)
Balance, as at December 31, 2024			84				1,541

(ii) Investment in Sublease, net

		As at
		December 31, <br>2024				December 31, <br>2023
Balance, as at December 31, 2023			1,228				—
Transfers			—				979
Additions			—				191
Interest accretion			142				71
Payments from sublessor			(381	)			(13	)
Balance, as at December 31, 2024			989				1,228

F-29

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

• Leases (Continued from previous page)

Amount recognized in the consolidated statements of operations and comprehensive income (loss):

		Year ended
		December 31, <br>2024				December 31, <br>2023				December 31, <br>2022
Depreciation of right-of-use assets			107				304				730
Interest expense on lease liabilities			140				178				212
Expenses relating to short term leases			508				449				478
Impairment			—				669				78
Variable lease payments			123				429				505
Total			878				2,029				2,003

Depreciation of right-of-use assets is included in depreciation and amortization expense. Interest expense related to lease liabilities is included in debenture and other financing expense.

The Company in its cash flow has classified cash payment related to principal portion of $608 (December 31, 2023 – $571) of lease payments as financing activities and cash payments related to interest portion of $140 (December 31, 2023 – $178) as operating activities.

• Accounts payable and accruals

		As at
		December 31, <br>2024				December 31, <br>2023
Accounts payables			4,515				6,448
Accrued expenses			7,458				5,797
Accrued wages and other benefits			1,262				1,412
Client liabilities			7,795				8,760
Other			1,151				1,699
Total			22,181				24,116

F-30

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

• Credit facility

The credit facility consists of a $60,000 senior secured credit facility. On May 9, 2024, the maturity date of the facility was extended from July 2, 2025 to January 2, 2026. The Company determined this extension was a non-substantial modification of the existing credit facility. Subsequent to year end, on February 26, 2025, the Company amended its credit facility to extend the maturity date by three years, until January 2, 2029. Additionally, the interest rate was reduced by 100 basis points to 7% plus the Secured Overnight Financing Rate ("SOFR").

The effective interest rate for the year ended December 31, 2024 on the facility was SOFR plus 8% with no floor. There is a 0.33% fee on the undrawn portion of the $60,000 facility. The principal and interest balance outstanding for the credit facility as at December 31, 2024 was $48,792 (December 31, 2023 – $49,405).

The credit facility is subject to certain covenants and events of default. A certain covenant of the credit facility requires the Company to maintain a prescribed level of tangible net worth.

The Company’s tangible net worth can fluctuate significantly from period to period, primarily due to continuous market revaluations of the Company’s marketable securities. As a result of a decrease in the fair value of certain investments during the three months ended September 30, 2024 (primarily due to non-cash unrealized fair value losses on the Company’s investment in WonderFi Technologies Inc), the Company was granted a waiver by its lender for any potential breach of its tangible net worth covenant. The Company remained in compliance with all its covenants as at December 31, 2024 and December 31, 2023.

Interest expense on the credit facility for the year ended December 31, 2024 of $6,702 (December 31, 2023 – $6,064) is included in credit facility interest expense in the consolidated statements of operations and comprehensive income (loss). Interest payments are due semi-monthly.

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.

		As at
		December 31, <br>2024				December 31, 2023
Credit facility - funds drawn			48,792				49,405

The Company has pledged financial instruments as collateral against its credit facilities. Borrowing capacity under the facility is influenced by the composition of these assets. Under the terms of the general security agreement, assets pledged as collateral primarily include loans receivable with a carrying amount equal to $58,620 (December 31, 2023 – $61,717) and cash and cash equivalents with a balance of $254 (December 31, 2023 – $316).

		As at
		December 31, <br>2024				December 31, 2023
Balance, beginning of the period			49,405				46,180
Advances from credit facility			1,904				5,344
Payments on credit facility			(2,517	)			(2,119	)
Interest payable			—				—
Balance, end of the period			48,792				49,405

F-31

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

• Debentures

The Company's debentures pay interest at a coupon rate between 8 - 10% per annum. Payments of interest and principal are made to debenture holders on a quarterly basis on the first business day following the end of a calendar quarter, at the Company's option either in cash or Common Shares.

		As at
		December 31, <br>2024				December 31, 2023
Principal balance			35,257				37,020
Discount			(701	)			(1,000	)
			34,556				36,020
Interest payable			731				763
			35,287				36,783
		As at
---	---	---	---	---	---	---	---	---
		December 31, <br>2024				December 31, 2023
Balance, beginning of the period			36,783				38,266
Principal repayments			(2,192	)			(2,393	)
Discount accretion			687				958
Revaluation			(364	)			32
Other			373				(80	)
Balance, end of the period			35,287				36,783

As at June 30, 2024, the Company adjusted the amortised cost of the debentures to give effect to amended maturity date of the Company's senior secured credit facility from July 2, 2025 to January 2, 2026. The Company determined this constituted a non-substantial modification of the existing debentures and the amortised cost of the debentures was recalculated by discounting the revised estimated future cash flows at the existing effective interest rate.

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 the debentures to January 2, 2026 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
2025			2,113				—				2,113
2026			554				32,590				33,144
			2,667				32,590				35,257

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

F-32

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

13. Revenue

The following table is a provides a breakdown of the Company’s total revenues:

		Year ended
		December 31, <br>2024				December 31, <br>2023				December 31, <br>2022
Interest revenue			28,098				26,436				27,208
Wealth revenue			10,670				9,203				8,686
Payments revenue			8,634				7,166				7,348
Other subscription related revenue			23,804				22,416				25,707
Total revenue			71,206				65,221				68,949

For the years ended December 31, 2023 and December 31, 2022 the disaggregation of revenue was previously presented as follows on the consolidated statements of operations and comprehensive income (loss):

	Year ended
	December 31, <br>2023			December 31, <br>2022
Subscription and services		38,785			41,741
Interest revenue		26,436			27,208
Total revenue		65,221			68,949

F-33

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

14. Geographic information

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

		Year ended
		December 31, <br>2024				December 31, <br>2023				December 31, <br>2022
Canada			63,314				59,104				62,320
Europe			7,892				6,117				6,531
Other			—				—				98
Total			71,206				65,221				68,949

b) Non-current assets presented below has been based on geographic location of the assets. Intangible assets are allocated based on the location of their legal registration.

		As at
		December 31, <br>2024				December 31, 2023
Canada			70,623				77,032
Europe			233				263
Other			16				46
Total			70,872				77,341

F-34

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

15. Expense by nature and function

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

	Year ended
	December 31, <br>2024				December 31, <br>2023				December 31, <br>2022
Personnel expense		20,349				20,226				28,628
Depreciation and amortization		8,419				9,067				12,636
Hosting and software licenses		5,530				5,355				6,647
Marketing		3,915				3,120				10,282
Professional services		2,757				2,414				2,889
Stock-based compensation		1,938				2,479				8,712
Insurance and licenses		1,595				2,000				3,138
Credit verification costs		1,092				1,256				1,918
Premises		752				1,029				1,224
Others		4,041				3,589				3,741
Total		50,388				50,535				79,815

The following table summarizes the Company’s operating expenses by function including stock-based compensation and depreciation and amortization from the consolidated statements of operations and comprehensive income (loss):

		Year ended
		December 31, <br>2024				December 31, <br>2023				December 31, <br>2022
Technology and development			15,902				15,906				26,718
Marketing			4,105				3,379				11,448
Customer service and operations			11,359				11,351				15,900
General and administration			19,022				19,899				25,749
Total			50,388				50,535				79,815

F-35

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

16. Revaluation loss (gain)

		Year ended
		December 31, <br>2024				December 31, <br>2023				December 31, <br>2022
Change in fair value due to revaluation of derivative financial asset			—				—				7,866
Change in fair value due to revaluation of derivative financial liabilities			(35	)			(379	)			(12,558	)
Realized loss on investment portfolio and marketable securities			20				340				—
Unrealized (gain) loss on investment portfolio and marketable securities			(209	)			(9,659	)			7,951
Unrealized loss on digital assets			—				—				625
Loss (gain) on modification of debentures			(364	)			32				(1,114	)
Realized foreign exchange (gain) loss			34				46				—
Unrealized foreign exchange gain			(768	)			(8	)			(395	)
Total			(1,322	)			(9,628	)			2,375

17. Other non-operating expense (income)

	Year ended
	December 31, <br>2024				December 31, <br>2023				December 31, <br>2022
Government grants		—				—				(93	)
Restructuring charges		128				4,519				2,784
Impairment of intangible assets		597				—				6,521
Acquisition costs and other		197				712				1,148
Total		922				5,231				10,360

During the year ended December 31, 2024 the Company incurred restructuring charges of $128 (December 31, 2023 - $4,519).

F-36

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

18. Investment accounted for using the equity method

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 89,429 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. Immediately prior to the transaction Mogo owned 34% of Coinsquare. Immediately 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.

As a result of Mogo’s ownership interest in WonderFi dropping below 20%, the Company no longer has significant influence over its investment such that it has changed 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, MogoTrade Inc. ("MTI") is no longer responsible for guaranteeing Coinsquare Capital Markets Ltd's obligations to its clients up to the amount of MTI's regulatory capital.

For the year ended December 31, 2023, the consolidated statements of operations and comprehensive income (loss) have included all amounts relating to the investment accounted for using the equity method in one line item called share of loss in investment accounted for using the equity method.

The following table summarizes the Company's investment accounted for using the equity method as at December 31, 2024 and December 31, 2023:

		As at
		December 31, <br>2024				December 31, 2023
Balance, beginning of the period			—				24,989
Share of loss in investment accounted for using the equity method:
Share of investee's loss			—				(2,972	)
Impairment			—				(5,295	)
Revaluation gain			—				97
Distributions received			—				(731	)
Transfer to investments measured at FVTPL			—				(16,088	)
Balance, end of the period			—				—

F-37

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

19. Income taxes

• Provision for income taxes

The major components of provision for income taxes are as follows:

		Year ended
		December 31, <br>2024				December 31, <br>2023				December 31, <br>2022
Current tax expense			52				19				76
Deferred tax recovery			(393	)			(419	)			(412	)
Income tax recovery			(341	)			(400	)			(336	)

The reconciliation of the provision for income taxes to the amount of income taxes calculated using statutory income tax rates applicable to the Company in Canada is as follows:

		Year ended
		December 31, <br>2024				December 31, <br>2023				December 31, <br>2022
Canadian federal and provincial recovery of income taxes using statutory rate of 27% (2021 – 27%, 2020 – 27%)			(2,486	)			(4,938	)			(44,832	)
Change in recognized taxable temporary differences			(1,052	)			(1,297	)			—
Change in unrecognized deductible temporary differences and unused tax losses			2,280				4,680				33,554
Impact of rate differences between jurisdictions			258				293				—
Permanent differences and other			659				862				10,942
Income tax recovery			(341	)			(400	)			(336	)

• Deferred tax assets

The Company’s deferred tax assets are as follows:

		As at
		December 31, <br>2024				December 31, <br>2023
Non-capital losses			5,765				6,142
Total			5,765				6,142

F-38

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

19. Income taxes (Continued from previous page)

• Deferred tax liabilities

The Company’s deferred tax liabilities are as follows:

		As at
		December 31, <br>2024				December 31, <br>2023
Intangible assets			6,096				6,656
Right-of-use assets			290				512
			6,386				7,168

• Deductible temporary differences and unused tax losses

Deferred tax assets have not been recognized because it is not probable that future taxable profit will be available against which the Company can use the benefits therefrom.

The Company has deductible temporary differences for which no deferred tax assets are recognized as follows:

		As at
		December 31, <br>2024				December 31, <br>2023
Unused tax losses			234,902				237,115
Property and equipment			5,715				5,778
Lease liability			1,541				2,709
Equity investments			4,236				7,587
Intangible assets			30,768				31,934
Investment accounted for using the equity method			78,463				78,005
Debentures			1,782				5,595
Financing costs			885				1,720
Research and development expenditures			3,006				3,006
Investment in subsidiaries			3,752				3,742
Capital losses			5,886				6,511
Other			—				34
			370,936				383,736

F-39

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

19. Income taxes (Continued from previous page)

• Deductible temporary differences and unused tax losses (Continued from previous page)

The Company’s non-capital losses expire as follows:

		As at
		December 31, <br>2024				December 31, <br>2023
Expires 2025			422				426
Expires 2026			804				829
Expires 2027			717				719
Expires 2028			480				480
Expires 2029			2,731				2,732
Expires 2030			2,102				3,120
Expires 2031			1,391				3,439
Expires 2032			4,755				6,432
Expires 2033			9,292				10,297
Expires 2034			10,359				10,264
Expires 2035			14,208				15,609
Expires 2036			25,575				28,528
Expires 2037			27,374				31,963
Expires 2038			27,650				31,264
Expires 2039			20,109				25,580
Expires 2040			16,371				13,708
Expires 2041			24,493				20,816
Expires 2042			32,595				32,773
Expires 2043			17,659				21,823
Expires 2044			17,561				—
			256,648				260,802

F-40

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

20. Loss per share

The following reflects consolidated comprehensive loss and weighted average number of shares used in the basic and diluted loss per share computations:

		Year ended
		December 31, <br>2024				December 31, <br>2023				December 31, <br>2022
Net loss attributed to shareholders			(13,680	)			(17,887	)			(165,678	)
Basic weighted average number of shares (in 000s)			24,400				24,853				25,442
Basic and diluted loss per share			(0.56	)			(0.72	)			(2.17	)

The outstanding stock options and warrants were excluded from the calculation of diluted loss per share because their effect is anti-dilutive.

21. Capital management

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.

The Company sets the amount and type of capital required relative to its assessment of risk and makes adjustments when necessary to respond to changes to economic conditions, the risk characteristics of the underlying assets, and externally imposed capital requirements. In order to maintain or modify its capital structure, the Company may issue new shares, seek other forms of financing, or sell assets to reduce debt.

The Company manages the following as capital:

		As at
		December 31, <br>2024				December 31, <br>2023
Share capital			389,717				389,806
Contributed surplus			37,424				35,503
Deficit			(345,508	)			(331,828	)
Credit facility			48,792				49,405
Debentures			35,257				37,020

There have been no changes in the Company’s definition of capital, capital management objectives, policies and processes during the year. There are certain capital requirements of the Company resulting from the Company’s credit facility that include financial covenants and ratios. Management uses these capital requirements in the decisions made in managing the level and make-up of the Company’s capital structure. The Company was in compliance with all of the financial covenants as at December 31, 2024 and December 31, 2023.

F-41

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

22. Goodwill and indefinite-life intangible assets

Goodwill and indefinite-life intangible assets are attributed to CGUs or groups of CGUs to which they relate. Annual impairment testing was performed as at December 31, 2024 for goodwill and indefinite-life intangible assets by comparing the carrying value of net assets within the CGU to the recoverable amount of that CGU. Management tested the individual CGUs, being the Carta and the remaining Mogo related entities CGU.

The recoverable amount of the CGUs to which goodwill and indefinite life intangibles are allocated were determined based on a value in use assessment using Level 3 inputs in a discounted cash flow analysis.

Management applied a range of assumptions in assessing the value in use of the Carta and Mogo CGUs. The significant assumptions applied in the determination of the recoverable amount are described below:

• Cash flows: Estimated cash flows were projected based on actual operating results from internal sources, estimated loan origination and volume growth, as well as industry and market trends. Estimated cash flows are primarily driven by forecasted revenues and operating costs. The forecast period was for 5 years with a terminal value calculation thereafter.

• Terminal value growth rate: The terminal growth rate is based on historical and projected economic indicators, including the gross domestic product growth rate and takes into consideration factors including the nature of industry and level of market maturity. A rate of 7% was applied in the assumption.

• Pre-tax discount rate: The pre-tax discount rate is reflective of the CGUs Weighted Average Cost of Capital (“WACC”). The WACC was estimated based on the risk-free rate, equity risk premium, beta adjustment to the equity risk premium based on a direct comparison approach, an unsystematic risk premium, and an after-tax cost of debt based on the interest rate of the Company’s debts. The range of pre-tax discount rates applied were 15-18% for the Mogo CGU and Carta CGU respectively.

• Tax rate: The tax rates used in determining the future cash flows were those substantively enacted at the respective valuation date.

As a result of the impairment test as at December 31, 2024, management concluded that the recoverable amount of each respective CGU was higher than the carrying value of its net assets in each of the range of assumptions noted above. Therefore, no impairment was recognized on goodwill and indefinite life intangible assets for the year ended December 31, 2024.

As at December 31, 2024, the carrying value of goodwill and indefinite life intangible assets attributable to the Carta CGU is $24,315 and $1,000, respectively (December 31, 2023 – $24,315 and $1,000, respectively). The carrying value of goodwill attributable to the remaining Mogo related entities CGU is $14,040 (December 31, 2023 – $14,040). The amounts by which the value in use of the CGUs exceeded their carrying value were $14,376 and $36,096 for the Carta and Mogo CGUs, respectively. A 3.6% increase in the pretax discount rates would be required in order for the CGUs’ recoverable amount to be equal to their carrying value.

F-42

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

23. 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.
• 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-43

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

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

• 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 year ended December 31, 2024 and 2023, there have not been any transfers between fair value hierarchy levels except for the transfers indicated in Note 23(c)(i) related to the investment portfolio.

				Carrying amount																Fair value
As at December 31, 2024		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
Marketable securities		6			26,085				—				—				26,085				26,085				—				—				26,085
Investment portfolio					11,991				—				—				11,991				—				—				11,991				11,991
					38,076				—				—				38,076
Financial assets not measured at fair value
Cash and cash equivalent					—				8,530				—				8,530				8,530				—				—				8,530
Restricted cash					—				2,508				—				2,508				2,508				—				—				2,508
Loans receivable		4			—				72,696				—				72,696				—				72,696								72,696
Other receivables					—				9,491				—				9,491				—				9,491				—				9,491
					—				93,225				—				93,225
Financial liabilities not measured at fair value
Accounts payable, accruals and other					—				—				22,096				22,096				—				22,096				—				22,096
Credit facility		11			—				—				48,792				48,792				—				48,792				—				48,792
Debentures		12			—				—				35,287				35,287				—				33,911				—				33,911
					—				—				106,175				106,175

F-44

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

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

• Accounting classifications and fair values (Continued from previous page)

				Carrying amount																Fair value
As at December 31, 2023		Note		FVTPL				Financial asset at amortized cost				Other financial liabilities				Total				Level 1				Level 2				Level 3				Total
Financial assets measured at fair value
Marketable securities		6			26,332				—				—				26,332				26,332				—				—				26,332
Investment portfolio					11,436				—				—				11,436				—				—				11,436				11,436
					37,768				—				—				37,768
Financial assets not measured at fair value
Cash and cash equivalent					—				16,133				—				16,133				16,133				—				—				16,133
Restricted cash					—				1,737				—				1,737				1,737				—				—				1,737
Loans receivable		4			—				74,272				—				74,272				—				74,272				—				74,272
Other receivables					—				11,750				—				11,750				—				11,750				—				11,750
					—				103,892				—				103,892
Financial liabilities measured at fair value
Derivative financial liabilities					34				—				—				34				—				34				—				34
					34				—				—				34
Financial liabilities not measured at fair value
Accounts payable, accruals and other					—				—				23,904				23,904				—				23,904				—				23,904
Credit facility		11			—				—				49,405				49,405				—				49,405				—				49,405
Debentures		12			—				—				36,783				36,783				—				34,997				—				34,997
					—				—				110,092				110,092

F-45

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

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

• Measurement of fair values:

(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 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 (1.9-3.0, 2023: 2.0-3.0)<br><br><br><br>• Balance sheets and last twelve-month revenues for certain of the investee companies<br><br><br><br>• Equity volatility (50-130%, 2023: 50-130%)<br><br><br><br>• Time to exit events<br><br><br><br>• Discount for lack of marketability (0-20%, 2023: 0-20%)	• Increases in revenue multiples increases fair value<br><br>• Increases in equity volatility can increase or decrease fair value depending on class of shares held in the investee company<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

F-46

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

23. 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 December 31, 2024 and December 31, 2023 and classified as Level 3:

		As at
		December 31, <br>2024				December 31, 2023
Balance, beginning of the period			11,436				11,915
Disposal			(200	)			(152	)
Unrealized exchange gain (loss)			662				(201	)
Realized loss on investment portfolio			(120	)			(508	)
Unrealized gain on investment portfolio			213				382
Balance, end of the period			11,991				11,436

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:
December 31, 2024		Adjusted market multiple (5% movement)			600				(600	)
December 31, 2023		Adjusted market multiple (5% movement)			572				(572	)

F-47

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

24. Nature and extent of risk arising from financial instruments

Risk management policy

In the normal course of business, the Company is exposed to financial risk that arises from a number of sources. Management’s involvement in operations helps identify risks and variations from expectations. As a part of the overall operation of the Company, Management takes steps to avoid undue concentrations of risk. The Company manages these risks as follows:

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counter‑party to a financial instrument fails to meet its contractual obligations and arises primarily from the Company’s loans receivable. The maximum amount of credit risk exposure is limited to accounts receivable, brokerage firm receivables and the gross carrying amount of the loans receivable disclosed in these consolidated 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.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due or will not receive sufficient funds from its third-party lenders to advance to the Company’s customers. The Company manages all liquidity risk through maintaining a sufficient working capital amount through daily monitoring of controls, cash balances and operating results. The Company’s principal sources of cash are funds from operations, which the Company believes will be sufficient to cover its normal operating and capital expenditures.

The Company’s accounts payable and accruals are substantially due within 12 months. The maturity schedule of the Company’s credit 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 11 and 12 for further details.

F-48

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

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

The following table summarizes our commitments as at December 31, 2024:

		2025				2026				2027				2028
Commitments - operational
Lease payments			1,137				1,009				588				—
Accounts payable			4,515				—				—				—
Accruals and other			17,435				—				—				—
Other purchase obligations			812				584				642				221
Interest – Credit facility (Note 11)			—				6,134				—				—
Interest – Debentures (Note 12)			3,012				683				—				—
			26,911				8,410				1,230				221
Commitments – principal repayments
Credit facility (Note 11)(2)			—				48,792				—				—
Debentures (Note 12) (1)(2)			2,113				33,144				—				—
			2,113				81,936				—				—
Total contractual obligations			29,024				90,346				1,230				221

(1) The debenture 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.

(2) The maturity date of these commitments were extended to 2029 subsequent to year-end.

Market risk

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

Given the concentration of our investments, a 10% change in the market value of WonderFi Technologies Inc. shares would have an impact of $2.6 million on the statement of comprehensive income (loss).

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 the Secured Overnight Financing Rate (“SOFR”). The credit facility does not have a SOFR floor. As at December 31, 2024, SOFR is 4.49% (December 31, 2023 – 5.38%). For the year ended December 31, 2024, a 100-basis point change in SOFR would increase or decrease credit facility interest expense by $315 (December 31, 2023 – $386). The debentures have fixed rates of interest and are not subject to variability in cash flows due to interest rate risk.

F-49

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

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

Currency risk

Currency risk is the risk that changes in foreign exchange rates may have an effect on future cash flows associated with financial instruments. The Company is primarily exposed to foreign currency risk on the following financial instruments denominated in U.S. dollars. As at December 31, 2024, a 5% increase or decrease in the U.S. dollar exchange rate would increase or decrease the unrealized exchange gain (loss) by $166 (December 31, 2023 – $123).

		As at
(000 )	December 31, <br>2024				December 31, <br>2023
Cash		39				38
Investment portfolio		5,838				5,813
Debentures		(3,574	)			(3,971	)

All values are in US Dollars.

Other price risk

Other market price risk is the risk that the fair value of the financial instrument will fluctuate as a result of changes in market prices (other than those arising from interest rate risks or currency risk), whether caused by factors specific to an individual investment or its issuers or factors affecting all instruments traded in the market. The investment portfolio comprises of non-listed closely held equity instruments which have minimal exposure to market prices. The valuation of the investment portfolio is conducted on a quarterly basis.

F-50

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

25. Equity

• 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 of August 14, 2023, Mogo completed a share consolidation of the Company's issued and outstanding common shares (the "Share Consolidation") at a consolidation ratio of 3-for-1. All references to common shares, warrants, derivative warrant liabilities, stock options, and RSUs have been retrospectively adjusted to reflect the Share Consolidation.

As at December 31, 2024 there were 24,472,377 (December 31, 2023 – 24,515,909) Common Shares and no preferred shares issued and outstanding.

For the year ended December 31, 2024, the Company repurchased 44,741 Common Shares for cancellation under the share repurchase program at an average price of CAD $2.67 per share, for a total repurchase cost of $104.

For the year ended December 31, 2023, the Company repurchased 474,353 Common Shares for cancellation under the share repurchase program at an average price of CAD $2.36 per share, for a total repurchase cost of $1,193.

• Treasury share reserve

The treasury share reserve comprises the cost of the shares held by the Company. As at December 31, 2024, the Company held 190,706 Common Shares in reserve (December 31, 2023 – 190,706).

F-51

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

25. Equity (Continued from previous page)

• Options

The Company has a stock option plan (the “Plan”) that provides for the granting of options to directors, officers, employees and consultants. The exercise price of an option is set at the time that such option is granted under the Plan. The maximum number of Common Shares reserved for issuance under the Plan is the greater of i) 15% of the number of Common Shares issued and outstanding, and ii) 1,266,667. 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 December 31, 2024, there are 15,000 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.

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, 2022			3,207				—				9.09				1,236				11.22
Options issued			1,362				1.80				2.41				—				—
Forfeited			(1,071	)			9.02				9.07				—				—
Balance, December 31, 2023			3,498				—				5.56				1,499				8.18
Options issued			270				1.67				2.15				—				—
Exercised			(2	)			8.83				2.12				—				—
Forfeited			(1,006	)			8.26				7.05				—				—
Balance, December 31, 2024			2,760				—				2.69				1,543				3.06

All values are in US Dollars.

The above noted options have expiry dates ranging from May 2025 to December 2032.

F-52

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

25. Equity (Continued from previous page)

• Options (Continued from previous page)

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:

		Year ended
		December 31, <br>2024		December 31, <br>2023
Risk-free interest rate		2.73 - 3.51%		3.02 - 4.30%
Expected life		5 years		5 years
Expected volatility in market price of shares		91 - 92%		90 - 91%
Expected dividend yield		0%		0%
Expected forfeiture rate		0% - 15%		0% - 15%

These options generally vest monthly over a four-year period after an initial one-year cliff.

Volatility of the above options if based on the Company's market share price over the last 5 years.

Total stock-based compensation costs related to options and RSUs for the year ended December 31, 2024 was $1,938 (December 31, 2023 – $2,457).

F-53

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

25. Equity (Continued from previous page)

(d) Warrants

		Warrants outstanding (000s)				Weighted average exercise price			Warrants exercisable (000s)				Weighted average exercise price
Balance, December 31, 2022			663				13.80				625				14.40
Warrants issued			89				2.79				—				—
Warrants expired			(394	)			6.09				(394	)			6.09
Balance, December 31, 2023			358				20.53				280				25.46
Warrants issued			500				2.15				—				—
Warrants exercised			—				—				—				—
Warrants expired			(89	)			51.15				(89	)			51.15
Balance, December 31, 2024			769				5.02				402				7.59

All values are in US Dollars.

The 768,630 warrants outstanding noted above have expiry dates ranging from June 2025 to August 2027 and do not include the stock warrants accounted for as a derivative financial liability.

The derivative financial liabilities are comprised of 1,018,519 USD stock warrants with an expiry date of June 2025 and a weighted average exercise price of $17.88. 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 consolidated statements of operations and comprehensive income (loss). The balance for the current period is nil (December 2023 - $34).

During the year ended December 31, 2021, the Company issued 190,961 warrants to purchase Common Shares with exercise prices ranging from USD $16.89 to USD $37.89 per warrant in connection with broker services rendered on offerings during the period. As at December 31, 2024, 101,852 of these warrants remain outstanding and exercisable.

On August 11, 2023, Mogo entered into an extended agreement with Postmedia Network Inc. (“Postmedia”) which is effective January 1, 2023. Under the extended agreement Mogo will receive discounted access to Postmedia’s network. As part of the extended agreement, the companies agreed to: (1) amend the exercise price of the 77,778 outstanding warrants of the Company held by Postmedia to $2.79 per share, each such warrant entitling Postmedia to acquire one Mogo share, and (2) extend the term of these warrants from January 25, 2023 to September 20, 2025. In addition, in 2023 Mogo issued an additional 89,000 warrants, each such new warrant entitling Postmedia to acquire one Mogo share at the same price as the amended warrants. On August 9, 2024 Mogo issued 500,000 warrants to Postmedia as part of the marketing collaboration agreement with an exercise price of $2.15 and an expiry date of August 9, 2027. Management determined that the fair value of the service received could not be estimated reliably and therefore measured their value based on the fair value of the equity instruments granted. The expense related to these warrants was determined using the Black Scholes model.

F-54

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

26. Related party transactions

Related party transactions during the year ended December 31, 2024, include transactions with debenture holders that incur interest. The related party debentures balance as at December 31, 2024, totaled $136 (December 31, 2023 – $290). The debentures bear annual coupon interest of 8.0% (December 31, 2023 – 8.0%) with interest expense for the year ended December 31, 2024, totaling $14 (December 31, 2022 – $24). The related parties involved in such transactions include Company 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 the Company's corporate and operational activities.

In the year ended December 31, 2024, the Company incurred $88 of sponsorship expenses (December 31, 2023 – $175) with a company owned by a director of Mogo.

Key management personnel

Key management personnel (“KMP”) are those persons having authority and responsibility for planning, directing, and controlling the activities of the entity, directly or indirectly. KMP consist of directors and executive officers of the Company.

During the year ended December 31, 2024, KMP were granted 110.000 stock options with a fair value of $179 at the grant date (December 31, 2023 – 832,999 stock options with a fair value of $1,481 at the grant date).

Aggregate compensation of KMP recorded as expenses in the consolidated statement of operations and comprehensive income (loss) during the year consisted of:

		Year ended
		December 31, <br>2024				December 31, <br>2023
Salary and short – term benefits			1,387				1,940
Stock-based compensation			874				1,278
Termination benefits			—				163
			2,261				3,381

F-55

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2024 and 2023

27. Cash flow changes from financing activities

Details of changes in financing activities for the year ended December 31, 2024 are as follows:

										Non-cash changes
		January 1,<br>2024				Cash<br>flows				Conversion/<br>Other				Foreign<br>exchange				Fair Value/ Amortization				December 31,<br>2024
Share capital			389,806				(104	)			15				—				—				389,717
Lease liability			2,709				(608	)			(560	)			—				—				1,541
Credit facility			49,405				(613	)			—				—				—				48,792
Debentures			36,783				(2,192	)			(84	)			419				361				35,287
Total			478,703				(3,517	)			(629	)			419				361				475,337

Details of changes in financing activities for the year ended December 31, 2023 are as follows:

										Non-cash changes
		January 1,<br>2023				Cash<br>flows				Conversion/<br>Other				Foreign<br>exchange				Fair Value/ Amortization				December 31,<br>2023
Share capital			391,243				(1,193	)			(244	)			—				—				389,806
Lease liability			3,280				(571	)			—				—				—				2,709
Credit facility			46,180				3,225				—				—				—				49,405
Debentures			38,266				(2,393	)			(84	)			18				976				36,783
Total			478,969				(932	)			(328	)			18				976				478,703

Details of changes in financing activities for the year ended December 31, 2022 are as follows:

										Non-cash changes
		January 1,<br>2022				Cash<br>flows				Conversion/<br>Other				Foreign<br>exchange				Fair Value/ Amortization				December 31,<br>2022
Share capital			392,628				(1,558	)			173				—				—				391,243
Lease liability			3,948				(668	)			—				—				—				3,280
Credit facility			44,983				1,197				—				—				—				46,180
Debentures			39,794				(2,050	)			—				429				93				38,266
Total			481,353				(3,079	)			173				429				93				478,969

28. Subsequent events

On February 26, 2025, the Company amended its credit facility to extend the maturity date by three years, until January 2, 2029. Additionally, the interest rate was reduced by 100 basis points to 7% + SOFR.

F-56

EX-99.2

		Management’s Discussion and Analysis

Exhibit 99.2

MOGO INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2024

DATED: MARCH 20, 2025

1 | Page

		Management’s Discussion and Analysis
Table of Contents
---	---	---	---
Caution Regarding Forward-looking Statements			4
Company Overview			5
Business Developments			5
Financial Highlights		7
Financial Outlook			9
Financial Performance Review			10
Non-IFRS Financial Measures			14
Results of Operations		17
Liquidity and Capital Resources			29
Risk Management			33
Critical Accounting Estimates			33
Changes in Accounting Policies			34
Controls and Procedures			34

2 | Page

		Management’s Discussion and Analysis

MANAGEMENT’S DISCUSSION AND ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) is current as of March 20, 2025, and presents an analysis of the financial condition of Mogo Inc. and its subsidiaries (collectively referred to as “Mogo” or the “Company”) as at and for the three months and year ended December 31, 2024 compared with the corresponding periods in the prior year. This MD&A should be read in conjunction with the Company’s audited annual consolidated financial statements and the related notes thereto for the year ended December 31, 2024. The financial information presented in this MD&A is derived from our audited annual consolidated financial statements prepared in accordance with 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 20-F can be found on SEDAR+ at www.sedarplus.com, with the Company’s filings with the United States Securities and Exchange Commission at www.sec.gov, and on the Company’s website at www.mogo.ca.

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 use non‑IFRS financial measures, including adjusted EBITDA, adjusted net income (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 2025 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.com and at www.sec.gov, which risk factors are incorporated herein by reference.

The forward-looking statements made in this MD&A relate only to events or information as of the date of this MD&A and are expressly qualified in their entirety by this cautionary statement. Except as required by law, we do not assume any obligation to update or revise any of these forward-looking statements to reflect events or circumstances after the date of this MD&A, including the occurrence of unanticipated events. 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

Mogo Inc. is a financial technology company with three distinct business lines: wealth, lending, and payments. Our mission is to provide consumers with innovative financial solutions that drive long-term financial health and success. We operate with a differentiated approach in each business, leveraging technology, behavioral science, and financial tools to create unique value propositions in our respective markets. Our wealth and lending businesses are focused on the Canadian market, where we are the only subprime consumer lender that also offers a holistic wealth and investing solution. This unique integration is designed to help consumers transition from borrowing and debt to long-term wealth building. Separately, our payments business is operated through Carta Worldwide, a wholly owned subsidiary that provides modern card issuing and processing solutions, primarily in Europe.

Mission

Mogo’s mission is to make it simple and engaging for Canadians to achieve financial freedom while also making the world a better place.

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

Business Developments

• In February 2025, Mogo amended its senior secured credit facility with funds managed by affiliates of Fortress Investment Group LLC. The amended facility extends the maturity date by three years, until January 2, 2029, and reduces the interest rate by 100 basis points from 8% plus SOFR, to 7% plus SOFR.
• Beginning with fiscal 2024, Mogo has introduced additional disclosure to break down its subscription and services revenue into three components:
• Wealth revenue
• Payments revenue
• Other subscription and services revenue.

Wealth revenue includes Mogo’s Intelligent Investing suite of products, including Moka and the Mogo trading app, while Payments revenue consists of the transactional processing revenue of Carta Worldwide. The introduction of this additional disclosure reflects the increasing scale of Mogo’s wealth and payments businesses, and management’s expectation that they will be key drivers of future revenue growth.

• Subsequent to year end, Mogo exited its institutional brokerage business, as part of management’s strategic focus on eliminating sub-scale revenue streams and prioritizing higher margin offerings. The institutional brokerage business contributed $1.6 million and $5.3 million of revenue for the three months and year ended December 31, 2024, respectively, with a negligible operating margin. These revenues are reported within other subscription and services revenue.

• Effective January 1, 2025, Mogo is subject to new legislation in Canada that reduces the maximum allowable interest rate to 35% APR, as previously communicated. Additionally, subsequent to year-end, the U.S. government announced new tariffs on imported goods which could have a negative impact on the Canadian economy and increase macroeconomic uncertainty. As a result of these factors, Mogo anticipates taking a more cautious approach to loan originations and expects a decrease in overall interest revenue in 2025. Refer to our revised financial outlook.

• Subsequent to year end, Mogo monetized $1.7 million of marketable securities and $0.7 million of its investment portfolio

  5 | Page

		Management’s Discussion and Analysis

• In Q4 2024, Mogo enhanced its wealth management offerings with several key product improvements, including the following:

• Introduced our new Intelligent Investing brand and website launch, which brings our Moka and MogoTrade products together under the same bundled offering.

• Integrated the FinChat Pro desktop solution into our Intelligent Investing membership, enabling subscribers to access comprehensive market and company research more efficiently to gain an informational and analytical edge in their investing.

• Leveraged artificial intelligence technology to elevate our customer support experience across the Company's wealth products.

• Introduced a youth-focused subscription tier for new members under the age of 24, providing access to our wealth building tools at a reduced rate to encourage early investment habits for the younger generation.

• In July 2024, Mogo announced an exclusive partnership with Thomas Lee and FS Insight LLC ("FSI"), a market-leading, independent research firm within Fundstrat Global Advisors, to provide members of the Company’s digital wealth platform, Mogo and Moka, with exclusive access to research and related products and services produced by FSI. Mogo and Moka users will have access to exclusive interviews and webinars produced by FSI as well as a broad array of subscription-based research.

• In June 2024, Mogo announced a new strategic partnership with Postmedia Network Inc. ("Postmedia"), Canada’s largest news media company, to create a go-to educational wealth content channel for Canadians. This new partnership will leverage Postmedia's reach of approximately 17.8 million Canadians each month. As part of this partnership Mogo issued 500,000 warrants to Postmedia.

• In March 2024, the Company announced the launch of Moka.ai, the next generation of its wealth-building app with significant updates and enhancements designed to help the next generation of Canadians get on a real path to becoming millionaires and achieving financial freedom.

• In February 2024, Mogo completed a strategic agreement to transition to Snowflake as the sole data warehouse for its wealth and lending platforms. This aligns with Mogo’s objective to deploy new Artificial Intelligence (AI) applications in wealth.

• On July 10, 2023, Mogo announced the closing of the previously announced business combination (the "WonderFi Transaction") between Coinsquare Ltd. (“Coinsquare”), CoinSmart Financial Inc., and WonderFi Technologies Inc. (TSX: WNDR) (“WonderFi”). Before the execution of the transaction, Mogo received 1.4 million shares of FRNT Financial Inc. and 0.1 million shares of Mogo from Coinsquare. Pursuant to the WonderFi Transaction, Mogo exchanged its 12.5 million shares in Coinsquare for 87.0 million shares of WonderFi. As at December 31, 2024, Mogo was the largest shareholder of WonderFi, the only fully regulated crypto exchange in Canada, with a 13% ownership interest.

• As of December 31, 2024, the Company has repurchased 1,119,094 common shares since June 2022, representing 4.6% of the Company’s current outstanding common shares under its share buyback program on NASDAQ and its normal course issuer bid on the Toronto Stock Exchange. The Company currently has 24.5 million common shares issued and outstanding.

• Mogo's digital payment solutions business, Carta Worldwide ("Carta"), processed $3.2 billion of payments volume in Q4 2024 which was up 14% compared to Q4 2023.

• In Q4 2024, the Company’s assets under management were $428 million, a 22% increase year-over-year.

  6 | Page

		Management’s Discussion and Analysis

Financial Highlights

• Q4 2024 revenue of $18.0 million, increased 5% over the prior year, reflecting the fourth consecutive quarter of year over year growth.

• Subscription and services revenue increased by 11%, driven by growth in wealth revenue to $2.9 million, representing a 19% or $0.5 million increase from $2.4 million in the same period last year. Additionally, the Company's payments revenue increased to $2.4 million representing a 27% or $0.5 million increase from $1.9 million in the same period last year.

• Positive net income of $10.4 million in Q4 2024 compared to a net income of $8.5 million in Q4 2023.

• Q4 2024 gross profit of $11.4 million (63.1% margin), a decrease of $0.1 million compared to $11.5 million (66.8% margin) in Q4 2023.

• Total operating expenses for Q4 2024 were $11.5 million, compared to $11.7 million for Q4 2023.

• Adjusted EBITDA(1) was $2.1 million in Q4 2024, compared with an adjusted EBITDA of $2.7 million in Q4 2023.

• Adjusted net loss(2) was $0.4 million in Q4 2024 compared to a loss of $0.2 million in Q4 2023.

• Cash flow from operating activities before investment in gross loans receivable(1) was $4.1 million in Q4 2024, compared to $4.7 million in Q4 2023.

• Cash flow provided by (used in) operating activities was an inflow of $0.5 million in Q4 2024, compared to cash used in operating activities of ($2.2) million in Q4 2023.

• Ended Q4 2024 with cash, marketable securities and investment portfolio of $49.1 million. This included combined cash and restricted cash of $11.0 million, marketable securities of $26.1 million and investment portfolio of $12.0 million.

• 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”.

• Adjusted net income (loss) was redefined in the period to exclude the impact of depreciation and amortization. Historical comparatives have also been restated as a result of the change in definition. See “Non-IFRS Financial Measures” for additional details.

  7 | Page

		Management’s Discussion and Analysis

Financial Outlook

The outlook that follows supersedes all prior financial outlook statements made by Mogo, constitutes forward-looking information within the meaning of applicable securities laws, and is based on a number of assumptions and subject to a number of risks. Actual results could vary materially as a result of numerous factors, including certain risk factors, many of which are beyond Mogo’s control. Please refer to page 4 for more information on forward-looking statements.

As part of our strategic decision to exit a low-margin institutional brokerage business, we are updating our 2025 guidance. Specifically, our subscription & services revenue, which we had previously expected to grow at a high-single-digit rate, will now decrease by approximately 5-8% on a reported basis. However, when adjusting for the exit of the brokerage business, we expect subscription & services revenue to grow at a mid-to-high single-digit rate.

Within this, we are especially focused on growing our high-margin wealth and payments businesses. Specifically, we anticipate accelerated growth in our wealth business, with revenue expected to increase by 20-25% in 2025, and our payments business is projected to grow in the mid- to-high teens percentages. This strategic shift allows us to focus on two high-growth areas, each within trillion-dollar total addressable markets, positioning us to build meaningful scale in these markets and maximize long-term value for shareholders.

Additionally, interest revenue from our lending business is expected to decrease by approximately 8-10% in 2025, driven by a more cautious approach to lending due to economic uncertainty, particularly the potential impact of US/Canadian tariff disputes. As a result, we expect Adjusted EBITDA1 to be in the range of $5 to $6 million in fiscal 2025, reflecting the impact of lower interest revenue and increased investments in technology and marketing to support strong growth in our key wealth and payments businesses. With this focus on investing in future growth, the Company is no longer focused on generating positive adjusted net income for the year.

• Adjusted EBITDA and adjusted net income (loss) are non-IFRS measures. Management has not reconciled these forward-looking non-IFRS measure to their most directly comparable IFRS measure, net loss before tax. This is because the Company cannot predict with reasonable certainty and without unreasonable efforts the ultimate outcome of certain IFRS components of such reconciliations due to market-related assumptions that are not within our control as well as certain legal or advisory costs, tax costs or other costs that may arise. For these reasons, management is unable to assess the probable significance of the unavailable information, which could materially impact the amount of the future directly comparable IFRS measures.

  9 | 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, net cash used in operating activities, 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
		December 31, <br>2024		December 31, <br>2023		Change %
Key Business Metrics
Mogo Members (000s)		2,194		2,110		4%
(000s, except percentages)
---	---	---	---	---	---	---	---	---	---	---	---
		Three months ended					Year ended
		December 31, 2024	December 31, 2023	Change %		December 31, 2024	December 31, 2023	Change %
IFRS Measures
Revenue	18,042	17,157	5%		71,206	65,221	9%
Subscription and services revenue	11,292	10,187	11%		43,108	38,785	11%
Wealth revenue	2,907	2,446	19%		10,670	9,203	16%
Payments revenue	2,360	1,855	27%		8,634	7,166	20%
Net income (loss)	10,395	8,511	22%		(13,680)	(17,887)	(24)%
Net cash provided by (used in) operating activities	540	(2,199)	(125)%		(1,271)	(9,167)	(86)%
Other Key Performance Indicators(1)
Adjusted EBITDA	2,083	2,743	(24)%		6,649	7,669	(13)%
Adjusted net loss	(449)	(215)	109%		(4,064)	(2,872)	42%
Cash provided by operations before investment in gross loans receivable	4,120	4,676	(12)%		14,539	9,488	53%

All values are in US Dollars.

• 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

Mogo members(1)

Our total member base grew to 2,194,000 members as at December 31, 2024, from 2,110,000 members as at December 31, 2023, representing an increase of approximately 4% or 84,000 net members. From Q3 2024, net members increased by 26,000 in Q4 2024. The growth in our member base reflects the continued adoption of our products by new members.

Revenue

Three months ended Q4 2024 vs Q4 2023

Total revenue increased to $18.0 million for the three months ended December 31, 2024 compared to $17.2 million in the same period last year. This represents year over year growth in the Company’s wealth and payments businesses. The increase is primarily due to higher revenue from subscription-related offerings and increased payments revenue.

Year ended 2024 vs 2023

Total revenue increased by 9% to $71.2 million for the year ended December 31, 2024 compared to $65.2 million in the prior year, this increase is attributable to the same reasons noted above as well as and higher average gross receivables driving increased interest revenue.

Subscription and services revenue

Three months ended Q4 2024 vs Q4 2023

Subscription and services revenue increased by 11% to $11.3 million for the three months ended December 31, 2024 compared to $10.2 million in the same period last year. This was driven by growth in wealth revenue to $2.9 million, representing a 19% or $0.5 million increase from $2.4 million in the same period last year. Additionally, the Company's payments revenue increased to $2.4 million representing a 27% or $0.5 million increase from $1.9 million in the same period last year.

Year ended 2024 vs 2023

Subscription and services revenue increased by 11% to $43.1 million for the year ended December 31, 2024 compared to $38.8 million in the prior last year, this increase is attributable to the same reasons noted above.

• 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

Net income (loss)

Three months ended Q4 2024 vs Q4 2023

Net income was $10.4 million for the three months ended December 31, 2024, which is an increase of $1.9 million compared to net income of $8.5 million in the same period last year. The increase is primarily due to the increase in revenue noted above, as well as a decrease in other non-operating expenses. Net income in the quarter reflects the impact of a $13.8 million gain on our marketable securities in Q4 2024 compared to $13.6 million in the same period last year.

Year ended 2024 vs 2023

Net loss was $13.7 million for the year ended December 31, 2024 compared to $17.9 million which is a decrease in net loss of $4.2 million. The net improvement was partially driven by increased revenue and gross profit in the current period. Additionally, there were higher losses in the prior year period related to impairment and non-operating expenses, net of revaluation gains, which contributed to the variance.

Net cash provided by (used in) operating activities

Three months ended Q4 2024 vs Q4 2023

Net cash provided by operating activities was $0.5 million for the three months ended December 31, 2024, which is an improvement of $2.7 million compared to net cash used in operating activities of ($2.2 million) in the same period last year. The change was primarily due to an increase in revenues, lower net issuance of loans receivable, and more efficient working capital management in the current period.

Year ended 2024 vs 2023

Net cash used in operating activities was $1.3 million for the year ended December 31, 2024 which is a decrease of $7.9 million compared to $9.2 million in prior last year. The decrease was primarily due to the reasons noted above.

Adjusted EBITDA(1)

Three months ended Q4 2024 vs Q4 2023

Adjusted EBITDA was $2.1 million for the three months ended December 31, 2024, which is a decrease of $0.6 million compared to $2.7 million in the same period last year. The Company saw a 5% increase in revenue compared to the prior year which was offset by greater upfront loan provisioning in the current quarter and slightly higher cash operating expenses.

Year ended 2024 vs 2023

Adjusted EBITDA was $6.6 million for the year ended December 31, 2024, which is a decrease compared to $7.7 million in the same period last year. Adjusted EBITDA for the year ended December 31, 2024 decreased primarily due to higher growth expenditures in the year.

• 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”.

  12 | Page

		Management’s Discussion and Analysis

Adjusted net loss(1)

Three months ended Q4 2024 vs Q4 2023

Adjusted net loss was $0.4 million for the three months ended December 31, 2024, compared to an adjusted net loss of $0.2 million in the same period last year. This increase is due primarily to the factors noted above in adjusted EBITDA, offset by overall lower interest expenses.

Year ended 2024 vs 2023

Adjusted net loss was $4.1 million for the year ended December 31, 2024,which is a $1.2 million increase compared to an adjusted net loss of $2.9 million in the prior year, this increase is due to higher credit facility expense and higher cost of revenue compared to the same period last year, offset by an increase in revenue.

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

Three months ended Q4 2024 vs Q4 2023

Cash provided by operating activities before investment in gross loans receivable was $4.1 million for the three months ended December 31, 2024, which is a $0.6 million decrease compared to $4.7 million in the same period last year. This change was primarily due changes in working capital in the current period related to the timing of vendor payments, offset by an increase in revenues.

Year ended 2024 vs 2023

Cash provided by operating activities before investment in gross loans receivable was $14.5 million for the year ended December 31, 2024, which is a $5.0 million improvement compared to $9.5 million in the prior year. This change was primarily due to an increase in revenues and more efficient working capital management in the current period.

• 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”.

  13 | Page

		Management’s Discussion and Analysis

Non-IFRS Financial Measures

This MD&A makes reference to certain non-IFRS financial measures. Adjusted EBITDA, adjusted net income (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, readers should be aware that in the future we will continue to incur expenses similar to those adjusted in these non-IFRS financial measures.

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 (gain) loss in investment accounted for using the equity method, revaluation (gain) loss, impairment of goodwill, 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)
		Three months ended			Year ended
		December 31, 2024	December 31, 2023	December 31, 2024	December 31, <br>2023
Net income (loss) before tax	10,311	8,432	(14,021)	$(18,287)
Depreciation and amortization	1,993	2,385	8,419	9,067
Stock-based compensation	214	580	1,938	2,478
Credit facility interest expense	1,588	1,595	6,702	6,064
Debenture and other financing expense	774	1,141	3,324	3,519
Accretion related to debentures	170	222	687	958
Share of loss in investment accounted for using the equity method	—	—	—	8,267
Revaluation gain	(13,819)	(13,600)	(1,322)	(9,628)
Other non-operating expense	852	1,988	922	5,231
Adjusted EBITDA	2,083	2,743	6,649	7,669

All values are in US Dollars.

14 | Page

		Management’s Discussion and Analysis

Adjusted net loss

Adjusted net loss is a non-IFRS financial measure that we calculate as net loss before tax excluding stock-based compensation, depreciation and amortization, share of (gain) loss in investment accounted for using equity method, revaluation loss, impairment of goodwill, and other non-operating expense. This measure differs from adjusted EBITDA in that adjusted net loss includes 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.

Adjusted net loss was redefined in the current period to exclude the impact of depreciation and amortization. Depreciation and amortization are non-cash expenses, and furthermore, a significant portion of depreciation and amortization expense relates to the amortization of historical acquired intangibles, for which consideration was paid in common shares. Management considers this view to be more relevant in understanding the current nature of the business and more accurately aligns with management’s continued focus on cash flow. Prior period comparatives have also been restated as a result of the change in definition.

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

(000s)
		Three months ended			Year ended
		December 31, 2024	December 31, 2023	December 31, 2024	December 31, <br>2023
Net income (loss) before tax	10,311	8,432	(14,021)	$(18,287)
Stock-based compensation	214	580	1,938	2,478
Depreciation and amortization	1,993	2,385	8,419	9,067
Share of loss in investment accounted for using the equity method	—	—	—	8,267
Revaluation gain	(13,819)	(13,600)	(1,322)	(9,628)
Other non-operating expense	852	1,988	922	5,231
Adjusted net loss	(449)	(215)	(4,064)	(2,872)

All values are in US Dollars.

15 | Page

		Management’s Discussion and Analysis

Cash provided by 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 periods indicated:

(000s)
		Three months ended			Year ended
		December 31, 2024	December 31, 2023	December 31, 2024	December 31, <br>2023
Net cash provided by (used in) operating activities	540	(2,199)	(1,271)	$(9,167)
Net issuance of loans receivable	(3,580)	(6,875)	(15,810)	(18,655)
Cash provided by operations before investment in gross loans receivable	4,120	4,676	14,539	9,488

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, 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, 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.

16 | Page

		Management’s Discussion and Analysis

Results of Operations

The following table sets forth a summary of our results of operations for the three months and year ended December 31, 2024 and 2023:

(000s, except per share amounts)
		Three months ended			Year ended
		December 31, 2024	December 31, 2023	December 31, 2024	December 31, <br>2023
Total revenue	18,042	17,157	71,206	$65,221
Cost of revenue	6,661	5,694	24,526	18,562
Gross profit	11,381	11,463	46,680	46,659
Technology and development	2,698	2,196	10,635	10,591
Marketing	838	1,101	4,061	3,340
Customer service and operations	2,523	2,376	10,878	10,602
General and administration	3,239	3,047	14,457	14,457
Stock-based compensation	214	580	1,938	2,478
Depreciation and amortization	1,993	2,385	8,419	9,067
Total operating expenses	11,505	11,685	50,388	50,535
Loss from operations	(124)	(222)	(3,708)	(3,876)
Credit facility interest expense	1,588	1,595	6,702	6,064
Debenture and other financing expense	774	1,141	3,324	3,519
Accretion related to debentures	170	222	687	958
Share of loss in investment accounted for using the equity method	—	—	—	8,267
Revaluation gain	(13,819)	(13,600)	(1,322)	(9,628)
Other non-operating expense	852	1,988	922	5,231
		(10,435)	(8,654)	10,313	14,411
Net income (loss) before tax	10,311	8,432	(14,021)	(18,287)
Income tax recovery	(84)	(79)	(341)	(400)
Net income (loss)	10,395	8,511	(13,680)	(17,887)
Other comprehensive income (loss):
Foreign currency translation reserve gain (loss)	16	(219)	(659)	(316)
Other comprehensive income (loss)	16	(219)	(659)	(316)
Total comprehensive income (loss)	10,411	8,292	(14,339)	(18,203)
Adjusted EBITDA(1)	2,083	2,743	6,649	7,669
Adjusted net loss(1)	(449)	(215)	(4,064)	(2,872)
Basic income (loss) per share	0.43	0.34	(0.56)	(0.72)
Diluted income (loss) per share	0.43	0.34	(0.56)	(0.72)

All values are in US Dollars.

• 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”.

  17 | Page

		Management’s Discussion and Analysis

Key Income Statement Components

Total revenue

The following tables summarize total revenue for the three months and year ended December 31, 2024 and 2023:

(000s, except percentages)
		Three months ended					Year ended
		December 31, 2024	December 31, 2023	Change %		December 31, 2024	December 31, 2023	Change %
Subscription and services revenue	11,292	10,187	11%		43,108	38,785	11%
Interest revenue	6,750	6,970	(3)%		28,098	26,436	6%
Total revenue	18,042	17,157	5%		71,206	65,221	9%

All values are in US Dollars.

(000s, except percentages)
		Three months ended					Year ended
		December 31, 2024	December 31, 2023	Change %		December 31, 2024	December 31, 2023	Change %
Subscription and services revenue
Wealth revenue	2,907	2,446	19%		10,670	9,203	16%
Payments revenue	2,360	1,855	27%		8,634	7,166	20%
Other subscription related revenue	6,025	5,886	2%		23,804	22,416	6%
Total subscription and services revenue	11,292	10,187	11%		43,108	38,785	11%
Interest revenue	6,750	6,970	(3)%		28,098	26,436	6%
Total revenue	18,042	17,157	5%		71,206	65,221	9%

All values are in US Dollars.

Subscription and services revenue – represents wealth, payments and other subscription related revenue. Wealth revenue includes fees related to Mogo's Intelligent Investing platform, including Moka and the Mogo trading app. Wealth also includes portfolio management fees from our asset management business. Payments revenue consists of the transaction processing fees and other charges related to Carta. Other subscription related revenue includes premium account fees, loan insurance revenue, referral fee revenue, partner lending fees, institutional brokerage revenue and other fees and charges.

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

Wealth revenue was $2.9 million for the three months ended December 31, 2024, which is a $0.5 million increase compared to $2.4 million in the same period last year. Wealth revenue was $10.7 million for the year ended December 31, 2024 which is a $1.5 million increase compared to $9.2 million in the prior year. These increases are driven by continuous enhancements to the new Intelligent Investing value proposition in the year and the resulting adjustments to our pricing model to reflect this.

Payments revenue was $2.4 million for the three months ended December 31, 2024, which is a $0.5 million increase compared to $1.9 million in the same period last year. Payments revenue was $8.6 million for the year ended December 31, 2024 which is a $1.5 million increase compared to $7.2 million in the prior year. These increases are primarily due to growth in transaction volume and changes in pricing.

Other subscription related products revenue remained relatively consistent at $6.0 million for the three months ended December 31, 2024, compared to $5.9 million in the same period last year.

Other subscription related products revenue was $23.8 million for the year ended December 31, 2024 which is a $1.4 million increase compared to $22.4 million in the prior year. This increase is primarily due to revenues from premium account fees, insurance and institutional brokerage revenue. Mogo discontinued its low margin institutional brokerage business subsequent to year end, which represented $1.6 million and $5.3 million of revenue for the three and twelve months ended December 31, 2024, respectively, and contributed a negligible operating margin.

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

18 | Page

		Management’s Discussion and Analysis

Cost of revenue

The following table summarizes the cost of revenue for the three months and year ended December 31, 2024 and 2023:

(000s, except percentages)
		Three months ended					Year ended
		December 31, 2024	December 31, 2023	Change %		December 31, 2024	December 31, 2023	Change %
Provision for loan losses, net of recoveries	4,971	3,862	29%		18,415	13,208	39%
Transaction costs	1,690	1,832	(8)%		6,111	5,354	14%
Cost of revenue	6,661	5,694	17%		24,526	18,562	32%
As a percentage of total revenue	37%	33%			34%	28%

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, including loan system transaction fees, transaction processing costs related to our payments business, and other transaction costs related to Moka and MogoTrade, but excluding marketing costs which are reported in a separate caption.

Cost of revenue was $6.7 million for the three months ended December 31, 2024, an increase of $1.0 million compared to the same period in the prior year. Cost of revenue was $24.5 million for the year ended December 31, 2024, an increase of $5.9 million compared to the prior year.

Provision for loan losses, net of recoveries, has increased for the three months and year ended December 31, 2024 compared to the same periods in the prior year. This increase is due primarily to a higher average balance of gross loans receivable, changes in overall loan origination mix, and below average default rates in the comparative periods.

Transaction costs have decreased for the three months ended December 31, 2024 compared to the same period in the prior year. This decrease is primarily due to the realization of cost efficiencies implemented in the current periods. Transaction costs have increased for the year ended December 31, 2024 compared to the prior year, primarily due to the increase in revenue in the current period.

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.

19 | Page

		Management’s Discussion and Analysis

Technology and development expenses

The following table provides the technology and development expenses for the three months and year ended December 31, 2024 and 2023:

(000s, except percentages)
		Three months ended					Year ended
		December 31, 2024	December 31, 2023	Change %		December 31, 2024	December 31, 2023	Change %
Technology and development	2,698	2,196	23%		10,635	10,591	0%
As a percentage of total revenue	15%	13%			15%	16%

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 $2.7 million for the three months ended December 31, 2024, which is a $0.5 million increase compared to $2.2 million in the same period last year. This increase is related to our previously announced investment in migrating our Carta payments platform, as well as portions of our Mogo platform to Oracle Cloud Infrastructure ("OCI"). Additionally, we continued to increase investments into our digital wealth platform.

Technology and development expenses were $10.6 million for the year ended December 31, 2024 which is consistent with the prior year.

Marketing expenses

The following table provides the marketing expenses for the three months and year ended December 31, 2024 and 2023:

(000s, except percentages)
		Three months ended					Year ended
		December 31, 2024	December 31, 2023	Change %		December 31, 2024	December 31, 2023	Change %
Marketing	838	1,101	(24)%		4,061	3,340	22%
As a percentage of total revenue	5%	6%			6%	5%

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 $0.8 million for the three months ended December 31, 2024, a decrease of $0.3 million compared to $1.1 million in the same period last year. The Company decreased its marketing spend on lending, which was partially offset by an increase in marketing spend on the wealth business.

Marketing expenses were $4.1 million for the year ended December 31, 2024, which is an increase of $0.8 million compared to $3.3 million in the prior year. The Company increased marketing spend in 2024 compared to 2023 to help drive growth in subscription and services revenue, in particular related to wealth revenue.

20 | Page

		Management’s Discussion and Analysis

Customer service and operations expenses

The following table provides the customer service and operations (“CS&O”) expenses for the three months and year ended December 31, 2024 and 2023:

(000s, except percentages)
		Three months ended					Year ended
		December 31, 2024	December 31, 2023	Change %		December 31, 2024	December 31, 2023	Change %
Customer service and operations	2,523	2,376	6%		10,878	10,602	3%
As a percentage of total revenue	14%	14%			15%	16%

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 increased for the three months and year ended December 31, 2024. The increase is primarily due to investments into supporting the customer experience and overall growth in users.

General and administration expenses

The following table provides the general and administration (“G&A”) expenses for the three months and year ended December 31, 2024 and 2023:

(000s, except percentages)
		Three months ended					Year ended
		December 31, 2024	December 31, 2023	Change %		December 31, 2024	December 31, 2023	Change %
General and administration	3,239	3,047	6%		14,457	14,457	0%
As a percentage of total revenue	18%	18%			20%	22%

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 were $3.2 million for the three months ended December 31, 2024, an increase of $0.2 million compared to $3.0 million in the same period last year, this increase is primarily due to general consulting costs.

G&A expenses were $14.5 million for the year ended December 31, 2024 which is consistent with the prior year.

21 | Page

		Management’s Discussion and Analysis

Stock-based compensation and depreciation and amortization

The following table summarizes the stock-based compensation and depreciation and amortization. Expenses for the three months and year ended December 31, 2024 and 2023 were as follows:

(000s, except percentages)
		Three months ended					Year ended
		December 31, 2024	December 31, 2023	Change %		December 31, 2024	December 31, 2023	Change %
Stock-based compensation	214	580	(63)%		1,938	2,478	(22)%
Depreciation and amortization	1,993	2,385	(16)%		8,419	9,067	(7)%
		2,207	2,965	(26)%		10,357	11,545	(10)%
As a percentage of total revenue	12%	17%			15%	18%

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 $0.2 million in the three months ended December 31, 2024 compared to $0.6 million in the same period last year. Stock-based compensation decreased to $1.9 million in the year ended December 31, 2024 compared to $2.5 million in the same period last year. The decrease in stock-based compensation is driven by the forfeitures of options as well as the granting of fewer options in the current year.

Depreciation and amortization decreased to $2.0 million in the three months ended December 31, 2024 compared to $2.4 million in the same period last year. Depreciation and amortization decreased to $8.4 million in the year ended December 31, 2024 compared to $9.1 million in the prior year. There was no significant additions to property plant and equipment compared to prior year. Additionally, investment in intangibles required by Mogo has decreased significantly to $3.2 million a year in each of 2024 and 2023, compared to $7.5 million in 2022. This has contributed to a gradual decline in amortization expense.

Credit facility interest expense

The following table provides a breakdown of credit facility interest expense for the three months and year ended December 31, 2024 and 2023:

(000s, except percentages)
		Three months ended					Year ended
		December 31, 2024	December 31, 2023	Change %		December 31, 2024	December 31, 2023	Change %
Credit facility interest expense	1,588	1,595	(0)%		6,702	6,064	11%
As a percentage of total revenue	9%	9%			9%	9%

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 was $1.6 million the three months ended December 31, 2024, which is consistent with the same period in the prior year.

Credit facility interest expense increased for the year ended December 31, 2024 compared to the prior year. The increase is primarily due to a higher average balance drawn on the credit facility in the current year.

22 | Page

		Management’s Discussion and Analysis

Other expenses (income)

The following table provides a breakdown of other expenses (income), excluding credit facility interest expense, by type for the three months and year ended December 31, 2024 and 2023:

(000s, except percentages)
		Three months ended					Year ended
		December 31, 2024	December 31, 2023	Change %		December 31, 2024	December 31, 2023	Change %
Debenture and other financing expense	774	1,141	(32)%		3,324	3,519	(6)%
Accretion related to debentures	170	222	(23)%		687	958	(28)%
Share of loss in investment accounted for using the equity method	—	—	n/a		—	8,267	(100)%
Revaluation gain	(13,819)	(13,600)	2%		(1,322)	(9,628)	(86)%
Other non-operating expense	852	1,988	(57)%		922	5,231	(82)%
Total other (income) expenses	(12,023)	(10,249)	17%		3,611	8,347	(57)%
As a percentage of total revenue	(67)%	(60)%			5%	13%

All values are in US Dollars.

Total other income was $12.0 million for the three months ended December 31, 2024, which is an increase of $1.8 million compared to $10.2 million for the same period last year. The increase was primarily driven by a decrease in other non-operating expenses in Q4 2024 related to restructuring which were not incurred into the current period ended December 31, 2024.

Total other expenses (income) were an expense of $3.6 million for the year ended December 31, 2024, which is a decrease of $4.7 million compared to an expense of $8.3 million for the prior year. The decrease in total other expenses was primarily driven by a prior year loss in our Coinsquare investment accounted for under the equity method of $8.3 million which did not recur in 2024. Other non-operating expenses decreased by $4.3 million compared to the prior year. Prior year expenses primarily consists of restructuring charges and impairment of assets related to the sublease of our Vancouver office. No such items were recognized in the current year.

Revaluation gain was $13.8 million for the three months ended December 31, 2024 compared to $13.6 million in the same period last year. Revaluation gain in both periods is due to the revaluation on the Company's marketable securities and investment portfolio. Revaluation gain was $1.3 million for the year ended December 31, 2024 compared to $9.6 million in the prior year. The variance is primarily attributable to a gain in investment portfolio and marketable securities of $0.7 million in the current year, compared to $9.6 million in the same period last year.

Other non-operating expense was $0.9 million for the three months ended December 31, 2024 compared to other non-operating expense of $2.0 million in the same period last year. Other non-operating expense decreased to $0.9 million for the year ended December 31, 2024 compared to $5.2 million in the prior year. As discussed above, prior year expenses primarily consists of restructuring charges which were not incurred into the current period ended December 31, 2024.

Debenture and other financing expense primarily consists of interest expense related to our debentures and interest expense related to our lease liabilities resulting from the adoption of IFRS 16. Debenture and other financing expense decreased for the three months and year ended December 31, 2024 largely due to a lower outstanding debenture balance.

23 | Page

		Management’s Discussion and Analysis

Other comprehensive (loss) income

The following table provides a breakdown of other comprehensive income by type for the three months and year ended December 31, 2024 and 2023:

(000s, except percentages)
		Three months ended						Year ended
		December 31, <br>2024		December 31, <br>2023		Change %		December 31, <br>2024		December 31, <br>2023		Change %
Foreign currency translation reserve gain (loss)	16		(219)		(107)%		(659)		(316)		109%
Other comprehensive income (loss)	16		(219)		(107)%		(659)		(316)		109%

All values are in US Dollars.

Total other comprehensive (loss) income consisting of foreign currency translation reserve (loss) gain was $0.02 million gain for the three months ended December 31, 2024 compared to other comprehensive loss of $0.2 million in the same period last year. These gains and losses are due to fluctuations in foreign currency exchange rates across the periods.

Total other comprehensive loss consisting of foreign currency translation reserve loss was $0.7 million for the year ended December 31, 2024 compared to other comprehensive loss of $0.3 million in the prior year. These gains and losses are due to fluctuations in foreign currency exchange rates across the periods.

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.

24 | Page

		Management’s Discussion and Analysis

Selected Quarterly Information

(000s, except per share amounts)
	2024							2023
	FourthQuarter	ThirdQuarter	SecondQuarter	FirstQuarter	FourthQuarter	ThirdQuarter	SecondQuarter	First<br>Quarter
Income Statement Highlights
Total revenue	18,042	17,685	17,553	17,925	17,157	16,180	16,008	$15,877
Loss from operations	(124)	(398)	(1,296)	(1,889)	(222)	(843)	(1,161)	(1,647)
Other income (expenses), including taxes	10,519	(7,714)	(11,055)	(1,721)	8,733	(8,661)	(8,847)	(5,237)
Net income (loss)	10,395	(8,112)	(12,351)	(3,610)	8,511	(9,504)	(10,008)	(6,884)
Net income (loss) per common share (basic)	0.43	(0.33)	(0.51)	(0.15)	0.34	(0.38)	(0.39)	(0.27)
Net income (loss) per common share (fully diluted)	0.43	(0.33)	(0.51)	(0.15)	0.34	(0.38)	(0.39)	(0.27)
Non-IFRS Financial Measures(1)
Adjusted EBITDA	2,083	2,147	1,372	1,048	2,743	2,066	1,844	1,019
Adjusted net loss	(449)	(540)	(1,483)	(1,592)	(215)	(215)	(714)	(1,485)
Cash provided by (used in) operations before investment in gross loans receivable	4,120	4,830	3,777	1,815	4,676	2,619	2,129	67

All values are in US Dollars.

• 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

Beginning in Q1 2023, revenues have generally trended upwards, representing a return to growth in the Company’s primary revenue streams of wealth, payments, and lending.

Loss from operations decreased quarter over quarter from Q1 2023 to Q4 2023, with significant decreases in operating expenses while managing impacts on revenue. Loss from operations increased in the first half of 2024 due to higher growth investment in our wealth and payments business segments. The Company also experiences seasonally higher expenses in Q1 compared to Q4 contributing to the increase in net loss. Loss from operations decreased further in Q3 and Q4 2024 as a result of increased revenues and efficiency improvements in the second half of 2024.

In 2023, changes in other expenses primarily related to losses on investments and restructuring charges. In Q4 2023, there was a significant increase in other income primarily due to a revaluation gain on our investment in WonderFi. In 2024, fluctuations in the revaluation of WonderFi contributed significantly to movements in other income (expenses).

Adjusted EBITDA improved steadily over 2023, as we placed a significant emphasis on operating efficiency and margin improvement. Adjusted EBITDA was lower in Q1 and Q2 2024, as we shifted our balance back towards driving revenue growth while maintaining positive Adjusted EBITDA. Adjusted EBITDA increased in the second half of 2024, primarily driven by higher revenues in each of our core business segments of wealth, payments, and lending, and better operating efficiencies resulting in lower operating expenses.

25 | Page

		Management’s Discussion and Analysis

Summary of Annual Results

(000s, except percentages and per share amounts)
		Year ended
		December 31, 2024	December 31, 2023	December 31, 2022	% change<br>2024 vs 2023		% change<br>2023vs 2022
Financial Statement Highlights
Total revenue	71,206	65,221	68,949	9%		(5)%
Net loss	(13,680)	(17,887)	(165,678)	(24)%		(89)%
Net loss per common share (basic and fully diluted)	(0.56)	(0.72)	(2.17)	(22)%		(67)%
Total assets	189,648	207,763	221,494	(9)%		(6)%
Total liabilities	108,431	114,039	110,608	(5)%		3%
Non-IFRS Financial Measures(1)
Adjusted EBITDA	6,649	7,669	(12,227)	(13)%		(163)%
Adjusted net loss	(4,064)	(2,872)	(21,341)	42%		(87)%
Cash provided by (used in) operations before investment in gross loans receivable	14,539	9,488	(10,617)	53%		(189)%

All values are in US Dollars.

• 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 Annual Trends

Total revenue increased from 2023 to 2024 which was driven by increases in the Company’s primary revenue streams of lending, wealth, and payments. From 2022 to 2023 we experienced a decrease in total revenue as a result of the elimination of sub-scale revenue streams to drive stronger profitability in the future.

Net loss continued to improve in 2024 due to the increase in revenue described above and higher 2023 losses on equity-accounted investments and other non-operating expenses. Net loss improved significantly in 2023 over 2022, driven largely by operating efficiency improvement initiatives, and the absence of certain impairments that occurred in 2022.

The decrease in total assets from 2023 to 2024 is primarily attributable to overall net losses in the business, as well as paying down the principal of outstanding debentures and credit facility. The decrease in total assets from 2022 to 2023 is primarily attributable to overall net losses in the business, which improved significantly compared to the prior year.

Total liabilities decreased from 2023 to 2024 primarily due to a decrease in the outstanding principal amount of the debentures and lease liabilities. Total liabilities increased slightly from 2022 to 2023 primarily due to increases in advances on the credit facility.

26 | Page

		Management’s Discussion and Analysis

Key Balance Sheet Components

The following table provides a summary of the key balance sheet components as at December 31, 2024 and December 31, 2023:

(000s)	As at
		December 31, 2024	December 31, <br>2023
Cash and cash equivalent	8,530	$16,133
Total assets	189,648	207,763
Total liabilities	108,431	114,039

All values are in US Dollars.

Total assets decreased by $18.2 million during the three months and year ended December 31, 2024. The decrease is primarily attributable to overall net losses in the business, as well as paying down the principal of outstanding debentures and credit facility.

Total liabilities decreased by $5.6 million during the three months and year ended December 31, 2024. The decrease is primarily due to a decrease in debentures and lease liabilities.

Loans receivable

The following table provides a breakdown of loans receivable as at December 31, 2024 and December 31, 2023:

(000s)	As at
		December 31, 2024	December 31, <br>2023
Gross loans receivable	72,696	$74,272
Allowance for loan losses	(14,076)	(12,555)
Net loans receivable	58,620	61,717

All values are in US Dollars.

The gross loans receivable portfolio was $72.7 million as at December 31, 2024, which is a decrease of $1.6 million compared to the balance as at December 31, 2023.

The following table provides a reconciliation of changes in our loan loss allowance for the year ended December 31, 2024 and the year ended December 31, 2023:

(000s)	As at
		December 31, 2024	December 31, <br>2023
Allowance for loan losses, beginning of period	12,555	$13,073
Provision for loan losses	18,414	13,778
Loans charged-off	(16,893)	(14,296)
Allowance for loan losses, end of period	14,076	12,555

All values are in US Dollars.

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 annual 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).

The allowance for loan losses as a percentage of gross loans receivable increased to 19.4% as at December 31, 2024 from 16.9% as at December 31, 2023. This was driven by certain, factors including changes in overall loan origination mix, and below average default rates in the comparative periods.

27 | Page

		Management’s Discussion and Analysis

The allowance methodology includes a factor in respect of potential future losses arising from macroeconomic indicators, which is a requirement under IFRS 9 to consider forward-looking indicators in 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 months and year ended December 31, 2024 include transactions with debenture holders that incur interest. The related party debentures balance as at December 31, 2024 totaled $0.1 million (December 31, 2023 – $0.3 million). The debentures bear annual coupon interest of 8.0% (December 31, 2023 – 8.0%) with interest expense for the three months and year ended December 31, 2024 totaling $3,000 and $14,000 respectively (December 31, 2023 – $6,000 and $24,000 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.

In the year ended December 31, 2024, the Company incurred $88,000 of sponsorship expenses (December 31, 2023 – $175,000) with a company owned by a director of Mogo.

Key management personnel (“KMP”) are those persons having authority and responsibility for planning, directing, and controlling the activities of the entity, directly or indirectly. Key management personnel consist of directors and executive officers.

Aggregate compensation of KMP recorded as expenses in the consolidated statement of operations and comprehensive income (loss) during the year consisted of:

(000s)	Year ended
		December 31, <br>2024				December 31, <br>2023
Salary and short – term benefits		1,387				1,940
Stock-based compensation		874				1,278
Termination benefits		—				163
			2,261				3,381

All values are in US Dollars.

28 | Page

		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 24 in the Company’s annual consolidated financial statements for the year ended December 31, 2024. The Company has assessed that it 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. The Company monitors its cash position and cash flow on a regular basis, and may monetize certain marketable securities and investments in the next 12 months to reinforce its cash position, should management consider it necessary.

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 of the Company, 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 and marketable securities which the Company is actively seeking to monetize. Following investments made after the business combination, the value of Mogo’s investments and marketable securities, including our investment in WonderFi, was $38.1 million as at December 31, 2024.

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 their impact on loan performance, and potential mergers, strategic investments and acquisitions activity. Management expects that they will be able to refinance any outstanding amounts owing 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.

On November 6, 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. This shelf prospectus 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 and marketable securities, 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 February 2025, we amended our credit facility. The amendment changed the effective interest rate from 8% plus SOFR, to 7% plus SOFR, and extends the maturity date from January 2026 to January 2029.

29 | Page

		Management’s Discussion and Analysis

Cash Flow Summary

The following table provides a summary of cash inflows and outflows by activity for the three months and year ended December 31, 2024 and 2023:

(000s)
		Three months ended			Year ended
		December 31, 2024	December 31, 2023	December 31, 2024	December 31, <br>2023
Cash provided by operating activities before changes in working capital (1)	4,415	3,470	15,110	$9,900
Other changes in working capital (1)	(295)	1,206	(571)	(412)
Cash provided by operating activities before changes in loans receivable	4,120	4,676	14,539	9,488
Cash invested in loans receivable	(3,580)	(6,875)	(15,810)	(18,655)
Cash provided by (used in) operating activities	540	(2,199)	(1,271)	(9,167)
Cash used in investing activities	(798)	(982)	(2,794)	(3,086)
Cash (used in) provided by financing activities	(974)	1,581	(3,517)	(861)
Effect of exchange rate fluctuations	(3)	18	(21)	(21)
Net decrease in cash for the period	(1,235)	(1,582)	(7,603)	(13,135)

All values are in US Dollars.

• 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 reduction in the net decrease in cash for three months and year ended December 31, 2024 against the comparative periods was primarily due to improvements in operating efficiency and increased revenue in the current periods.

Cash provided by (used in) operating activities

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

Cash provided by operating activities before investment in gross loans receivables was $4.1 million for the three months ended December 31, 2024, which is a $0.6 million decrease compared to $4.7 million in the same period last year. The decrease was primarily due to more favourable working capital timing in the prior period, offset by higher revenues in the current period.

Cash provided by operating activities before investment in gross loans receivables was $14.5 million for the year ended December 31, 2024, a $5.0 million improvement compared to $9.5 million in the prior year. The change was primarily due to an increase in revenue.

Cash invested in loans receivable was a $3.6 million outflow in the three months ended December 31, 2024 compared to a $6.9 million outflow 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 provided by operating activities was $0.5 million for the three months ended December 31, 2024, which is an improvement of $2.7 million compared to net cash used in operating activities of $2.2 million in the same period last year. The change was primarily due to an increase in revenue and lower net investment in loan receivables.

Cash used in operating activities was $1.3 million for the year ended December 31, 2024 which is an improvement of $7.9 million compared to $9.2 million in the prior year. The improvement was primarily due to the same reasons noted above.

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		Management’s Discussion and Analysis

Cash used in 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, monetization of our investment portfolio and marketable securities. 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 December 31, 2024 was $0.8 million compared to $1.0 million in the same period last year. The decrease in cash used in investing activities is primarily due decreased investment in intangible assets and a decrease in the purchases of property and equipment. Cash used in investing activities in the year ended December 31, 2024 was fairly consistent at $2.8 million compared to $3.1 million in the prior year. The slight decrease in cash used in investing activities is primarily due to net inflows from the sale of marketable securities and investment portfolio in the year.

Cash provided by (used in) financing activities

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

Cash used in financing activities in the three months ended December 31, 2024 was $1.0 million compared to cash provided by financing activities of $1.6 million for the same period last year. The decrease is due to $2.4 million of draws on the Company's credit facility in prior period compared to $0.3 million of repayments in the current period. Cash used in financing activities in the year ended December 31, 2024 was $3.5 million compared to $0.9 million for the prior year. The increase is due to $3.2 million of net draws on the Company's credit facility in prior period compared to $0.6 million of net repayments in the current period.

31 | Page

		Management’s Discussion and Analysis

Contractual Obligations

The following table shows contractual obligations as at December 31, 2024. As noted in the business highlights, the maturity date of the credit facility was extended to 2029 subsequent to year-end. The maturity date of the debentures was also extended to 2029 by virtue of their subordination to the credit facility. 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)	2025		2026		2027		2028
Commitments - operational
Lease payments	1,137		1,009		588		—
Trade payables	4,515		—		—		—
Accrued wages and other expenses	17,435		—		—		—
Other purchase obligations	812		584		642		221
Interest – credit facility	—		6,134		—		—
Interest – Debentures	3,012		683		—		—
		26,911		8,410		1,230		221
Commitments – principal repayments
Credit facility(3)	—		48,792		—		—
Debentures (1)(3)	2,113		33,144		—		—
		2,113		81,936		—		—
Total contractual obligations	29,024		90,346		1,230		221

All values are in US Dollars.

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 March 20, 2024, 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 March 20, 2025
Common shares		24,472
Stock options		2,754
Restricted share units		-
Common share purchase warrants (2)		1,788

• The debenture principal repayments are payable in either cash or common shares of Mogo 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 the credit facility.

• Common share purchase warrants include the 1,018,519 warrants accounted for as a derivative financial liability. These warrants expire in June 2025. Refer to Note 25 of the consolidated financial statements for the year ended December 31, 2024.

• The maturity date of these commitments were extended to 2029 subsequent to year-end.

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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 annual consolidated financial statements for the year ended December 31, 2024.

Other risks

As part of the Federal Budget released in March 2023, the Government of Canada announced its intention to amend section 347 of the Criminal Code and reduce the maximum allowable interest rate from 60% to 35% annual percentage rate ("APR"). On May 31, 2024, the governor general in counsel announced that the amendments to section 347 of the Criminal Code reducing the maximum criminal interest rate to 35 percent APR would be effective January 1, 2025. Agreements entered into before the coming into force date of January 1, 2025 are not impacted. The new reduced rate is only applicable to agreements entered into as of January 1, 2025. The Company has made the necessary adjustments to product offerings to comply with the new rate requirements.

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 and marketable securities. 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 and marketable securities. We may also make investments in existing or new businesses in order to build on or diversify our investment portfolio and marketable securities. 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, 2024 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 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, valuation of goodwill acquired in business combinations, and impairment testing of intangible assets and goodwill which are described further in the notes to the Company’s consolidated financial statements for the year ended December 31, 2024.

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		Management’s Discussion and Analysis

Changes in Accounting Policies including Initial Adoption

Material accounting policies

The accounting policies are described in the Company's annual consolidated financial statements for the year ended December 31, 2024.

New and amended standards and interpretations

In January 2020, the IASB issued Classification of liabilities as current or non-current (Amendments to IAS 1). The amendments are effective for reporting periods beginning on or after January 1, 2024. This standard, which was adopted as of January 1, 2024, did not have a material impact on the consolidated financial statements.

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 December 31, 2024, management assessed the design and operating effectiveness of the Company’s ICFR and concluded that such ICFR is appropriately designed and operating effectively. 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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