40-F

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

☐             Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

☒             Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended:	December 31, <br>2021	Commission File Number:	001-38409

Mogo Inc.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	7372	Not Applicable
(Province or Other Jurisdiction of	(Primary Standard Industrial Classification	(I.R.S. Employer
Incorporation or Organization)	Code Number)	Identification No.)

2100-401 West Georgia St.

Vancouver, British Columbia V6B 5A1

Canada

(604) 659-4380

(Address and telephone number of registrant’s principal executive offices)

C T Corporation System<br><br>111 Eighth Avenue, 13th Floor<br><br>New York, NY 10011<br><br>(212) <br>590-9070	Copies to:<br><br>Steven B. Stokdyk, Esq.<br><br>Latham & Watkins LLP<br><br>355 South Grand Avenue, Suite 100<br><br>Los Angeles, CA 90071

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol	Name of Each Exchange On Which Registered:
Common Shares	MOGO	NASDAQ Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: Not applicable

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Not applicable

For annual reports, indicate by check mark the information filed with this form:

☒  Annual Information Form	☒  Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2021, there were 76,390,043 common shares outstanding.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  ☒  Yes  ☐  No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the Registrant was required to submit such files). ☒  Yes  ☐  No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

Auditor Firm ID: 85	Auditor Name: KPMG LLP	Auditor Location: Vancouver, British Columbia, Canada

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DOCUMENTS INCORPORATED BY REFERENCE

The following documents of Mogo Inc. (the “Registrant” or the “Company”) are filed as exhibits to this Annual Report and are hereby incorporated by reference herein:

●	the Registrant’s Annual Information Form for the year ended December 31, 2021;
●	the Registrant’s Audited Consolidated Financial Statements as at and for the years ended December 31, 2021 and 2020, including the notes thereto, together with the report of the independent registered public accounting firm thereon; and
●	the Registrant’s Management’s Discussion and Analysis for the year ended December 31, 2021.

EXPLANATORY NOTE

The Company is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 40-F. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act and Rule 405 under the Securities Act of 1933, as amended. Accordingly, the Company’s equity securities are exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

The Company is permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare this Annual Report on Form 40-F in accordance with Canadian disclosure requirements, which are different from those of the United States.

The Company prepares its financial statements in accordance with International Financial Reporting Standards as issued by the International Financial Accounting Boards, and they may be subject to Canadian auditing and auditor independence standards. Accordingly, the financial statements of the Company incorporated by reference in this Annual Report may not be comparable to financial statements of United States companies.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

This Annual Report 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 “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 ability to navigate through the COVID-19 pandemic and the overall economic impact of same, the Company’s expectations regarding its revenue (including loan interest), expenses and operations, key performance indicators, provision for loan losses (net of recoveries) and delinquency ratios, the Company’s anticipated cash needs and its need for additional financing, funding costs, ability to extend or refinance any outstanding amounts under the Company’s credit facility, the Company’s ability to protect, maintain and enforce its intellectual property, third-party claims of infringement or violation of, or other conflicts with, intellectual property rights, the resolution of any legal matters, the Company’s plans for and timing of expansion of its product and services, the Company’s future growth plans, the Company’s ability to attract new members and develop and maintain existing customers, the Company’s ability to attract and retain personnel, the Company’s expectations with respect to advancement of its product offering, the Company’s competitive position and the regulatory environment in which the Company operates, anticipated trends and challenges in the Company’s business and the markets in which it operates, the Company’s historical investment approach, objectives and strategy, including its focus on specific sectors, the structuring of its investments and its plans to manage its investments, and the Company’s expectations regarding the performance of certain sectors in which it has invested.

Forward-looking statements 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. Given these risks, uncertainties and assumptions, any investors or 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 described in the Annual Information Form incorporated by reference in this Annual Report.

The forward-looking statements made in this Annual Report relate only to events or information as of the date of this Annual Report 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 Annual Report, including the occurrence of unanticipated events. An investor should read this Annual Report with the understanding that our actual future results may be materially different from what we expect.

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DISCLOSURE CONTROLS AND PROCEDURES

The required disclosure is included in Management’s Discussion and Analysis, which is incorporated herein by reference to Exhibit 99.2.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The required disclosure is included in Management’s Discussion and Analysis, which is incorporated herein by reference to Exhibit 99.2.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Not applicable .

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

During the period covered by this Annual Report, no changes occurred in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

NOTICES PURSUANT TO REGULATION BTR

There were no notices required by Rule 104 of Regulation BTR that the Company sent during the year ended December 31, 2021 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

The Registrant’s Board of Directors (the “Board”) has a separately designated standing audit committee (the “Audit Committee”) established for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company in accordance with Section 3(a)(58)(A) of the Exchange Act. As of the date of this Annual Report, the Company’s Audit Committee is comprised of Christopher Payne, Michael Wekerle and Wendy Rudd as members of the Audit Committee, each of whom the Board has determined is independent, as that term is defined in the listing standards of the NASDAQ Global Market (“Nasdaq”) and Rule 10A-3 of the Exchange Act.

The Board has determined that two of the Audit Committee’s members, Christopher Payne and Michael Wekerle qualify as an audit committee financial expert as defined in paragraph (8)(b) of General Instruction B of Form 40-F. A description of Mr. Christopher Payne and Mr. Michael Wekerle’s qualifications are included in the Annual Information Form, under the headings “Information on the Audit Committee” and “Directors and Officers – Biographies”, which is incorporated herein by reference to Exhibit 99.3.

CODE OF ETHICS

The Registrant has adopted a code of ethics that applies to all members of the Board, as well as its officers and employees. A copy of the code of ethics is posted on the Registrant’s Internet website at www.mogo.ca, and is available in print to any person without charge, upon written request to the Chief Legal Officer of the Registrant at the principal executive offices of the Registrant provided above. If there are any amendments to the code of ethics, the Registrant intends to provide a brief description of the amendment and a copy of the amendment via its website. No waivers of the code of ethics have been granted to any principal officer of the Registrant or any person performing similar functions during the year ended December 31, 2021.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The required disclosure is included in the Annual Information Form, under the heading “Audit Committee Oversight,” which is incorporated herein by reference to Exhibit 99.3.

OFF-BALANCE SHEET ARRANGEMENTS

The required disclosure is included under the heading “Off-Balance Sheet Arrangements & Contractual Obligations” in Management’s Discussion and Analysis, which is incorporated herein by reference to Exhibit 99.2.

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CONTRACTUAL OBLIGATIONS

The required disclosure is included under the heading “Off-Balance Sheet Arrangements & Contractual Obligations” in Management’s Discussion and Analysis, which is incorporated herein by reference to Exhibit 99.2.

NASDAQ CORPORATE GOVERNANCE

The Registrant’s common shares are listed on Nasdaq. Nasdaq Marketplace Rule 5615(a)(3) permits a foreign private issuer, such as the Registrant, to follow its home country practice in lieu of most of the requirements of the 5600 Series of the Nasdaq Marketplace Rules. For a discussion of the significant differences between our corporate governance practices and those required to be followed by U.S. domestic issuers under Nasdaq’s corporate governance requirements, please refer to our website at www.mogo.ca

.

MINE SAFETY DISCLOSURE

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

UNDERTAKING

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Company has previously filed with the Commission a written consent to service of process on Form F-X. Any change to the name or address of the Company’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Company.

EXHIBIT INDEX

The following documents are being filed with the Commission as exhibits to this Annual Report on Form 40-F.

Exhibit	Description
99.1	Mogo Inc. Consolidated Financial Statements for the years ended December 31, 2021 and 2020
99.2	Mogo Inc. Management’s Discussion and Analysis for the year ended December 31, 2021
99.3	Annual Information Form for Mogo Inc. for the year ended December 31, 2021
99.4	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.5	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.6	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.8	Consent of KPMG LLP

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.

	MOGO INC.
Date: March 23, 2022	By: /s/ Gregory Feller
	Name: Gregory Feller
	Title: President and Chief Financial Officer

EX-99.1

Exhibit 99.1

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Statement of Financial Position as at December 31, 2021 and 2020		F-4
Consolidated Statement of Operations and Comprehensive Loss for the years ended December 31, 2021 and 2020		F-5
Consolidated Statement of Changes in Equity (Deficit) for the years ended December 31, 2021 and 2020		F-6
Consolidated Statement of Cash Flows for the years ended December 31, 2021 and 2020		F-7
Notes to the Consolidated Financial Statements		F-<br>8

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KPMG LLP

Chartered Professional Accountants

PO Box 10426 777 Dunsmuir Street

Vancouver BC V7Y 1K3

Telephone (604) 691-3000

Fax (604) 691-3031

www.kpmg.ca

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 the accompanying consolidated statements of financial position of Mogo Inc. (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive loss, changes in equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

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. 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 audits, 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.

© 2021 KPMG LLP, an Ontario limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

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Mago Inc.<br> <br>Page 2

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.

Chartered Professional Accountants

We have served as the Company’s auditor since 2019.

Vancouver, Canada

March 23, 2022

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Mogo Inc.

Consolidated Statement of Financial Position

(Expressed in thousands of Canadian Dollars)

	Note	December 31,<br><br><br>2021			December 31,<br>2020
Assets
Cash and cash equivalent			69,208			12,119
Digital assets	7		1,718			—
Loans receivable	4		55,832			47,227
Prepaid expenses, and other receivables and assets	5		10,302			2,994
Investment portfolio	8, 26		18,088			18,445
Investment accounted for using the equity method	25		103,821			—
Property and equipment	9		1,186			892
Right-of-use<br> assets	12		3,430			3,879
Intangible assets	10		52,304			18,912
Derivative financial assets	25		7,866			—
Goodwill	24		70,112			—
Total assets			393,867			104,468
Liabilities
Accounts payable, accruals and other	11		20,783			7,843
Lease liabilities	1<br>2		3,948			4,336
Credit facilities	13		44,983			37,644
Debentures	14		39,794			40,658
Convertible debentures	15		—			8,751
Derivative financial liabilities	16		12,688			—
Deferred tax liability			1,894			—
Total liabilities			124,090			99,232
Shareholders’ Equity
Share capital	28a		392,628			106,730
Contributed surplus			24,486			13,560
Revaluation reserve	7		468			—
Foreign currency translation reserve			458			—
Deficit			(148,263	)		(115,054	)
Total shareholders’ equity			269,777			5,236
Total equity and liabilities			393,867			104,468

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-4

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Mogo Inc.

Consolidated Statement of Operations and Comprehensive Loss

(Expressed in thousands of Canadian Dollars)

			For the years ended
	Note		December 31,<br> <br>2021			December 31,<br> <br>2020
Revenue
Subscription and services				34,408			19,114
Interest revenue				23,111			25,131
		18		57,519			44,245
Cost of revenue
Provision for loan losses, net of recoveries		4		7,540			8,334
Transaction costs				3,940			414
				11,480			8,748
Gross profit				46,039			35,497
Operating expenses
Technology and development				10,667			5,134
Marketing				16,474			4,807
Customer service and operations				13,214			6,179
General and administration				17,642			8,453
Stock-based compensation				10,838			1,371
Depreciation and amortization		9,10,12		12,736			8,414
Total operating expenses		19		81,571			34,358
(Loss) income from operations				(35,532	)		1,139
Other expenses (income)
Credit facility interest expense		13		4,109			6,194
Debenture and other financing expense		6,14,15		3,841			6,170
Accretion related to debentures and convertible debentures		14,15		1,252			963
Share of loss in investment accounted for using the equity method		25		278			—
Revaluation (gains) losses		20		(15,671	)		2,426
Other <br>non-operating<br> expenses (income)		21		4,100			(1,169	)
				(2,091	)		14,584
Net loss before tax				(33,441	)		(13,445	)
Income tax <br>recovery		17		(232	)		—
Net loss				(33,209	)		(13,445	)
Other comprehensive income:
Items that will not be reclassified subsequently to profit or loss:
Unrealized revaluation gain on digital assets		7		468			-
Items that are or may be reclassified subsequently to profit or loss:
Foreign currency translation reserve gain				458			-
Other comprehensive income				926			-
Total comprehensive loss				(32,283	)		(13,445	)
Net loss per share		21
Basic loss per share				(0.53	)		(0.47	)
Diluted loss per share				(0.53	)		(0.47	)
Weighted average number of basic common shares (in 000s)				63,005			28,873
Weighted average number of fully diluted common shares (in 000s)				63,005			28,873

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

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Mogo Inc.

Consolidated Statement of Changes in Equity (Deficit)

(Expressed in thousands of Canadian Dollars)

	Number of<br><br><br>shares (000s)			Share<br><br><br>capital			Contributed<br><br><br>surplus			Foreign<br>currency<br>translation<br>reserve		Revaluation<br>reserve		Deficit			Total
Balance, December 31, 2020		32,731		$	106,730		$	13,560		$	—	$	—	$	(115,054	)	$	5,236
Net loss		—			—			—			—		—		(33,209	)		(33,209	)
Treasury shares reserve (Note 28b)		(321	)		(2,364	)		—			—		—		—			(2,364	)
Foreign currency translation reserve		—			—			—			458		—		—			458
Revaluation reserve (Note 7)		—			—			—			—		468		—			468
Stock-based compensation (Note 28c)		—			—			10,838			—		—		—			10,838
Options and restricted share units (“<br>RSUs<br>”) exercised		841			2,674			(1,140	)		—		—		—			1,534
Shares issued – ATM arrangement, net		1,525			16,804			—			—		—		—			16,804
Shares issued – Registered direct offerings		11,458			71,475			777			—		—		—			72,252
Shares issued on acquisition of Carta (Note 24)		10,000			54,800			—			—		—		—			54,800
Shares issued on acquisition of Moka (Note 24)		4,634			47,207			—			—		—		—			47,207
Shares issued - replacement awards (Note 24)		366			—			—			—		—		—			—
Shares issued on acquisition of Fortification (Note 24)		75			396			—			—		—		—			396
Shares issued for purchase of investment accounted for using the equity method (Note 25)		8,267			77,780			—			—		—		—			77,780
Shares issued – convertible debentures (Note 15)		3,179			8,783			—			—		—		—			8,783
Equity settled share based payment		18			164			—			—		—		—			164
Warrants issued for broker services (Note 28e)		—			—			1,410			—		—		—			1,410
Warrants exercised (Note 28e)		3,618			8,179			(1,804	)		—		—		—			6,375
Amortization of warrants (Note 28e)		—			—			845			—		—		—			845
Balance, December 31, 2021		76,391			392,628			24,486			458		468		(148,263	)		269,777
	Number of<br><br><br>shares (000s)		Share<br><br><br>capital		Contributed<br><br><br>surplus			Deficit			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---
Balance, December 31, 2019		27,558	$	94,500	$	8,861		$	(101,609	)	$	1,752
Net loss		—		—		—			(13,445	)		(13,445	)
Stock-based compensation (Note 28c)		—		—		1,371			—			1,371
Options and restricted share units (“<br>RSUs<br>”) exercised		335		1,112		(556	)		—			556
Shares issued – debentures		776		1,410		—			—			1,410
Equity portion – convertible debentures (Note 15)		—		—		617			—			617
Shares issued – convertible debentures (Note 15)		2,155		4,983		—			—			4,983
Shares issued – Partial settlement of credit facility prepayment		307		1,000		—			—			1,000
Shares issued to settle debt		610		939		—			—			939
Warrants issued (Note 28e)		—		—		3,508			—			3,508
Conversion of warrants (Note 28e)		990		2,786		(775	)		—			2,011
Amortization of warrants (Note 28e)		—		—		534			—			534
Balance, December 31, 2020		32,731		106,730		13,560			(115,054	)		5,236

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

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Mogo Inc.

Consolidated Statement of Cash Flows

(Expressed in thousands of Canadian Dollars)

			Year ended
	Note		December 31,<br><br><br>2021			December 31,<br>2020
Cash provided by (used in) the following activities:
Operating activities
Net loss				(33,209	)		(13,445	)
Items not affecting cash:
Depreciation and amortization				12,736			8,414
Postmedia warrant expenses		28e		845			670
Provision for loan losses		4		8,476			9,451
Credit facility and debenture interest expense				7,950			12,364
Accretion related to debentures and convertible debentures				1,252			963
Share of loss from investment in associate		25		278			—
Stock-based compensation expense		28c		10,838			1,371
Revaluation (gains) losses		20		(15,671	)		2,426
Other <br>non-operating<br>expenses<br> (income)				1,954			(606	)
Income tax recovery on deferred tax liability				(285	)		—
				(4,836	)		21,608
Changes in:
Net issuance of loans receivable				(17,081	)		2,080
Proceeds from sale of loan book				—			31,572
Prepaid expenses, deposits and other assets		5		(2,537	)		513
Accounts payable and accruals		11		2,784			(3,328	)
Cash (used in) generated from operating activities				(21,670	)		52,445
Interest paid				(7,974	)		(8,640	)
Net cash (used in) generated from operating activities				(29,644	)		43,805
Investing activities
Acquisition of a subsidiary, net of cash acquired				839			—
Proceeds from sale of investment				4,878			—
Cash invested in investment portfolio				(3,698	)		(150	)
Cash invested in investment accounted for using the equity method		25		(32,396	)		—
Purchases of property and equipment				(464	)		(23	)
Investment in digital assets		7		(1,250	)		—
Investment in intangible assets				(7,503	)		(4,796	)
Net cash used in investing activities				(39,594	)		(4,969	)
Financing activities
Lease liabilities – principal payments		12		(660	)		(444	)
R<br>epayments on debentures				(2,053	)		(399	)
A<br>dvance (repayments) on credit facilities				7,339			(38,859	)
Proceeds from issuance of common shares, net of transaction costs				113,329			—
Proceeds from exercise of warrants				6,375			2,011
Proceeds from exercise of options				1,534			557
Net cash provided by (used in) financing activities				125,864			(37,134	)
Net increase in cash				56,626			1,702
Effect of exchange rate fluctuations				463			—
Cash and cash equivalent, beginning of period				12,119			10,417
Cash and cash equivalent, end of period				69,208			12,119

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

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

1.	Nature of operations

Mogo Inc. (“ Mogo ” or the “ Company ”) was continued under the Business Corporations Act (British Columbia) on June 21, 2019 , in connection with the combination with Mogo Finance Technology Inc. The address of the Company’s registered office is Suite 1700, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8. The Company’s common shares (the “Common Shares”) are listed on the Toronto Stock Exchange (“ TSX ”) and the Nasdaq Capital Market under the symbol “MOGO”.

Mogo Inc., one of Canada’s leading financial technology companies, is empowering its

1.9

million members with simple digital solutions to help them get in control of their financial health while also making a positive impact with their money. Through the free Mogo app, consumers can access a digital spending account with the Mogo Visa* Platinum Prepaid Card featuring automatic carbon offsetting, easily buy and sell bitcoin, get free monthly credit-score monitoring and ID fraud protection and access personal loans, and mortgages. Mogo’s new MogoTrade app offers commission-free stock trading that helps users make a positive impact with every investment and together with Moka, Mogo’s wholly owned subsidiary bringing automated, fully-managed flat-fee investing to Canadians, forms the heart of Mogo’s digital wealth platform. Mogo’s wholly owned subsidiary, Carta Worldwide, offers a digital payments platform that powers the next-generation card programs from innovative fintech companies in Europe, North America and APAC. To learn more, please visit mogo.ca or download the mobile app (iOS or Android).

COVID-19 Pandemic

During the year ended December 31, 2021, the Canadian economy continued experiencing significant disruption and market volatility related to the global COVID-19 pandemic. The overall impact of the pandemic continues to be uncertain and dependent on actions taken by the Canadian government, businesses, and individuals to limit spread of the COVID-19 virus, as well as governmental economic response and support efforts.

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

The overall economic impacts of COVID-19 could include an impact on our ability to obtain debt and equity financing or potential future decreases in revenue or the profitability of our ongoing operations. This is an evolving situation, and the Company will continue to evaluate and adapt on an ongoing basis. Measures undertaken to contain the spread of the virus, such as vaccination campaigns, have succeeded in curbing outbreaks of the virus. These measures combined with less restrictive public health measures have provided an improving macroeconomic environment. However, the pandemic, fueled by more contagious variants, continues to pose a risk to the recovery. The extent of the impact that this pandemic may have on the Canadian economy and the Company’s business is currently uncertain and difficult to predict.

The Company make estimates and assumptions in preparing the consolidated financial statements. These estimates and assumptions have been made taking into consideration the economic impact of the COVID-19 pandemic and the significant economic volatility and uncertainty it has created. There is a higher level of uncertainty with respect to management’s judgments and estimates at this time, particularly as it relates to the measurement of allowance for loan losses and fair valuation of our investment portfolio. The Company will continue to revisit our judgements and estimates where appropriate in future reporting periods as economic conditions surrounding the COVID-19 pandemic continue to evolve. Actual results could differ materially from these estimates, in which case the impact would be recognized in the consolidated financial statements in future periods.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

2.	Basis of presentation<br><br>(Continued from previous page)

Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“ IFRS ”) as issued by the International Accounting Standards Board (“ IASB ”). The policies applied in these consolidated financial statements were based on IFRS issued and applicable at December 31, 2021.

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

These consolidated financial statements were authorized for issue by the Board of Directors (the “Board”) on March 23, 2022.

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 formed a judgment that the Company has adequate resources to continue as a going concern for the foreseeable future, which Management has defined as being at least the next 12 months. In arriving at this judgment, Management has considered the following: (i) cash flow projections of the Company, which incorporates a rolling forecast and detailed cash flow modeling through the next 12 months from the date of these consolidated financial statements, and (ii) the base of investors and debt lenders historically available to the Company. The expected cash flows have been modeled based on anticipated revenue and profit streams with debt programmed into the model. Refer to Notes 11, 13, 14 and 27 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.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

2.	Basis of presentation<br><br>(Continued from previous page)

Basis of consolidation

The Company has consolidated the assets, liabilities, revenues and expenses of all its subsidiaries and its structured entity. The consolidated financial statements include the accounts of the Company, and its direct and indirect wholly-owned subsidiaries, Mogo Finance Technology Inc., Mogo Financial (Alberta) Inc., Mogo Financial (B.C.) Inc., Mogo Financial Inc., Mogo Financial (Ontario) Inc., Mogo Mortgage Technology Inc., Hornby Loan Brokers (Ottawa) Inc., Hornby Leasing Inc., Mogo Technology Inc. (a US subsidiary), Mogo Blockchain Technology Inc., Mogo Wealth Technology Inc., Thurlow Management Inc., Thurlow Capital (Alberta) Inc., Thurlow Capital (B.C.) Inc., Thurlow Capital (Manitoba) Inc., Thurlow Capital (Ontario) Inc., Thurlow Capital (Ottawa) 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 Payments UAB (a Lithuania subsidiary), Moka Financial Technologies Europe (a France subsidiary), Tactex Asset Management Inc., Tactex Advisors Inc. (a US subsidiary), NumberJacks Services Inc., and MogoTrade Inc. (formerly known as Fortification) and its special purpose entity, Mogo Finance Trust (the “Trust”). The financial statements of the subsidiaries and the Trust are prepared for the same reporting period as the Company, using consistent accounting policies.

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.
---	---

Special purpose entities (“ SPEs ”) are entities that are created to accomplish a narrow and well-defined objective such as the execution of a specific borrowing or lending transaction. An SPE is consolidated, if based on an evaluation of the substance of its relationship with the Company, and the SPE’s risks and rewards, the Company concludes that it controls the SPE. Mogo’s activities with respect to the Trust has resulted in the Company consolidating the Trust within these consolidated financial statements.

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

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

3.	Significant accounting policies
(a)	Revenue recognition
---	---

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

Subscription and services revenue

Subscription and services revenue is comprised of service revenue, trading revenue, transaction processing revenue, management fee revenue, commission 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.

Service revenue

The Company earns service revenue through its subscription-based offerings including saving and investing products, identity fraud protection, loan protection services, and premium account services. The Company’s service revenues are derived from contracts with individual users. The Company recognizes service revenue from the performance obligations on a straight-line basis, over the length of the contract, on a monthly basis. The Company also earns service revenue through MogoCrypto transaction fees, and MogoCard interchange revenue and other fees that are mainly driven by transactional volume and are recognized when the transaction occurs.

Transaction processing revenue

–

new accounting policy applied as at January 25, 2021

The Company’s transaction processing revenue is derived from long-term processing contracts with financial and non-financial institutions. Transaction processing revenue is generated primarily from [i] fees charged to set up a customer on the Company’s processing platform; and [ii] 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 for its customers.

Transaction processing revenue typically includes a performance obligation to provide processing services to its customers. The Company has determined that transaction processing 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 transaction processing revenue arrangements represent an individual performance obligation.

The Company recognizes set-up fees over the contract period, on a straight-line basis, commencing when services to set up a customer have been completed. The Company recognizes transaction processing 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.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

3.	Significant accounting policies<br><br>(Continued from previous page)
(a)	Revenue recognition<br><br>(Continued from previous page)
---	---

Management fee revenue

–

new accounting policy applied as at May 4, 2021

Revenue from management services consists of management fees earned through investment advisory services and from investment fund management.

The Company recognizes management fee revenue as the management services are delivered.

Commission revenue

Commission revenue is comprised of MogoMortgage brokerage commissions and Exempt Market Dealer commission revenue. The Company earns a commission based on the rate set out within the agreement and is recognized upon completion of the services outlined in the agreement.

Brokerage revenue

–

new accounting policy applied as at September 1, 2021

Brokerage revenue arising from negotiating or participating in the negotiation of a transaction 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 that are related to execution are recognized when the related criteria are met.

Interest revenue

Interest revenue represents interest on our long-term loan products. Our long-term loans fall into two categories: line of credit accounts and installment loans. For line of credit accounts, interest is recognized on an effective interest basis during the period, and fees are recognized when assessed to the customer. For installment loans, revenue is recognized on an effective interest basis over the term of the loan and fees are recognized when assessed to the customer. On February 28, 2020, Mogo completed the sale of the majority of its instalment loan portfolio. Refer Note 4 for more details.

(b)	Cost of revenue

Cost of revenue consists of provision for loan losses and transaction costs. Transaction costs are 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, loan system transaction fees, and certain fees related to the MogoCard and MogoProtect programs.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

3.	Significant accounting policies<br><br>(Continued from previous page)
(c)	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 statement of operations and comprehensive loss.

Classification and measurement of financial assets and financial liabilities

At initial recognition, the Company measures a financial asset at its fair value plus, and in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. 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.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

3.	Significant accounting policies<br><br>(Continued from previous page)
(c)	Financial instruments<br><br>(Continued from previous page)
---	---

The Company’s financial instruments measured at amortized cost include cash and cash equivalent, loans receivable, other receivables, accounts payable and accruals, lease liabilities, credit facilities, debentures, and convertible debentures.

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 weighted average 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, and accordingly, does not consider a modification 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, 2021, 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.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

3.	Significant accounting policies<br><br>(Continued from previous page)
(c)	Financial instruments<br><br>(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 bank rates and unemployment 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.

(d)	Property and equipment

All property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. When parts of an item of property and equipment have different useful lives, they are accounted for as separate items of property and equipment.

All assets having limited useful lives are depreciated using the declining balance method at rates intended to depreciate the cost of assets over their estimated useful lives except leasehold improvements, which are depreciated straight line over the term of lease.

The depreciation rate for each class of asset during the current and comparative period are as follows:

	Rate
Computer equipment		30	%
Furniture and fixtures		20	%
Leasehold improvements		Term of lease

The useful lives of items of property and equipment are reviewed periodically, and the useful life is altered if estimates have changed significantly.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

3.	Significant accounting policies<br><br>(Continued from previous page)
(e)	Intangible assets
---	---

Intangible assets, with the exception of digital 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	5 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)	Goodwill<br>– new accounting policy applied as at January 25, 2021

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.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

3.	Significant accounting policies<br><br>(Continued from previous page)
(g)	Impairment of <br>non-financial<br> 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 is determined to be two CGUs as follows:

☐	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 statement of operations and comprehensive 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 statement of operations and comprehensive loss.

(h)	Digital assets<br>– new accounting policy applied as at January 1, 2021

Digital assets represent investments in cryptocurrencies held by the Company that are classified as indefinite life intangible assets. The Company has ownership and control over its digital assets and uses third-party custodial services to secure them. The Company has concluded that digital assets are traded in an active market where there are observable prices and digital assets are measured under the revaluation model at fair value at the revaluation date less any accumulated impairment loss.

Acquisitions of digital assets are recognized at cost and are remeasured to fair value at the end of the period by reference to active markets. The Company determines the fair value of our digital assets in accordance with IFRS 13 Fair Value Measurement (“ IFRS 13 ”) using quoted prices on the active exchanges for digital assets (Level 1 inputs). Digital assets are remeasured to fair value on this basis at each reporting date. In addition, the Company perform an analysis each quarter to identify whether events or changes in circumstances in addition to market price, provide indicators of impairment. A decrease in value due to impairment identified in this manner is accounted for as a fair value decrease as described below.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

3.	Significant accounting policies<br><br>(Continued from previous page)
(h)	Digital assets<br> – new accounting policy applied as at January 1, 2021 <br>(Continued from previous page)
---	---

Fair value increases are recognized in other comprehensive income and recorded to a revaluation reserve, except to the extent that the increase reverses a previous revaluation decrease on the same asset recognized in net loss, in which case a gain up to the amount of the loss previously charged to net loss is recognized in net profit. Fair value decreases are recognized in other comprehensive loss to the degree that these reduce any accumulated revaluation reserve, with any decrease in excess of the revaluation reserve recognized in net loss.

(i)	Foreign currency translation<br> – new accounting policy applied as at January 25, 2021

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 by the subsidiaries at their respective functional rates prevailing at the date of the transaction. Monetary items are translated into Canadian dollars at the exchange rate in effect as at the date of the consolidated statement of 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 at the exchange rate in effect at the time of the transaction. Foreign exchange gains or losses are recorded in the consolidated statement of operations and comprehensive loss. The functional currency of each subsidiary that is not in Canadian dollars is as follows: Carta Financial Services Ltd. (GBP), Carta Solutions Processing Services Cyprus Ltd. (EUR), Carta Solutions Processing Services Corp. (MAD), Carta Solutions Singapore PTE. Ltd. (SGD), Carta Americas Inc. (USD), Moka Financial Technologies Europe (EUR), Tactex Asset Management Inc. (EUR), and Tactex Advisors Inc. (USD).

(j)	Foreign operations<br> – new accounting policy applied as at January 25, 2021

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 other comprehensive income.

(k)	Provisions

Provisions are recognized when the Company has a present legal or constructive obligation that is the result of a past event, when it is probable that the Company will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risk specific to the obligation.

(l)	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.

(m)	Investment tax credits<br>– new accounting policy applied as at May 4, 2021

The benefits of investment tax credits for scientific research and development expenditures are recognized in the year the qualifying expenditure is made, providing there is reasonable assurance of recovery.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

3.	Significant accounting policies<br><br>(Continued from previous page)
(n)	Sales tax
---	---

Revenue, expenses and assets are recognized net of the amount of sales tax except where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item as applicable. The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of amounts receivable or accounts payable and accrued liabilities in the consolidated statement of financial position.

(o)	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 (“ RSU ”) 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.

(p)	Earnings per share

The computation of earnings per share is based on the weighted average number of shares outstanding during the period. 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 additional shares assuming the exercise of share options or warrants, or conversion of convertible debentures, if dilutive.

(q)	Business combinations

The Company uses the acquisition method of accounting for its business combinations. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any gain on purchase is recognized in profit or loss immediately. Transaction cost are expenses as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationship. Such amounts are generally recognized in the consolidated statement of operations and comprehensive loss.

If share-based payment awards (“ replacement awards ”) are required to be exchanged for awards held by acquiree’s employees, then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. This determination is based on the market-based measure of the replacement awards compared with the market-based measure of the acquiree’s awards and the extent to which the replacement awards related to pre-acquisition services.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

3.	Significant accounting policies<br><br>(Continued from previous page)
(r)	Investment in associate<br>– New accounting policy applied as at April 16, 2021
---	---

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. The considerations made in determining significant influence are similar to those necessary to determine control over subsidiaries.

The Company’s investment in its associate is 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 statement of operations and comprehensive 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 statement of operations and comprehensive 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 statement of operations and comprehensive loss.

(s)	Cash and cash equivalent

Cash and cash equivalent in the consolidated statement of financial position and cash flows is comprised of cash held at banks, 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.

Cash and cash equivalents include $1,446 of deposits held by the Company that are subject to regulatory restrictions and therefore are not available for general

use.

(t)	Leases

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.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

3.	Significant accounting policies<br><br>(Continued from previous page)
(t)	Leases<br><br>(Continued from previous page)
---	---

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.

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.

(u)	Government assistance

Government assistance is recognized when there is reasonable assurance that it will be received and all related conditions will be complied with. When government assistance relates to an expense item, it is recognized as revenue over the period necessary to match the government assistance in a systematic basis to the costs that is intended to subsidize.

(v)	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.

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.

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.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

3.	Significant accounting policies<br><br>(Continued from previous page)
(v)	Significant accounting judgements, estimates and assumptions<br><br>(Continued from previous page)
---	---

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 statement of operations and comprehensive 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:

(i)	Allowance for loan losses

Our provision for loan losses consists of amounts charged to the consolidated statement of operations and comprehensive loss during the period to maintain an adequate allowance for loan losses. Our allowance for loan losses represents our estimate of the expected credit losses inherent in our existing loan portfolio and is based on a variety of factors, including the composition and quality of the portfolio, loan-specific information gathered through our collection efforts, delinquency levels, our historical charge-off and loss experience, our 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.

(iii)	Fair value of identifiable intangible assets acquired from business combinations

Estimating fair value requires that significant judgement be applied to each identifiable intangible asset. For identifiable intangible assets, the fair value is determined using the most appropriate valuation methodology or combination of methodologies in the judgement of management in light of the specific nature, facts and circumstances surrounding the intangible asset. Management exercises judgement in determining inputs to the valuation methodology including discount rates and cash flow projections. Variations in actual results for any of these inputs will result in a different fair value of the intangible asset as compared to the original estimate.

(iv)	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, discount rates. Actual results could differ significantly from these estimates.

(w)	New and amended standards and interpretations

Certain new or amended standards and interpretations became effective on January 1, 2021, but do not have an impact on the consolidated financial statements of the Company. The Company has not adopted any standards or interpretations that have been issued but are not yet

effective.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

3.	Significant accounting policies<br><br>(Continued from previous page)
(w)	New and amended standards and interpretations<br><br>(Continued from previous page)
---	---

Certain new or amended standards and interpretations are expected to become effective on January 1, 2022 and beyond. There are no new standards, interpretations or amendments that are expected to have a material impact to the Company’s consolidated financial statements. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. ​​​​​​​

4.	Loans receivable

Loans receivable represent unsecured installment loans and lines of credit advanced to customers in the normal course of business. Current loans are defined as loans to customers with terms of one year or less, while non-current loans are those with terms exceeding one year. The breakdown of the Company’s gross loans receivable as at December 31, 2021 and December 31, 2020 are as follows:

	December 31,<br><br>2021		December 31,<br><br>2020
Current (terms of one year or less)		65,397		54,978
Non-current<br> (terms exceeding one year)		248		1,135
		65,645		56,113

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

4.	Loans receivable<br><br>(Continued from previous page)

The following table provides a breakdown of gross loans receivable and allowance for loan losses by aging bucket, which represents our assessment of credit risk exposure and by their IFRS 9 ECL measurement stage. The entire loan balance of a customer is aged in the same category as its oldest individual past due payment, to align with the stage groupings used in calculating the allowance for loan losses under IFRS 9. 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, 2021
Risk Category	Days past due	Stage 1			Stage 2			Stage 3			Total
Strong	Not past due		54,067			—			—			54,067
Lower risk	1-30 days past due		2,797			—			—			2,797
Medium risk	31-60 days past due		—			1,284			—			1,284
Higher risk	61-90 days past due		—			798			—			798
Non-performing	91+ days past due or<br> bankrupt		—			—			6,699			6,699
	Gross loans receivable	56,864			2,082			6,699			65,645
	Allowance for loan losses		(5,291	)		(1,119	)		(3,403	)		(9,813	)
	Loans receivable, net		51,573			963			3,296			55,832
		As at December 31, 2020
Risk Category	Days past due	Stage 1			Stage 2			Stage 3			Total
Strong	Not past due		47,590			—			—			47,590
Lower risk	1-30 days past due		1,571			—			—			1,571
Medium risk	31-60 days past due		—			720			—			720
Higher risk	61-90 days past due		—			415			—			415
Non-performing	91+ days past due or<br> bankrupt		—			—			5,817			5,817
	Gross loans receivable	49,161			1,135			5,817			56,113
	Allowance for loan losses		(5,425	)		(772	)		(2,689	)		(8,886	)
	Loans receivable, net		43,736			363			3,128			47,227

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

4.	Loans receivable<br><br>(Continued from previous page)

The following tables show reconciliations from the opening to the closing balance of the loss allowance:

	As at December 31, 2021
	Stage 1			Stage 2			Stage 3			Total
Balance as at January 1, 2021		5,425			772			2,689			8,886
Gross loans originated		3,263			—			—			3,263
Principal payments		(1,229	)		(84	)		68			(1,245	)
Re-measurement<br> of allowance before transfers		(830	)		(144	)		(743	)		(1,717	)
Re-measurement<br> of amounts transferred between stages		(67	)		920			7,322			8,175
Transfer to (from)
Stage 1 – 12 month ECLs		79			(59	)		(20	)		—
Stage 2 – Lifetime ECLs		(192	)		192			—			—
Stage 3 – Lifetime ECLs		(728	)		(478	)		1,206			—
Net amounts written off against allowance		—			—			(7,549	)		(7,549	)
Balance as at December 31, 2021		5,721			1,119			2,973			9,813
	As at December 31, 2020
---	---	---	---	---	---	---	---	---	---	---	---	---
	Stage 1			Stage 2			Stage 3			Total
Balance as at January 1, 2020		7,479			1,783			6,758			16,020
Gross loans originated		1,346			—			—			1,346
Principal payments		(2,448	)		(476	)		(838	)		(3,762	)
Derecognition of allowance associated with Liquid Sale		(1,575	)		(247	)		(309	)		(2,131	)
Re-measurement<br> of allowance before transfers		1,702			128			532			2,362
Re-measurement<br> of amounts transferred between stages		(145	)		636			9,014			9,505
Transfer to (from)
Stage 1 – 12 month ECLs		173			(122	)		(51	)		—
Stage 2 – Lifetime ECLs		(124	)		125			(1	)		—
Stage 3 – Lifetime ECLs		(983	)		(1,055	)		2,038			—
Net amounts written off against allowance		—			—			(14,454	)		(14,454	)
Balance as at December 31, 2020		5,425			772			2,689			8,886

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 such as GDP, unemployment rates, inflation rates, interest rate, and oil prices on the allowance for loan losses. The analysis performed by the Company determined that historic losses are most correlated with inflation rate. As part of the process, inflation rate was used to generate two forward looking scenarios 1) Optimistic 2) Pessimistic. If management were to

assign 100%

probability to the optimistic and pessimistic scenario forecasts, the allowance for credit losses would have been

$630

lower and $705 higher than the reported allowance for credit losses as at December 31, 2021, respectively.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

4.	Loans receivable<br><br>(Continued from previous page)

The overall changes in the allowance for loan losses are summarized below:

Allowance for loan losses	Year ended
	December 31,<br> <br>2021			December 31, <br>2020
Balance, beginning of period		8,886			16,020
Derecognition of allowance associated with loan sale		—			(2,131	)
Provision for loan losses		8,476			9,451
Charge offs		(7,549	)		(14,454	)
Balance, end of period		9,813			8,886

The provision for loan losses in the consolidated statement of operations and comprehensive loss during the year ended December 31, 2021 is recorded net of recoveries of $936 (2020 - $1,117).

On February 28, 2020, Mogo completed the sale of the majority of its non-current (“ MogoLiquid ”) loan portfolio (the “ Liquid Sale ”) for gross consideration of $31,572, de-recognized net loan receivables of $29,896 and recognized a corresponding gain on sale of loan book amounting to $1,676. This gain is presented within other non-operating expenses, in the consolidated statement of operations and comprehensive loss.

5.	Prepaid expenses, deposits and other assets
	December 31,<br><br> <br>2021		December 31,<br> 2020
---	---	---	---	---
Prepaid expenses		1,849		1,546
Accounts receivabl<br>e		2,112		—
Brokerage firm receivables		3,276		—
Deposits and other receivables		3,065		1,448
		10,302		2,994

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

6.	Related party transactions

Related party transactions during the year ended December 31, 2021 include transactions with debenture holders that incur interest. The related party debentures balance as at December 31, 2021 totaled $322 (December 31, 2020 – $358). The debentures bear annual coupon interest of 8.0% (December 31, 2020 – 8.0%) with interest expense of $26 for the year ended December 31, 2021 (December 31, 2020 – $35). 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 relation to the amendment to the terms of debentures on September 30, 2020 (see Note 28e), 35,831 warrants were issued to related parties with a fair value of $28.

On June 30, 2021, the Company acquired 1,300,000 common shares of Tetra Trust Company from its associate Coinsquare Ltd. (“Coinsquare”) for $1,300. As at December 31, 2021, this investment is valued at $1,300 and is recorded within the investment portfolio. This related party transaction was made on terms equivalent to those that prevail in arm’s length transactions.

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. Key management personnel consist of directors and executive officers.

During the year ended December 31, 2021, KMP were granted 1,260,000 stock options with a fair value of $3,651 at the grant date (2020 – 1,425,000 stock options with a fair value of $2,403 at the grant date).

Aggregate compensation of KMP during the year consisted of:

	2021		2020
Salary and short – term benefits		1,529		761
Share – based payments		2,616		591
		4,145		1,352

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

7.	Digital assets

Digital assets represent investments in cryptocurrencies which the Company expects to hold for the foreseeable future. The following table summarizes the Company’s digital assets as at December 31, 2021:

	Quantities		Average<br>cost per<br>unit		Fair<br>value<br>per<br>unit		Totalfairvalue(000s)	Historicalcost(000s)	Cumulativerevaluationgain (loss)(000s)
Bitcoin (BTC)		17.82	$	42,079	$	58,309
Ethereum (ETH)		145.99		3,425		4,647

All values are in US Dollars.

In January 2021, the Company purchased $750 of Bitcoin and in April 2021, the Company purchased $500 of Ethereum. During the year ended December 31, 2021, the Company recorded $468 of revaluation gain on digital assets through other comprehensive income. As at December 31, 2021, the carrying value of our digital assets held was $ 1,718.

8.	Investment portfolio
	December 31,<br><br><br>2021		December 31,<br>2020
---	---	---	---	---
Equities		16,820		18,445
Other		1,268		—
		18,088		18,445

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

9.	Property and equipment
	Computer<br><br><br>equipment			Furniture<br><br><br>and fixtures			Leasehold<br><br><br>improvements			Total
---	---	---	---	---	---	---	---	---	---	---	---	---
Cost
Balance, December 31, 2019		4,513			1,180			2,509			8,202
Additions		22			—			—			22
Disposals		(2,452	)		—			(454	)		(2,906	)
Balance, December 31, 2020		2,083			1,180			2,055			5,318
Additions		462			2			—			464
Additions through business combinations		298			31			—			329
Effects of movement in exchange rate		(20	)		(1	)		—			(21	)
Balance, December 31, 2021		2,823			1,212			2,055			6,090
Accumulated depreciation
Balance, December 31, 2019		3,761			733			1,935			6,429
Depreciation		229			91			311			631
Disposals		(2,443	)		—			(191	)		(2,634	)
Balance, December 31, 2020		1,547			824			2,055			4,426
Depreciation		400			78			—			478
Balance, December 31, 2021		1,947			902			2,055			4,904
Net book value
Balance, December 31, 2020		536			356			—			892
Balance, December 31, 2021		876			310			—			1,186

During the year ended December 31, 2020, the Company vacated one of its leased properties and accordingly wrote off $263 of net book value related to leasehold improvements for the right of use asset and also recognized a loss of $9 on the disposal of computer equipment, including fully depreciated bitcoin equipment with a cost and accumulated depreciation of $2,427 and furniture and fixtures. Non-cash expense related to disposals is recorded in the consolidated statement of operations and comprehensive loss.

Upon the completion of the acquisition of Carta on January 25, 2021 and Moka on May 4, 2021, the Company recognized property and equipment with fair values of $ 270 and $59 respectively, along with effects of exchange rate movement related to foreign subsidiaries on the consolidated statement of financial position.

Depreciation of $nil for the year ended December 31, 2021 (2020 - $311) for leasehold improvements and depreciation expense of $478 for the year ended December 31, 2021 (2020 - $320) for all other property and equipment is included in depreciation and amortization.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

10.	Intangible assets
	Internally<br><br><br>generated –<br><br><br>completed		Internally<br><br><br>generated –<br><br><br>in<br>progress			Software<br><br><br>licenses			Acquired<br>technology<br>assets		Customer<br>relationships		Brand		Regulatory<br>licenses		Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Cost
Balance, December 31, 2019		34,849		1,388			3,356			—		—		—		—		39,593
Additions		—		4,796			—			—		—		—		—		4,796
Transfers		4,655		(4,655	)		—			—		—		—		—		—
Balance, December 31, 2020		39,504		1,529			3,356			—		—		—		—		44,389
Additions		1,200		6,303			—			—		—		—		—		7,503
Additions through a business combination		—		—			628			21,000		8,900		1,000		6,800		38,328
Impairment		—		(898	)		—			—		—		—		—		(898	)
Transfers		3,936		(3,936	)		—			—		—		—		—		—
Effects of movement in exchange rate		—		—			(8	)		—		—		—		—		(8	)
Balance, December 31, 2021		44,640		2,998			3,976			21,000		8,900		1,000		6,800		89,314
Accumulated depreciation
Balance, December 31, 2019		15,138		—			3,198			—		—		—		—		18,336
Amortization		7,093		—			48			—		—		—		—		7,141
Balance, December 31, 2020		22,231		—			3,246			—		—		—		—		25,477
Amortization		7,279		—			218			1,722		1,427		—		887		11,533
Balance, December 31, 2021		29,510		—			3,464			1,722		1,427		—		887		37,010
Net book value
Balance, December 31, 2020		17,273		1,529			110			—		—		—		—		18,912
Balance, December 31, 2021		15,130		2,998			512			19,278		7,473		1,000		5,913		52,304

Upon the acquisition of Carta on January 25, 2021, Moka on May 4, 2021, and Fortification on September 1, 2021, the Company recognized intangible assets with fair values of $19,328, $18,700 and $300 respectively on the consolidated statements of financial position. Refer to Note 24 for further details.

Amortization of $11,533 for the year ended December 31, 2021 (December 31, 2020 – $7,141) is included in depreciation and amortization.

11.	Accounts payable and accruals
	December 31,<br><br>2021		December 31,<br><br>2020
---	---	---	---	---
Accounts payables		4,960		3,291
Accrued expenses		7,068		2,423
Accrued wages and other benefits		3,044		1,379
Client liabilities		4,195		—
Others		1,516		750
		20,783		7,843

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

12.	Leases

The Company has lease agreements for its office spaces. Leases generally 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.

During the year, the Company has not made any re-assessment related to extension options. Information about leases for which the Company is a lessee is presented below:

Amount recognized in the consolidated 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, 2021 and 2020.

	Right -of-use-<br><br>assets			Lease<br>    Liabilities
As at January 1, 2020		4,821			5,208
Modifications and renewals		33			(100	)
Additions		(333	)		(328	)
Depreciation expense		(642	)		—
Interest expense		—			272
Payments		—			(716	)
As at December 31, 2020		3,879			4,336
Additions		316			316
Disposals		(40	)		(43	)
Depreciation expense		(725	)		—
Interest expense		—			243
Payments		—			(904	)
As at December 31, 2021		3,430			3,948

F-31

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

12.	Leases<br><br>(Continued from previous page)

Amount recognized in the consolidated statement of operations and comprehensive loss:

	2021		2020
Depreciation expense of <br>right-of-use<br> assets		603		642
Interest expense on lease liabilities		243		272
Expenses relating to short term leases		95		39
Variable lease payments		453		516
Total amount recognized in consolidated statement of operations and<br> <br>comprehensive loss		1,394		1,469

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 of $660 (December 31, 2020 - $444) related to principal portion of lease payments as financing activities and cash payments of $243 (December 31, 2020 - $272) related to interest portion as operating activities consistent with the presentation of interest payments chosen by the Company.

13.	Credit facilities

As of January 1, 2020, the Company had two credit facilities: the “Credit facility – Liquid” and the “Credit facility”, both credit facilities are subject to variable interest rates that reference LIBOR, or under certain conditions, the Federal Funds Rate in effect.

The Credit facility had an effective interest rate of LIBOR plus 12.5% (with a LIBOR floor of 2%), contractually set to reduce to LIBOR plus 9% (with a LIBOR floor of 1.5%) effective July 2, 2020, payable on the greater of the actual aggregate unpaid principal balance, or the prescribed minimum balance under the term loan agreement. The total available loan capital under the Credit Facility was $60 million with a maturity date of July 2, 2022.

On February 28, 2020, in conjunction with the Liquid Sale, Mogo repaid and extinguished its Credit facility – Liquid, which held a principal outstanding balance of approximately $ 28,683 immediately prior to derecognition. As part of extinguishing the facility in advance of its maturity, Mogo recognized a prepayment penalty of $2,500 of which $1,500 was payable in cash and of which $1,000 was settled in shares on March 5, 2020, through the issuance of 306,842 Common Shares, priced at $3.26 per share.

On June 29, 2020, the Company amended its Credit facility. The amendments decreased the available loan capital from $ 60 million to $50 million and reduced the prescribed minimum balances applicable in the calculation of interest as described above. There is a 0.33% fee on the available but undrawn portion of the $50 million facility.

On December 16, 2021, the Company further amended its Credit facility. The amendment lowered the effective interest rate from a maximum of LIBOR plus 9 % (with a LIBOR floor of 1.5 %) to LIBOR plus 8 % with no floor. In addition, the amendment increases the available loan capital from $50 million to $60 million and extends the maturity date by three years from July 2, 2022 to July 2, 2025.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

13.	Credit facilities<br><br>(Continued from previous page)
	December 31,<br> <br>2021		December 31,<br> <br>2020
---	---	---	---	---
Credit facility
Funds drawn		44,983		37,644
		44,983		37,644

Credit facility is subject to certain covenants and events of default. As of December 31, 2021 and December 31, 2020, the Company was in compliance with these covenants. Interest expense on both credit facilities is included in credit facility interest expense in the consolidated statement of operations and comprehensive loss.

The Company has pledged financial instruments as collateral against its credit facilities. Under the terms of the general security agreement, assets pledged as collateral primarily include cash and cash equivalents with a balance of $154 (December 31, 2020 - $892) and loans receivable with a carrying amount equal to $55,832 (December 31, 2020 - $47,227).

14.	Debentures

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

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

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

14.	Debentures<br><br>(Continued from previous page)

On October 7, 2020, Mogo issued 4,479,392 warrants (the “ Debenture Warrants ”) to its debenture holders in connection with the debenture amendments approved on September 30, 2020, at an exercise price of $2.03 per warrant. The Debenture Warrants are exercisable at any time until December 31, 2022. As at December 31, 2021, 3,618,737 warrants (December 31, 2020 – 990,427) have been exercised and converted into Common Shares for cash proceeds of $6,375 (December 31, 2020 - $2,011). As at December 31, 2021, 1,184,015 Debenture Warrants remain outstanding and exercisable (December 31, 2020 – 3,488,965).

The amendments to the debentures were accounted for as a settlement of the previous debt and replacement by a new financial liability. On September 30, 2020, the carrying amount of the previous debt of $47,264 was replaced by a new financial liability with a fair value of $42,231, calculated using the present value of future cash flows discounted at the prevailing market interest rate. The difference between the face value of the new financial liability and its fair value is recorded against the principal balance and accreted using the effective interest rate method over the term of the debentures. Additionally, the Debenture Warrants issuable at September 30, 2020, were initially recognized as a separate liability with a fair value of $3,500 using the Black Scholes valuation model. The $1,533 difference in carrying value of the previous debt and fair value of the new financial liabilities was recorded as a $767 reduction to debenture interest expense and other financing expense to revise interest owing, using the amended interest rate, and a $765 gain on debenture amendment recorded to other non-operating (income) expenses in the consolidated statement of operations and comprehensive loss.

Upon issuance of the Debenture Warrants on October 7, 2020, the financial liability was converted into an equity instrument and remeasured to a fair value of $3,508 recognized in equity as of that date with the difference recorded as a gain to the consolidated statement of operations and comprehensive loss.

During the year ended December 31, 2020, transaction costs of $169 related to amendments were recorded in other non-operating (income) expenses in the consolidated statement of operations and comprehensive loss.

Interest expense on the debentures related to the coupon payment is included in debenture interest and other financing expense, and the portion of expense related to accretion of the discount is recorded separately to accretion related to debentures in the consolidated statement of operations and comprehensive loss.

The Company’s debentures balance includes the following:

	December 31,<br> <br>2021			December 31,<br> <br>2020
Principal balance		41,375			43,442
Discount		(2,323	)		(3,575	)
		39,052			39,867
Interest payable		742			791
		39,794			40,658

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

14.	Debentures<br><br>(Continued from previous page)

The debenture principal repayments will be made according to the following schedule and are payable in either cash or Common Shares at Mogo’s option:

	Principal<br>component<br>of quarterly<br>payment		Principal<br>due on<br>maturity		Total
2022		2,705		—		2,705
2023		3,296		16,421		19,717
2024		941		18,012		18,953
		6,942		34,433		41,375
15.	Convertible debentures
---	---

On June 6, 2017, the Company issued 10% convertible debentures of $15,000 aggregate principal amount at a price of one thousand dollars per debenture, with a maturity date of May 31, 2020. On May 27, 2020, the Company amended the remaining $12,621 principal value of convertible debentures (the “ Amendments ”) to include, among other things, an extension of the maturity date to May 31, 2022, and a reduction in the conversion price of the principal by 45% from $5.00 to $2.75 per Common Share (the “ Conversion Price ”).

On December 10, 2020, the Company gave notice to the holders of the convertible debentures that it was exercising its early conversion right such that the convertible debentures would be converted to Common Shares at the Conversion Price on or about January 11, 2021.

On January 11, 2021, the Company converted all of the outstanding balance related to principal and interest of convertible debentures into 3,178,930 Common Shares.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

15.	Convertible debentures<br><br>(Continued from previous page)

The following table summarizes the carrying value of the convertible debentures as at December 31, 2021:

	Net book<br><br><br>value,<br><br><br>December 31,<br>2021			Net book<br>value,<br>December<br>31, 2020
Convertible debentures		8,683			11,963
Transaction costs		—			(755	)
Net proceeds		8,683			11,208
Conversion of debentures to equity		(8,683	)		(3,754	)
Accretion in carrying value of debenture liability		—			1,228
Accrued interest		100			684
Interest converted in shares and paid		(100	)		(615	)
		—			8,751
16.	Derivative financial liabilities
---	---

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

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

The stock warrants are classified as a derivative 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 statement of operations and comprehensive loss.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

16.	Derivative<br><br>financial liabilities<br><br>(Continued from previous page)

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

	December 31,<br><br><br>2021			December 31,<br><br><br>2020
Balance, December 31, 2020		—			—
Stock warrants issued		23,986			—
Change in fair value due to revaluation of derivative financial liabilities		(11,276	)		—
Change in fair value due to foreign exchange		(22	)		—
Balance, December 31, 2021		12,688			—

Details of the derivative financial liabilities as at December 31, 2021 are as follows:

	Warrants<br><br><br>Outstanding<br>and exercisable<br><br><br>(000s)		WeightedAverageExercisePrice
Balance, December 31, 2020		—
Warrants granted		5,729
Balance, December 31, 2021		5,729

All values are in US Dollars.

The 5,728,824 warrants outstanding noted above have an expiry date between August 2024 and June 2025.

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

	As at<br><br><br>December 31,<br><br><br>2021		As at<br>December 31,<br>2020
Risk-free interest rate		0.97%		—
Expected life		2.7<br> - 3.5 years		—
Expected volatility in market price of shares		102% -<br><br>109%		—
Expected dividend yield		0%		—
Expected forfeiture rate		0%		—

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

17.	Income taxes
(a)	Provision for income taxes
---	---

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

	2021			2020
Current tax expense		133			—
Deferred tax recovery		(365	)		—
Income tax recovery		(232	)		—

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:

	2021			2020
Canadian federal and provincial recovery of income taxes using statutory rate of 27% (2020 – 27%)		(9,029	)		(3,630	)
Change in unrecognized deductible temporary differences and unused tax losses		6,538			3,093
Permanent differences and other		2,259			537
Income tax recover<br>y		(232	)		—
(b)	Deferred tax assets
---	---

As at December 31, the Company’s deferred tax assets are as follows:

	2021		2020
Non-capital losses		11,856		222
Property and equipment		93		—
Intangible assets		2		—
		11,951		222
(c)	Deferred tax liabilities
---	---

As at December 31, the Company’s deferred tax liabilities are as follows:

	2021		2020
Intangible assets		9,792		—
Digital assets and derivatives		3,660		—
Equity investments		287		—
Deferred cos<br>t		380		222
		14,119		222

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

17.	Income taxes<br><br>(Continued from previous page)
(d)	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.

As at December 31, the Company has deductible temporary differences for which no deferred tax assets are recognized as follows:

	2021		2020
Unused tax losses		196,146		131,447
Property and equipment		4,012		2,946
Right-of-use<br> assets, net lease liability		578		438
Intangible assets		18,071		10,346
Debentures		394		433
Convertible debentures		1,679		1,679
Financing costs		5,021		1,496
Research and development expenditures		2,555		1,437
Investment in subsidiaries		3,395		—
Other		—		2,245
		231,851		152,467

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

17.	Income taxes<br> <br>(Continued from previous page)

As at December 31, the Company’s non-capital losses expire as follows:

	2021		2020
Expires 2024		549		610
Expires 2025		777		936
Expires 2026		1,822		2,112
Expires 2027		6,8<br>8<br>5		4,863
Expires 2028		5,486		2,064
Expires 2029		6,913		4,237
Expires 2030		5,616		3,698
Expires 2031		4,139		1,470
Expires 2032		9,031		3,772
Expires 2033		10,053		6,065
Expires 2034		14,810		7,416
Expires 2035		23,420		9,680
Expires 2036		28,317		18,713
Expires 2037		29,488		20,450
Expires 2038		29,512		20,214
Expires 2039		26,524		24,977
Expires 2040		15,153		169
Expires 2041		23,113		—
		241,608		131,446
18.	Geographic information
---	---
(a)	Revenue
---	---

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

	Year ended
	December 31,<br><br><br>2021		December 31,<br>2020
Canada		49,533		44,245
Europe		7,287		—
Other		699		—
Total		57,519		44,245

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

18.	Geographic information<br> <br>(Continued from previous page)
(b)	Non-current<br> assets
---	---

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

	Year ended
	December 31,<br><br><br>2021		December 31,<br>2020
Canada		255,315		42,128
Europe		609		—
Other		883		—
Total		256,807		42,128
19.	Expenses by nature and function
---	---

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

	2021		2020
Personnel expense		26,509		11,306
Marketing		14,554		4,027
Depreciation and amortization		12,736		8,414
Stock-based compensation		10,838		1,371
Hosting and software licenses		4,200		2,321
Professional services		3,800		1,407
Insurance and licenses		2,316		572
Credit verification costs		1,990		1,651
Premises		1,040		1,010
Others		3,588		2,279
		81,571		34,358

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

	For the years ended
	December 31,<br><br><br>2021		December 31,<br>2020
Technology and development		25,021		12,989
Marketing		16,619		4,831
Customer service and operations		15,870		6,185
General and administration		24,061		10,353
Total operating expenses		81,571		34,358

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

20.	Revaluation (gains) and losses
	Year ended
---	---	---	---	---	---	---
	December 31,<br><br><br>2021			December 31,<br>2020
Change in fair value due to revaluation of derivative financial asset		(1,788	)		—
Change in fair value due to revaluation of derivative financial liabilities		(11,276	)		8
Realized gain on investment portfolio		(4,219	)		—
Unrealized loss on investment portfolio		942			2,249
Unrealized exchange loss		670			155
Unrealized gain on other receivable		—			(258	)
Losses related to property and equipment		—			272
		(15,671	)		2,426
21.	Other <br>non-operating<br> (income) expenses
---	---
	Year ended
---	---	---	---	---	---	---
	December 31,<br><br><br>2021			December 31,<br>2020
Gain on sale of loan book		—			(1,676	)
Credit facility prepayment and related expenses		—			2,608
Convertible debenture early conversion		—			927
Gain on amendment of debentures		—			(765	)
Government grants		(1,597	)		(3,201	)
Direct offering transaction costs allocated to derivative financial liabilities		2,260			—
Acquisition costs, restructuring and other		3,437			938
		4,100			(1,169	)

On February 28, 2020, Mogo completed the Liquid Sale and recognized a gain on sale of loan book amounting to $1,676 (refer to Note 4). On the same date, Mogo repaid and extinguished its Credit facility – Liquid and recognized an early prepayment expense of $ 2,500 as a result of paying down the facility in advance of the maturity date (refer to Note 13). Mogo also recognized $108 of other related legal and termination expenses in connection with the transactions.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

21.	Other <br>non-operating<br> (income) expenses<br><br>(Continued from previous page)

Due to the outbreak of COVID-19, the Government of Canada announced the Canadian Emergency Wage Subsidy (“ CEWS ”) and Canadian Emergency Rent Subsidy (“ CERS ”) to support companies that have experienced a certain level of revenue decline in their operations. Mogo has determined that it qualifies for the CEWS and CERS and has made an accounting policy election to record the grant on a gross basis. During the year ended December 31, 2021, Mogo has recorded other non-operating income for CEWS and CERS of $1,007 and $163 respectively (2020 – $3,201 and $nil).

Direct offering transaction costs allocated to derivative financial liabilities of $2,260 relate to the issuance of warrants with a USD denominated exercise price to investors. This resulted in the recognition of a derivative financial liability and the allocation of the associated transaction costs to other non-operating expenses (refer to Note 16 for further details).

22.	Loss per share

Loss per share is based on consolidated net loss for the year divided by the weighted average number of shares outstanding during the year. Diluted loss per share is computed in accordance with the treasury stock method and is based on the weighted average number of shares and dilutive share equivalents.

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

	2021			2020
Loss attributed to shareholders		(33,209	)		(13,445	)
Basic weighted average number of shares (in 000s)		63,005			28,873
Basic and diluted loss per share		(0.53	)		(0.47	)

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

23.	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:

	2021			2020
Share capital		392,628			106,730
Deficit		(148,263	)		(115,054	)
Credit facilities		44,983			37,644
Debentures		41,375			43,442
Convertible debentures		—			8,751

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

23.	Capital management<br><br>(Continued from previous page)

There have been no changes in the Company’s 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, 2021 and December 31, 2020.

Changes in the share capital of the Company over the year ended December 31, 2021 are mainly attributed to the acquisitions of Carta, Moka and Fortification and investment in Coinsquare as disclosed in Note 24 and Note 25, respectively and financings completed as disclosed in Note 28a.

24.	Business combination

Acquisition of Carta:

On January 25, 2021, Mogo completed the acquisition of all of the issued and outstanding securities of Carta in exchange for 10,000,000 Common Shares with a fair value of $54,800 based on Mogo’s closing share price at the acquisition date.

Acquisition-related costs of $379 not directly attributable to the issuance of the Common Shares are included in other non-operating (income) expenses in the consolidated statement of operations and comprehensive loss and in operating cash flows in the consolidated statement of cash flows.

The acquisition is expected to significantly expand Mogo’s total addressable market by entering the global payments market, increase revenue scale and accelerate the growth of its high-margin subscription and transaction-based revenue, and strengthen the Company’s digital wallet capabilities which includes the development of a peer-to-peer payment solution.

In the period January 25, 2021, to December 31, 2021, the operations of Carta contributed revenue of $7,970 and net loss of ($1,470). If the acquisition had occurred on January 1, 2021, management estimates that proforma revenue would have been $8,438 and proforma net loss from the operations of Carta would have been ($1,889) for the year ended December 31, 2021. In determining these amounts, management has assumed the fair value adjustments, determined, that arose on the date of business combination would have been the same if the acquisition had occurred on January 1, 2021.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

24.	Business combination<br><br>(Continued from previous page)

The following tables summarizes the fair value of consideration transferred, and its allocation to estimated fair values assigned to each major class of assets acquired and liabilities assumed at the January 25, 2021 acquisition date.

	January 25, 2021
Assets acquired:
Cash and cash equivalent		2,101
Prepaids, and other receivables and assets		1,693
Property and equipment		270
Right-of-use<br> assets		316
Intangible assets - technology assets		12,900
I<br>ntangible assets - customer relationships		4,800
Intangible assets - software licenses		628
Intangible assets - brand		1,000
Goodwill		35,893
		59,601
Liabilities assumed:
Accounts payable, accruals & other		4,485
Lease liabilities		316
		4,801
Net assets acquired at fair value		54,800
Share consideration		54,800

The previously disclosed provisional allocation of consideration to estimated fair values has been updated based on fair valuations on the intangible assets acquired as of the date of acquisition. This resulted in a decrease of $3,600 to intangible assets previously disclosed at $22,928 and an increase of $3,600 in goodwill.

Acquisition of Moka:

On May 4, 2021, Mogo completed the acquisition of all of the issued and outstanding securities of Moka, a sa vings and investing app. Mogo has acquired all of the issued and outstanding shares of Moka in exchange for the issuance of 4,633,648 Common Shares with a fair value of $46,600 based on Mogo’s closing share price at the acquisition date, and cash consideration of $4,508 pursuant to the terms of a share exchange agreement among Mogo, Moka and all of the shareholders of Moka. In connection with the acquisition of Moka, the Company also exchanged equity-settled share-based payments awards held by the employees of Moka for 366,343 equity-settled share-based payments awards of the Company.

Acquisition-related costs of $536 not directly attributable to the issuance of the Common Shares are included in other non-operating (income) expenses in the consolidated statement of operations and comprehensive loss and in operating cash flows in the consolidated statement of cash flows.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

24.	Business combination<br><br>(Continued from previous page)

In the period May 4, 2021 to December 31, 2021, the operations of Moka contributed revenue of $5,977 and net loss of ($2,519). If the acquisition had occurred on January 1, 2021, management estimates that proforma revenue would have been $8,885 and proforma net loss from the operations of Moka would have been ($6,283) for the year ended December 31, 2021. In determining these amounts, management has assumed the fair value adjustments, determined, that arose on the date of business combination would have been the same if the acquisition had occurred on January 1, 2021.

The acquisition is expected to bring differentiated saving and investing products to broaden Mogo’s wealth offering and accelerate the growth of its high-margin subscription and transaction-based revenue.

The following tables summarizes the fair value of consideration transferred, and its allocation to estimated fair values assigned to each major class of assets acquired and liabilities assumed at the May 4, 2021 acquisition date.

	May 4, 2021
Assets acquired:
Cash and cash equivalent		4,377
Prepaids, and other receivables and assets		2,455
Property and equipment		59
Intangible assets - technology assets		8,100
Intangible assets - customer relationships		4,100
Intangible assets - regulatory licenses		6,500
Goodwill		33,517
		59,108
Liabilities assumed:
Accounts payable, accruals & other		5,293
Deferred tax liabilities		2,100
		7,393
Net assets acquired at fair value		51,715
Share consideration		47,207
Cash consideration		4,508
Total consideration transferred		51,715

The previously disclosed provisional allocation of consideration to estimated fair values has been updated based on fair valuations on the intangible assets acquired as of the date of acquisition. This resulted in a decrease of $4,500 to intangible assets previously disclosed at $23,200 and an increase of $6,687 in goodwill and $2,100 in deferred tax liabilities.

Cash and cash equivalents included $2,756 of cash held in trust for funds under management.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

24.	Business combination<br><br>(Continued from previous page)

Acquisition of Fortification:

On September 1, 2021, Mogo completed the acquisition of all of the issued and outstanding securities of Fortification, a Canadian registered investment dealer, in exchange for 75,000 Common Shares and cash of $1,144. Subsequent to the acquisition, Fortification was renamed to MogoTrade Inc.

The acquisition allows Mogo to acquire the necessary licenses, registration and technology to accelerate the development of the Company’s planned commission free stock trading solution and continue to strengthen the Company’s digital wallet capabilities.

The following tables summarizes the fair value of consideration transferred, and its allocation to estimated fair values assigned to each major class of assets acquired and liabilities assumed at the September 1, 2021 acquisition date.

	September 1, 2021
Assets acquired:
Cash and cash equivalent		13
Prepaids, and other receivables and assets		628
Intangible assets - regulatory licenses		300
Goodwill		702
		1,643
Liabilities assumed:
Accounts payable, accruals & other		23
Deferred tax liabilities		80
		103
Net assets acquired at fair value		1,540
Share consideration		396
Cash consideration		1,144
Total consideration transferred		1,540

The previously disclosed provisional allocation of consideration to estimated fair values has been updated based on fair valuations on the intangible assets acquired as of the date of acquisition. This resulted in a decrease of $400 to intangible assets previously disclosed at $700 and an increase of $480 in goodwill and $80 in deferred tax liabilities.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

24. Business combination

(Continued from previous page)

Goodwill and indefinite-life intangible assets:

Goodwill and indefinite-life intangible assets are attributed to the group of CGUs to which they relate. As at December 31, 2021, the carrying value of goodwill attributable to the Carta CGU and remaining Mogo related entities CGU was $35,893 and $34,219 respectively. As at December 31, 2021, the carrying value of indefinite-life intangible assets attributable to the Carta CGU was $1,000. Impairment testing was performed as at December 31, 2021. The impairment test consisted of comparing the carrying value of net assets within the CGU to the recoverable amount of that CGU as measured by discounting the expected future cash flows using a value in use approach.

The cash flow projections include specific estimates for seven years and a terminal growth rate thereafter. The key assumptions used in the estimation of the recoverable amount for each CGU include a pre-tax discount rate of 16% and terminal growth rate of 10%. The discount rate was estimated based on a range of historical industry weighted average cost of capital and then applied to the operating CGU based on management’s discretion and expertise. The terminal growth rate was determined based on management’s estimate of long-term compound annual growth rates. Forecasted cash flows are estimated by considering past experience such as revenue and expenditures that would both respectively increase based on inflationary measures, estimated loan origination and volume growth, and expected future and current factors affecting the industry.

No impairment charges to goodwill or indefinite-life intangible assets were recorded in the year ended December 31, 2021.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

25.	Investment accounted for using the equity method

On April 16, 2021, the Company completed its initial strategic investment (the “ Initial Investment ”) in Coinsquare, a digital asset trading platform, pursuant to which Mogo has acquired 6,450,607 Coinsquare common shares, representing 19.99% ownership interest in Coinsquare, for total aggregate consideration of $55,359, comprising of a cash payment of $27,396 and the issuance of 2,807,577 Common Shares valued at $27,963 to Coinsquare and certain selling shareholders of Coinsquare. The transaction also included:

☐	a right for Mogo to purchase 3,223,690 Coinsquare common shares from certain selling shareholders at $8.29 per Coinsquare common share (the “<br>Call Option<br>”), whereby Mogo has an option to pay the purchase consideration fully in Common Shares.
☐	a right for these certain selling shareholders to require Mogo to purchase 3,223,690 Coinsquare common shares (the “<br>Put Option<br>”), whereby the Call Option and Put Option are subject to certain exercise conditions, and whereby the exercise of either one of the Call Option or the Put Option results in the immediate expiry of the another<br>.
---	---
☐	the issuance of a warrant to Mogo to acquire<br> 7,240,665 additional Coinsquare common shares through treasury at an exercise price of $8.29 per warrant, subject to certain conditions and payable by Mogo at least 50% in cash and the remainder in Common Shares (the “<br>Coinsquare Warrant<br>”).
---	---

On June 4, 2021, Mogo acquired an additional 5,412,222 common shares of Coinsquare which increased Mogo’s ownership in Coinsquare from 19.99% to approximately 36.74%, through two separate transactions executed on that day, specifically:

☐	the exercise of the Call Option, to acquire 3,223,690 Coinsquare common shares from certain selling shareholders, with total consideration paid through the issuance of 2,791,904 Common Shares<br>.
☐	the purchase of 2,188,532 Coinsquare common shares from a selling shareholder pursuant to a share purchase agreement for a total consideration of 2,288,972 <br>Common Shares that were issued in three equal tranches on June 4, July 4 and August 4, 2021 respectively.
---	---

On June 15, 2021, Mogo purchased an additional 655,644 common shares of Coinsquare from a selling shareholder which increased Mogo’s ownership from 36.74% to approximately 38.77%, for total aggregate consideration of $8,523, consisting of a cash payment of $5,000 and the issuance of 378,774 Common Shares valued at $3,523. This transaction include d a right for Mogo (the “ New Call Option ”) to purchase addition 1,100,000 Coinsquare shares under certain conditions, at an exercise price of $13.00 per Coinsquare common share. The New Call Option expired fully unexercised on October 13, 2021.

The Company’s initial 19.99% position in Coinsquare and subsequent investments are accounted for using the equity method in the consolidated financial statements, effective as at the date of the Initial Investment on April 16, 2021, as Mogo participates in all significant financial and operating decisions of Coinsquare, even though it held just under 20% of the voting rights. Therefore, the Company has determined that it exerted significant influence over Coinsquare as at that date.

The Company determined that the Call Option, Put Option, Coinsquare Warrant and New Call Option are classified as derivative financial instruments on the consolidated statement of financial position, fair valued using the Black-Scholes valuation model at initial recognition, and subsequently remeasured to fair value as at each reporting date. Any change in the fair value of these derivative financial instruments is recognized to revaluation gains (losses) in the consolidated statement of operations and comprehensive loss.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

25.	Investment accounted for using the equity method<br><br>(Continued from previous page)

The following table shows an allocation breakdown of the total $55,359 Initial Investment between the 19.99 % investment, the Call Option, the Put Option and the Coinsquare Warrant, and further reconciles the total revaluation gains (losses) recognized on the derivative instruments for the year ended December 31, 2021:

	Initial<br>recognition<br>date		Initial fair<br>value on<br>recognition			Call/Put<br>Option<br>fair<br>value at<br>exercise		Value at<br>December 31,<br>2021		Revaluation<br>(gains)<br>losses
Initial 19.99% investment		16-Apr-21		45,024			n/a		45,024		—
Call Option		16-Apr-21		3,931			5,513		—		(1,582	)
Put Option		16-Apr-21		(5,696	)		—		—		(5,696	)
Coinsquare Warrants		16-Apr-21		12,100			n/a		7,866		4,234
Total - Initial Transaction				55,359			5,513		52,890		(3,044	)
New Call Option		15-Jun-21		1,256			n/a		—		1,256
Total revaluation gains											(1,788	)

Immediately prior to the exercise of Call Option on June 4, 2021, the Company fair valued its Call Option and Put Option to $5,513 and $nil respectively, and recorded revaluation gains of $1,582 and $5,696 respectively on these instruments in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2021. The exercise of Call Option resulted in the immediate expiry of the Put Option, accounted for through a derecognition of the Call Option and Put Option derivative assets from the consolidated statement of financial position and a corresponding increase to the investment in Coinsquare.

The fair value of the Coinsquare Warrant, Call Option, Put Option and New Call Option were estimated using the Black-Scholes option pricing model with the following assumptions:

	As at<br><br><br>December 31,<br><br><br>2021
Risk-free interest rate		0.4%
Expected life		0.5 years
Expected volatility in market price of shares		71%
Expected dividend yield		0%
Expected forfeiture rate		0%

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

25.	Investment accounted for using the equity method<br><br>(Continued from previous page)

The following table summarizes the fair value of net assets and the Company’s share of net assets acquired:

	As at December 31, 2021
Current assets		109,005
Non-current<br> assets		51,214
Current liabilities		(60,381	)
Non-current<br> liabilities		(32,904	)
Net assets		66,934
Company’s share of net assets - 38.77%		30,176
Intangible assets		24,596
Deferred tax liabilities		(4,151	)
Goodwill		53,200
Carrying amount of interest in associate		103,821
	April 16, 2021 to December 31,<br>2021
---	---	---	---
Revenue		36,518
Net income from continuing operations (100%)		7,710
Post-tax<br> loss from discontinued operations (100%)		(24	)
Other comprehensive loss (100%)		(52	)
Total comprehensive income (100%)		7,634
Company’s share of total comprehensive <br>loss		(278	)
Initial investment in Coinsquare		45,026
Step up investments in Coinsquare		59,073
Total investments in Coinsquare		104,099
Share of <br>loss<br> in associate		(278	)
Carrying amount of equity accounted investment		103,821
Mogo’s share of:
Net income from continuing operations		1,211
Post-tax<br> loss from discontinued operations		(4	)
Other comprehensive income		(20	)
Amortization of intangible assets		(1,772	)
Amortization of deferred tax liabilities		307
Total other comprehensive <br>loss		(278	)

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

26.	Fair value of financial instruments

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

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

The Company maximizes the use of quoted prices from active markets, when available. A market is regarded as active if transactions take place with sufficient frequency and volume to provide pricing information on an ongoing basis. Where independent quoted market prices are not available, the Company uses quoted market prices for similar instruments, other third-party evidence or valuation techniques.

The fair value of financial instruments determined using valuation techniques include the use of recent arm’s length transactions and discounted cash flow analysis for investments in unquoted securities, discounted cash flow analysis for derivatives, third-party pricing models or other valuation techniques commonly used by market participants and utilize independent observable market inputs to the maximum extent possible.

The use of valuation techniques to determine the fair value of a financial instrument requires management to make assumptions such as the amount and timing of future cash flows and discount rates and incorporate the Company’s estimate of assumptions that a market participant would make when valuing the instruments.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

26.	Fair value of financial instruments<br><br>(Continued from previous page)
(b)	Accounting classifications and fair values
---	---

The following table shows the carrying amount and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. During the year ended December 31, 2021 and December 31, 2020, there has not been any transfers between fair value hierarchy levels.

			Carrying amount								Fair value
December 31,<br>2021	Note		Mandatorily<br><br><br>at FVTPL		Financial<br><br><br>asset at<br><br><br>amortized<br>cost		Other<br><br><br>financial<br><br><br>liabilities		Total		Level 1		Level 2		Level 3		Total
Financial assets measured at fair value
Investment portfolio				18,088		—		—		18,088		1,785		—		16,303		18,088
Derivative financial assets		25		7,866		—		—		7,866		—		—		7,866		7,866
				25,954		—		—		25,954
Financial assets not measured at fair value
Cash and cash equivalent				—		69,208		—		69,208		69,208		—		—		69,208
Loans receivable – current		4		—		65,397		—		65,397		—		65,397		—		65,397
Loans receivable – <br>non-current		4		—		248		—		248		—		—		232		232
Other receivables				—		2,112		—		2,112		—		2,112		—		2,112
				—		136,965		—		136,965
Financial liabilities measured at fair value
Derivative financial liabilities		16		12,688		—		—		12,688		—		12,688		—		12,688
				12,688		—		—		12,688
Financial liabilities not measured at fair value
Accounts payable and accruals				—		—		20,783		20,783		—		20,783		—		20,783
Credit facilities		13		—		—		44,983		44,983		—		44,983		—		44,983
Debentures		14		—		—		39,794		39,794		—		39,794		—		39,794
				—		—		105,560		105,560

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

26.	Fair value of financial instruments<br><br>(Continued from previous page)
(b)	Accounting classifications and fair values <br>(Continued from previous page)
---	---
			Carrying amount								Fair value
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
December 31,<br>2020	Note		FVTPL		Financial<br>asset at<br>amortized<br>cost		Other<br>financial<br>liabilities		Total		Level 1		Level 2		Level 3		Total
Financial assets measured at fair value
Investment portfolio				18,445		—		—		18,445		—		154		18,291		18,445
				18,445		—		—		18,445
Financial assets not measured at fair value
Cash and cash equivalent				—		12,119		—		12,119		12,119		—		—		12,119
Loans receivable – current		4		—		54,978		—		54,978		—		54,978		—		54,978
Loans receivable – <br>non-current		4		—		1,135		—		1,135		—		—		1,064		1,064
				—		68,232		—		68,232
Financial liabilities not measured at fair value
Accounts payable, accruals and other				—		—		7,843		7,843		—		7,843		—		7,843
Credit facilities		9		—		—		37,644		37,644		—		37,644		—		37,644
Debentures		10		—		—		40,658		40,658		—		40,658		—		40,658
Convertible debentures		11		—		—		8,751		8,751		—		8,751		—		8,751
				—		—		94,896		94,896
(c)	Measurement of fair values
---	---
(i)	Valuation techniques and significant unobservable inputs
---	---

The Company has been closely monitoring developments related to COVID-19, including the existing and potential impact on its investment portfolio. As a result of the ongoing and developing COVID-19 pandemic and its resulting impact on the global economy, the Company believes that there is increased uncertainty to input factors on fair value of our Level 3 investments, including revenue multiples, time to exit events and increased equity volatility.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

26.	Fair value of financial instruments<br><br>(Continued from previous page)
(c)	Measurement of fair values <br>(Continued from previous page)
---	---
(i)	Valuation techniques and significant unobservable inputs (Continued from previous page)
---	---

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

Type	Valuation technique	Significant unobservable<br>inputs	Inter-relationship between<br><br>significant unobservable<br>inputs and fair value
Investment portfolio:
Equities - Unlisted	•  Price of recent investments in the investee company<br> <br><br> <br>•  Implied multiples from recent transactions of the underlying investee companies<br> <br><br> <br>•  Offers received by investee companies<br> <br><br> <br>•  Revenue multiples derived from comparable public companies and transactions<br> <br><br> <br>•  Option pricing model	•  Third-party transactions<br> <br><br> <br>•  Revenue multiples<br> <br><br> <br>•  Balance sheets and last twelve-month revenues for certain of the investee companies<br> <br><br> <br>•  Equity volatility<br> <br><br> <br>•  Time to exit events	•  Increases in revenue multiples increases fair value<br> <br><br> <br>•  Increases in equity volatility can increase or decrease fair value depending on class of shares held in the investee company<br> <br><br> <br>•  Increases in estimated time to exit event can increase or decrease fair value depending on class of shares held in the investee company
Partnership interest and others	•  Adjusted net book value	•  Net asset value per unit<br> <br><br> <br>•  Change in market pricing of comparable companies of the underlying investments made by the partnership	•  Increases in net asset value per unit or change in market pricing of comparable companies of the underlying investment made by the partnership can increase fair value
Loan receivable – <br>non-current	•  Discounted cash flows: Considering expected prepayments and using management’s best estimate of average market interest rates with similar remaining terms.	•  Expected timing of cash flows<br> <br><br> <br>•  Discount rate 12%	•  Changes to the expected amount and timing of cash flow changes fair value<br> <br><br> <br>•  Increases to the discount rate can decrease fair value
Derivative financial assets	•  Option pricing model	•  Equity stock price and volatility	•  Increase in equity stock price and volatility will increase fair value

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

26.	Fair value of financial instruments<br><br>(Continued from previous page)
(c)	Measurement of fair values <br>(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, 2021 and 2020 and classified as Level 3:

	December 31,<br><br><br>2021			December 31,<br>2020
Balance of Level 3 investments, opening		18,291			20,691
Additions		3,555			150
Disposal		(9,272	)		—
Unrealized exchange loss		(90	)		(247	)
Realized gain on investment portfolio		4,120			—
Unrealized gain (loss) on investment portfolio		(301	)		(2,303	)
Balance of level 3 investments, end of period		16,303			18,291
(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, 2021	Adjusted market multiple (5% movement)		920		(920	)
December 31, 2020	Adjusted market multiple (5% movement)		937		(937	)

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

27.	Nature and extent of risk arising from financial instruments

Risk management policy

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

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counter-party to a financial instrument fails to meet its contractual obligations and arises primarily from the Company’s loans receivable. The maximum amount of credit risk exposure is limited to the gross carrying amount of the loans receivable disclosed in these 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 are unsecured. The Company develops underwriting models based on the historical performance of groups of customer loans which guide its lending decisions. To the extent that such historical data used to develop its underwriting models is not representative or predictive of current loan book performance, the Company could suffer increased loan losses.

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.

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Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

27.	Nature and extent of risk arising from financial instruments<br><br>(Continued from previous page)

The Company’s accounts payable and accruals are substantially due within 12 months. The maturity schedule of the Company’s credit facilities, debentures, and convertible debentures are described below. Management’s intention is to continue to refinance any outstanding amounts owing under the credit facilities and debentures and will consider the issuance of shares in lieu of amounts owing under the convertible debentures, in each case as they become due and payable. The debentures are subordinated to the credit facilities which has the effect of extending the maturity date of the debentures to the later of contractual maturity or the maturity date of credit facilities. See Note 14 for further details.

($000s)	2022		2023		2024		2025		2026		Thereafter
Commitments - operational
Lease payments		1,308		1,297		1,206		1,240		1,255		1,472
Trade payables		6,260		—		—		—		—		—
Accrued wages and other expenses		14,523		—		—		—		—		—
Interest – Credit facilities (Note 13)		3,644		3,644		3,644		1,822		—		—
Interest – Debentures (Note 14)		2,952		1,502		—		—		—		—
Purchase obligations		1,052		—		—		—		—		—
		29,739		6,443		4,850		3,062		1,255		1,472
Commitments – principal repayments
Credit facility (Note 13)		—		—		—		44,983		—		—
Debentures (Note 14)		2,705		19,717		18,953		—		—		—
		2,705		19,717		18,953		44,983		—		—
Total contractual obligations		32,444		26,160		23,803		48,045		1,255		1,472

F-5 8

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Table of Contents

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

27.	Nature and extent of risk arising from financial instruments<br><br>(Continued from previous page)

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.

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 facilities that bear interest fluctuating with LIBOR. The Credit facility does not have a LIBOR floor. As at December 31, 2021, LIBOR is 0.11% (December 31, 2020 – 0.34%). A 50-basis point change in LIBOR would increase or decrease credit facility interest expense by $225.

The debentures have fixed rates of interest and are not subject to interest rate risk.

Currency risk

Currency risk is the risk that changes in foreign exchange rates may have an effect on future cash flows associated with financial instruments. The Company is exposed to foreign currency risk on the following financial instruments denominated in U.S. dollars. A 5% increase or decrease in the U.S. dollar exchange rate would increase or decrease the unrealized exchange gain (loss) by $32,196.

(‘$000 in US$)	December 31,<br><br><br>2021			December 31,<br>2020
Cash		29,032			107
Investment portfolio		9,954			6,171
Derivative financial liabilities		(10,008	)		—
Debentures		(4,792	)		(5,105	)

Other price risk

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

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Table of Contents

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

28.	Equity
(a)	Share capital
---	---

The Company’s authorized share capital is comprised of an unlimited number of Common Shares with no par value and an unlimited number of preferred shares issuable in one or more series. The Board is authorized to determine the rights and privileges and number of shares of each series.

As at December 31, 2021, there are 76,390,043 Common Shares and no preferred shares issued and outstanding.

During the year ended December 31, 2021, the Company completed the sale of 1,524,759 Common Shares as part of an ATM arrangement conducted under a prospectus supplement to the Company’s base shelf prospectus dated December 5, 2019. After deducting transaction costs, the net proceeds to the Company was $16,804.

On February 24, 2021, the Company completed the sale of 5,346,536 Common Shares. The aggregate gross proceeds to the Company were approximately US $54,000

(CAD $67,718). After deducting transaction costs, the net proceeds to the Company were US $49,700

(CAD 62,833).

On December 13, 2021, the Company completed the sale of 6,111,112 Common Shares. The aggregate gross proceeds to the Company were approximately US $27,500

(CAD 35,175). After deducting transaction costs, the net proceeds to the Company were US $25,300

(CAD 32,555).

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Table of Contents

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

28.	Equity<br><br>(Continued from previous page)
(b)	Treasury share reserve
---	---

The treasury share reserve comprises the cost of Common shares held by the Company. At December 31, 2021, the Company held 303,816 of its own Common Shares in reserve (December 31, 2020 - nil).

(c)	Options

The Company has a stock option plan (the “ Plan ”) that provides for the granting of options to directors, officers, employees and consultants. The exercise price of an option is set at the time that such option is granted under the Plan. The maximum number of Common shares reserved for issuance under the Plan is the greater of i) 15% of the number of Common shares issued and outstanding of the Company and ii) 3,800,000 . As a result of a business combination with Difference Capital Financial Inc. completed on June 21, 2019, there are an additional options issued , which were granted pursuant to the Company’s prior stock option plan (the “ Prior Plan ”). As at December 31, 2021, there are 97,000 of these options outstanding that do not contribute towards the maximum number of Common Shares reserved for issuance under the Plan as described above.

Each option converts into one Common Share of the Company upon exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither 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<br><br><br>Outstanding<br><br><br>(000s)			WeightedAverageGrantDateFairValue	WeightedAverageExercisePrice	Options<br><br><br>Exercisable<br><br><br>(000s)		WeightedAverageExercisePrice
Balance, December 31, 2019		3,697					2,833
Options granted		1,988					—
Exercised		(276	)				—
Forfeited		(432	)				—
Balance, December 31, 2020		4,977					2,965
Options granted		5,410					—
Exercised		(810	)				—
Forfeited		(653	)				—
Balance, December 31, 2021		8,924					3,036

All values are in US Dollars.

The above noted options have expiry dates ranging from March 2029 to December 2029.

Options granted during the year ended December 31, 2021 include 1,260,000 performance-based options granted to employees where vesting of these options is dependent on certain performance criteria being met and 366,343 equity-settled share-based payment awards of the Company issued to employees of Moka in connection with the acquisition of Moka.

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Table of Contents

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

28.	Equity<br><br>(Continued from previous page)
(c)	Options <br>(Continued from previous page)
---	---

Options granted during the year ended December 31, 2021 include 17,500 options granted to non-employees (2020 - 150,000). These options measured at the fair value of corresponding services received, rather than using the Black-Scholes option pricing model.

On June 10, 2020, Mogo modified the exercise price of 1,394,425 outstanding options previously granted to its employees to $1.56. During the year ended December 31, 2020, the incremental modification expense arising from the repricing of these options was $397.

On December 23, 2021, Mogo modified the exercise price of 1,413,282 outstanding options previously granted to its employees to $4.42. During the year ended December 31, 2021, the incremental modification expense arising from the repricing of these options was $530.

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:

	For the<br>year ended<br>December 31,<br>2021		For the<br>year ended<br>December 31,<br>2020
Risk-free interest rate		0.58% - 1.46%		0.32% - 0.39%
Expected life		5 years		5 years
Expected volatility in market price of shares		84% - 87%		72% - 77%
Expected dividend yield		0%		0%
Expected forfeiture rate		15%		15%

These options generally vest either immediately or monthly over a three-four year period. On September 30, 2021, the Company granted performance-based stock options that vest monthly over a two year period starting January 1, 2022.

Total share-based compensation costs related to options, replacement awards, and RSUs for the year ended December 31, 2021 were $10,838 (2020 - $1,371). Refer to Note 24 for further details on replacement awards.

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Table of Contents

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

28.	Equity<br><br>(Continued from previous page)
(d)	Restricted share units
---	---

RSUs are granted to executives and other key employees. The fair value of an RSU at the grant date is equal to the market value of one Common Share. Executives and other key employees are granted a specific number of RSUs for a given performance period based on their position and level of contribution. RSUs vest fully after three years of continuous employment from the date of grant and, in certain cases, if performance objectives are met as determined by the Board of Directors.

When an RSU fully vests, the holder will receive a Common Share. The maximum number of shares which may be made subject to issuance under RSUs awarded under the RSU Plan is 500,000.

Details of outstanding RSUs as at December 31, 2021 are as follows:

	Number of<br><br><br>RSUs (000s)
Balance, December 31, 2019		141
Converted		(59	)
Expired		(5	)
Balance, December 31, 2020		77
Converted		(30	)
Expired		(5	)
Balance, December 31, 2021		42
(e)	Warrants
---	---
	Warrants<br><br><br>Outstanding<br><br><br>(000s)			WeightedAverageExercisePrice	Warrants<br><br><br>Exercisable<br><br><br>(000s)		WeightedAverageExercisePrice
---	---	---	---	---	---	---	---
Balance, December 31, 2019		1,196				598
Warrants granted		4,829				—
Warrants exercised		(990	)			—
Balance, December 31, 2020		5,035				4,386
Warrants granted		573				—
Warrants exercised		(3,618	)			—
Balance, December 31, 2021		1,990				1,757

All values are in US Dollars.

The 1,990,231 warrants outstanding noted above have expiry dates ranging from December 2022 to June 2025 and do not include the stock warrants accounted for as derivative financial liabilities discussed in Note 16.

On October 7, 2020, Mogo issued 4,479,392 Debenture Warrants to its debenture holders in connection with the debenture amendments approved on September 30, 2020, at an exercise price of $2.03 per Debenture Warrant. The Debenture Warrants are exercisable at any time until December 31, 2022. As at December 31, 2021, 3,617,737 Debenture Warrants (2020

–

990,427) with a cash proceed of $6,375 (2020 – $2,011) were exercised into Common Shares. Refer to Note 14 for additional details.

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Table of Contents

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

28.	Equity<br><br>(Continued from previous page)
(e)	Warrants <br>(Continued from previous page)
---	---

In connection with a marketing collaboration agreement with Postmedia Network Inc (“ Postmedia ”). dated January 25, 2016 and amended on January 1, 2018 and January 1, 2020 effective until December 31, 2022, Mogo issued Postmedia a total of 1,546,120 warrants, of which 1,312,787 have been exercised as at December 31, 2021 for cash proceeds of $1,696. The remaining warrants will vest in equal installments until December 31, 2022. Subsequent to an amendment entered into on June 3, 2020, the exercise price of the warrants was reduced to $1.29. Under the agreement, Postmedia also receives a quarterly payment of $263.

Warrants issued to investors are denominated in a currency other than the functional currency of the Company therefore do not meet the definition of an equity instrument and are classified as derivative financial liabilities. Refer to Note 16 for more details.

During the year ended December 31, 2021, the Company also issued 572,883 warrants in connection with broker services rendered on the offering.

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

	For the<br>year ended<br>December 31,<br>2021		For the<br>year ended<br>December 31,<br>2020
Risk-free interest rate		0.25%<br><br>-<br><br>0.95%		0.32% - 0.39%
Expected life		3 -<br><br>3.5 years		3.5 -<br><br>7 years
Expected volatility in market price of shares		93%<br><br>-<br><br>102%		50% - 77%
Expected dividend yield		0%		0%
Expected forfeiture rate		0%		0%

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Table of Contents

Mogo Inc.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2021 and 2020

29.	Cash flow changes from financing activities

Details of changes in financing activities for the year ended December 31, 2021 are as follows:​​​​​​​

						Non-cash<br> changes
	January<br>1,<br><br><br>2021		Cash<br><br><br>flows			Conversion/<br><br><br>Other			Foreign<br><br><br>exchange			Fair Value/<br>Amortization		December 31,<br><br><br>2021
Share capital		106,730		121,238			164,660			—			—		392,628
Lease liability		4,336		(660	)		272			—			—		3,948
Credit facility		37,644		7,339			—			—			—		44,983
Debentures		40,658		(2,053	)		(49	)		(14	)		1,252		39,794
Convertible debentures		8,751		—			(8,751	)		—			—		—
Total		198,119		125,864			156,132			(<br>1<br>4	)		1,252		481,353

Details of changes in financing activities for the year ended December 31, 2020 are as follows:

						Non-cash<br> changes
	January 1,<br><br><br>2020		Cash<br><br><br>flows			Conversion/<br><br><br>Other			Foreign<br><br><br>exchange			Fair Value/<br>Amortization		December 31,<br><br><br>2020
Share capital		94,500		2,568			9,662			—			—		106,730
Lease liability		5,208		(444	)		(428	)		—			—		4,336
Credit facility		76,472		(39,050	)		—			—			222		37,644
Debentures		44,039		(399	)		(3,175	)		(116	)		309		40,658
Convertible debentures		12,373		—			(4,265	)		—			643		8,751
Total		232,592		(37,325	)		1,794			(116	)		1,174		198,119

F-6 5

EX-99.2

Management’s<br> Discussion and Analysis

Exhibit 99.2

MOGO INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2021

DATED: MARCH 23, 2022

1 | Page

Management’s<br> Discussion and Analysis
Table of Contents
---	---	---
Caution Regarding Forward-looking Statements		4
Company Overview		5
Mission		5
Financial Outlook	8
COVID-19		8
Financial Performance Review		10
Non-IFRS Financial Measures		14
Liquidity and Capital Resources		29
Risk Management		33
Critical Accounting Estimates		34
Changes in Accounting Policies		34
Controls and Procedures		34

2 | Page

Management’s<br> Discussion and Analysis

MANAGEMENT’S DISCUSSION AND ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) is current as of March 23, 2022 and presents an analysis of the financial condition of Mogo Inc. (formerly Difference Capital Financial Inc. (“Difference”)) and its subsidiaries (collectively referred to as “Mogo” or the “Company”) as at and for the three months and year ended December 31, 2021 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, 2021. 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 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 has approved this MD&A after receiving the recommendation of the Company’s Audit Committee, which is comprised exclusively of independent directors, and the Company’s Disclosure Committee.

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

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

The Company’s continuous disclosure materials, including interim filings, audited annual consolidated financial statements, annual information form and annual report on Form 40-F can be found on SEDAR at www.sedar.com, with the Company’s filings with the United States Securities and Exchange Commission at www.sec.gov, and on the Company’s website at www.mogo.ca.

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 contribution, adjusted EBITDA and adjusted net loss to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. 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”.

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Management’s<br> 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 facilities, ability to protect, maintain and enforce its intellectual property, plans for and timing of expansion of its product and services, future growth plans, ability to attract new members and develop and maintain existing customers, ability to attract and retain personnel, expectations with respect to advancement of its product offering, competitive position and the regulatory environment in which the Company operates, anticipated trends and challenges in the Company’s business and the markets in which it operates, third‑party claims of infringement or violation of, or other conflicts with, intellectual property rights, the resolution of any legal matters, and the acceptance by the Company’s consumers and the marketplace of new technologies and solutions.

Forward-looking statements, including our financial outlook, are based on certain assumptions and analyses made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate and are subject to risks and uncertainties. Although we believe that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and we cannot assure that actual results will be consistent with these forward-looking statements. Our financial outlook is intended to provide further insight into our expectations for results in 2022 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.sedar.com and at www.sec.gov, which risk factors are incorporated herein by reference.

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

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Management’s<br> Discussion and Analysis

Company Overview

Mogo Inc., one of Canada’s leading financial technology companies, is empowering its 1.9 million members with simple digital solutions to help them get in control of their financial health while also making a positive impact with their money.  Through the free Mogo app, consumers can access a digital spending account with the Mogo Visa* Platinum Prepaid Card featuring automatic carbon offsetting, easily buy and sell bitcoin, get free monthly credit-score monitoring and ID fraud protection and access personal loans, and mortgages. Mogo’s new MogoTrade app offers commission-free stock trading that helps users make a positive impact with every investment and together with Moka, Mogo’s wholly owned subsidiary bringing automated, fully-managed flat-fee investing to Canadians, forms the heart of Mogo’s digital wealth platform. Mogo’s wholly owned subsidiary, Carta Worldwide, offers a digital payments platform that powers the next-generation card programs from innovative fintech companies in Europe, North America and APAC. To learn more, please visit mogo.ca or download the mobile app (iOS or Android).

Mission

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

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

Business Developments

•	On March 22, 2022, Mogo’s Board of Directors approved of a share repurchase program with authorization to purchase up to US$10 million of common shares in<br>the capital of Mogo (“Common Shares”).
•	In December 2021, Mogo announced the launch and phased roll out of our commission-free stock trading app (“MogoTrade”) following approval received from the Investment Industry Regulatory Organization of Canada<br>(“IIROC”).  MogoTrade is Canada’s only commission-free trading app with free real-time streaming quotes and marks Mogo’s entry<br>into Canada’s fast-growing market for commission-free trading. Throughout 2021, Mogo focused a substantial portion of technology and development resources into developing MogoTrade.
---	---
•	Between April and June 2021, Mogo acquired approximately 39% of Coinsquare Ltd. (“Coinsquare”), one of Canada’s leading digital asset trading platforms, along with certain option and warrant rights, for total consideration of approximately $110.2 million, comprised of $32.4 million in cash and the<br>issuance of 8.3 million Common Shares. The equity investment in Coinsquare is consistent with our belief in the disruptive capability of cryptocurrencies and its importance in a comprehensive digital wallet for the next generation of<br>Canadians.
---	---
•	Subsequent to year end, Mogo announced the formation of Mogo Ventures to manage Mogo’s growing portfolio of investments including its $103.8<br>million investment in Coinsquare, its existing $18.1 million portfolio and its $1.7 million investment in digital assets as at December 31, 2021.
---	---
•	In January 2022, Mogo announced a new strategic investment in NFT Trader, a Canadian company that operates a secure peer-to-peer OTC trading protocol for<br>non-fungible tokens (“NFTs”). Mogo’s initial investment is through a convertible note which, if converted, will represent a 25% interest in<br>NFT Trader. Mogo also has the option to acquire an additional 25% interest in NFT Trader through a secondary purchase of common shares from the founders within six months of the initial investment. This investment represents Mogo’s expansion<br>into the metaverse and commitment to developing a next-generation financial platform that will not only bridge the gap between traditional finance and decentralized finance, but tap into growth opportunities from the merging of the digital and<br>physical worlds.
---	---
•	In March 2022, Mr. Allan Smith, former executive at SoFi/Galileo, was appointed Head of Carta Worldwide, Mogo’s digital payments subsidiary. Mr. Smith<br>brings 15 years of global leadership experience in progressively demanding roles in Fortune 50 as well as hyper-growth SaaS and fintech companies. Most recently, Mr. Smith served as Senior
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Management’s<br> Discussion and Analysis
Director for fintech leader SoFi, where he led the people function across SoFi International and its subsidiary Galileo. Previously, he held multiple leadership roles with Amazon over a 7-year period of rapid growth.
---
•	In October 2021, Mogo announced the launch of ‘green’ bitcoin, an initiative which makes all bitcoin purchased on the Mogo platform climate<br>positive. For every bitcoin purchased through its platform, Mogo will plant enough trees to more than completely absorb the CO2 emissions produced by mining that bitcoin. Mogo has also partnered with certain merchants to offer its first of its kind<br>business rewards program that enables merchants to offer climate positive ‘green’ bitcoin rewards to their customers. The launch of ‘green’ bitcoin reaffirms Mogo’s commitment to being a leader in sustainable finances.
---	---
•	In September 2021, Mogo completed the acquisition of Fortification Capital Inc.<br>(“Fortification”), subsequently renamed to MogoTrade Inc, a Canadian registered investment dealer and a member of IIROC, for consideration<br>consisting of 75,000 Common Shares and cash of $1.1 million. The acquisition of Fortification brought the necessary licenses, registration and technology – including an order management system and market data processing – to accelerate<br>the development of MogoTrade.
---	---
•	In May 2021, Mogo completed the acquisition of Moka, one of Canada’s leading saving and investing apps, for approximately 5.0 million Common Shares. In<br>connection with the acquisition, Moka’s outstanding credit facility was also repaid in full with a $4.5 million cash payment. The acquisition increased Mogo’s member base by approximately 400,000 at the time of acquisition and brought<br>differentiated saving and investing products, along with the underlying technology platform and expertise to further broaden Mogo’s wealth offering.
---	---
•	On January 25, 2021, Mogo completed the acquisition of Carta Solutions Holding Corporation ("Carta"), a leader in digital payment solutions. The acquisition adds a business-to-business payments platform to the Company and significantly expands Mogo’s total addressable market by entering the global payments market<br>which is expected to reach $2.5 trillion by 2023. Carta’s issuing platform provides processing technology to industry leaders in Europe, Asia, and Canada, and recently announced expansion into the United States and Japan.
---	---
•	In January 2020, Mogo extended the term of our strategic marketing collaboration agreement with Canada’s premier news media company, Postmedia Network<br>Inc. (“Postmedia”), to January 2023. The agreement is expected to provide over $50 million of annual media value over the three-year extension<br>period.
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Financial Highlights

•	Mogo ended 2021 with $192.8 million of cash, investment portfolio, investment in associate and digital assets compared to $30.6 million for the year ended 2020.
•	Between December 2020 and December 2021, Mogo raised a total of approximately $113.3 million in aggregate net proceeds through the issuance of 12.9 million<br>Common Shares and warrants to purchase up to 5.8 million Common Shares.
---	---
•	In December 2021, Mogo announced amendments to its existing senior credit facility (the “Credit<br>Facility”) with funds managed by affiliates of Fortress Investment Group LLC. The amendments lower the effective interest rate from a maximum of 9% plus LIBOR with a LIBOR floor of 1.5% to 8% plus LIBOR with<br>no floor. In addition, the amendments increase the available loan capital from $50 million to $60 million and extend the maturity date by three years from July 2, 2022 to July 2, 2025.
---	---
•	Between January 2021 and April 2021, Mogo invested a total of $1.3 million in bitcoin and ether. This financial investment aligns with Mogo’s significant<br>product-development-related investments in Bitcoin over the last several years, including MogoCrypto.
---	---
•	In December 2020, we announced the early conversion of our convertible debentures with an aggregate principal amount outstanding of $8.7 million as at December<br>31, 2020. The early conversion was completed on January 11, 2021 and has resulted in a strengthened balance sheet and reduced interest expense going forward.
---	---

6 | Page

Management’s<br> Discussion and Analysis
•	In September 2020, the Company and its non-convertible debenture holders approved certain amendments to the terms of the debentures, effective July 1, 2020. The<br>amendments include a reduction in the average coupon interest rate, from approximately 14% to approximately 7%, the extension of the maturity date for 50% of the principal balance to January 31, 2023, and the remainder to January 31, 2024, and the<br>choice to settle principal and interest payments at the Company’s option either in cash or the Company’s shares. In connection with the amendment, the Company issued approximately 4.5 million Common Share purchase warrants to the<br>debenture holders.
---	---
•	In February 2020, Mogo sold the majority of our “MogoLiquid” loan portfolio to goeasy Ltd. for gross consideration of $31.6 million (the<br>“Liquid Sale”). In conjunction with the Liquid Sale, we repaid and extinguished the Credit Facility – Liquid, which had an outstanding balance<br>of $29.3 million as at December 31, 2019.
---	---

Financial Outlook

Based upon the growth opportunities we see across our businesses, our financial outlook is as follows:

-	We expect total revenues of $75 million to $80 million in fiscal year 2022.
-	We expect improving adjusted EBITDA as a percentage of revenue in the second half of fiscal year 2022.
---	---

7 | Page

Management’s<br> Discussion and Analysis

Impact of COVID-19 Pandemic

Daily Operations and Safety

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

Mogo employees continue to operate in a remote work environment established at the onset of the COVID-19 pandemic, and given the digital nature of our business, our customer experience has been and remains wholly unchanged. Given the ongoing uncertain situation regarding COVID-19, including the emergence of the Omicron variant towards the end of 2021, Mogo continues to monitor, evaluate, and adapt to developments as they unfold.

Cash Flow and Operating Expenses

In 2020, we decided to reduce growth expenditure and improve cash flow in three key areas: personnel costs, interest costs, and vendor management. Between Q1 2020 and Q3 2020, we reduced cash operating expenses by 48% from $9.7 million to $5.0 million, demonstrating our ability to quickly reduce discretionary growth spending if desired.

In 2021, in light of continued member growth and better than expected loan book performance since the start of the COVID-19 pandemic, we have not extended the measures taken in 2020 related to our COVID-19 response plan. As fintech adoption accelerates in Canada we have resumed growth expenditure in 2021 and plan to continue to invest in growth related initiatives including product development and marketing to drive continued member and revenue growth.

Digital Lending and Customer Support

Since Q2 2020, we experienced lower rates of customer default relative to historical levels. During the second half of 2021, we saw the gradual return to normalized pre-pandemic levels of default.

In the first half of 2020, we temporarily paused new on-balance sheet loan originations and introduced an enhanced employment and income verification framework to help identify higher risk loan applications. In the second half of 2020, we gradually returned to higher loan origination volumes, a trend which extended into 2021 where we returned to pre-pandemic levels.

Mogo worked closely with its customers to support them through this period of uncertainty, and in 2020 launched a Job Loss Action Plan for members, including payment programs for affected loan customers. As of December 31, 2021, none of our customers remain on any form of loan relief under this plan.

8 | Page

Management’s<br> Discussion and Analysis

Risk Management and Critical Accounting Estimates

The current outbreak of COVID-19 and any future emergence and spread of similar pathogens could have a material adverse effect on global and local economic and business conditions which may adversely impact our business and results of operations, and the operations of contractors and service providers. The overall economic impacts of COVID-19 could include an impact on our ability to obtain debt and equity financing or potential future decreases in revenue or the profitability of our ongoing operations.  This is an evolving situation, and the Company will continue to evaluate and adapt on an ongoing basis. Measures undertaken to contain the spread of the virus, such as vaccination campaigns, have succeeded in curbing outbreaks of the virus. These measures combined with less restrictive public health measures have provided an improving macroeconomic environment. However, the pandemic, fueled by more contagious variants, continues to pose a risk to the recovery. The extent of the impact that this pandemic may have on the Canadian economy and the Company’s business remains uncertain and difficult to predict. We will continue to revisit our judgements and estimates where appropriate in future reporting periods as economic conditions surrounding the COVID-19 pandemic continue to evolve.

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9 | Page

Management’s<br> 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, contribution^(1)^, adjusted EBITDA^(1)^, and adjusted net loss^(1)^.^^We evaluate our performance by comparing our actual results to prior year results.

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

					As at
	December 31,<br><br><br>2021		December 31,<br><br><br>2020		Percentage<br><br><br>change
Key Business Metrics
Mogo Members (000s)		1,852		1,126		64	%
(000s, except percentages)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
									Three months<br>ended
			December 31,<br><br><br>2020			Percentage<br>change			December 31,<br><br><br>2021			December 31,<br><br><br>2020			Percentage<br>change
IFRS Measures
Revenue	57,519		$	44,245			30	%	$	16,995		$	10,002			70	%
Subscription and services<br>revenue	34,408			19,114			80	%		10,701			4,560			135	%
Net loss	(33,209	)		(13,445	)		147	%		(29,625	)		(2,848	)		940	%
Other Key Performance Indicators(1)
Contribution	28,716			23,124			24	%		7,624			5,549			37	%
Adjusted EBITDA	(11,113	)		11,618		n/a				(3,656	)		1,054		n/a
Adjusted net loss	(33,051	)		(10,123	)		226	%		(9,749	)		(3,152	)		209	%

All values are in US Dollars.

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

10 | Page

Management’s<br> Discussion and Analysis

Mogo members

Our total member base grew to 1,852,000 members as at December 31, 2021 from 1,126,000 members as at December 31, 2020, representing an increase of approximately 64% or 726,000 net members of which approximately 400,000 came from the acquisition of Moka in Q2 2021. Quarter over quarter, net members increased by 86,000 in Q4 2021 as compared to a net member increase of 71,000 in Q3 2021. The growth in our member base reflects the continued adoption of our products by new members.

Revenue

Three months ended Q4 2021 vs Q4 2020

Total revenue was $17.0 million for the three months ended December 31, 2021, an increase of 70% compared to $10.0 million in the same period last year. This increase in revenue was driven by a $6.1 million increase in subscription and services revenue, resulting from a combination of new revenue streams from our acquisitions of Carta, Moka and Fortification in Q1 2021, Q2 2021 and Q3 2021, respectively, and growth in other Mogo products including MogoCard. In addition, there was a $0.9 million increase in interest revenue as the overall size of our loan portfolio has increased relative to the same period last year.

Year ended 2021 vs 2020

Total revenue was $57.5 million for the year ended December 31, 2021, an increase of 30% compared to $44.2 million in the same period last year. The increase in revenue was driven mainly by the increase in subscription and services revenues for the same reasons as above. This was offset by a $2.0 million decline in interest revenue driven primarily by the sale of a portion of our loan book in Q1 2020, and also partially due to slightly lower average receivables of the remaining core loan portfolio during the year ended December 31, 2021 relative to the same period last year.

Subscription and services revenue

Three months ended 2021 vs 2020

Subscription and services revenue increased to $10.7 million in the three months ended December 31, 2021, a 135% increase from $4.6 million in the same period last year. Subscription and services revenue now represents 63% of total quarterly revenue as compared to 46% in the same period last year.

The increase was driven by a number of factors including new revenue streams from our Carta, Moka and Fortification acquisitions in the year. Carta contributed new transaction-processing revenues and set-up revenues derived from its long-term payment-processing contracts, Moka contributed monthly subscription revenues from its savings and investing programs and Fortification contributed brokerage revenue from its direct-market-access program.

Subscription and services revenue increased further as a result of increased activity in Mogo’s non-loan products, in particular MogoCard which had a significant increase in transaction volumes relative to the same period last year.

Year ended 2021 vs 2020

Subscription and services revenue increased to $34.4 million for the year ended December 31, 2021, an 80% increase from $19.1 million in the same period last year. The increase was largely due to the same reasons described above related to the Carta, Moka and Fortification acquisitions and increased MogoCard activity. This was offset by a reduction in loan related subscription and service revenues resulting from both the sale of a portion of our loan book in Q1 2020.

11 | Page

Management’s<br> Discussion and Analysis

Net loss

Three months ended Q4 2021 vs Q4 2020

Net loss was ($29.6) million for the three months ended December 31, 2021, an increase in net loss of $26.8 million compared to ($2.8) million in the same period last year.

The variance is primarily attributable to a $22.0 million non-cash loss on revaluation of our derivative purchase warrants in Coinsquare, driven by recent broader market declines in crypto valuations. Furthermore, we had resumed investment in growth expenditures in 2021 as we focus on continuing to grow revenues and Mogo members in the remainder of the year. Specifically, we increased our marketing expenses by $2.2 million relative to the same period last year and hired additional personnel in support of key growth initiatives including the planned launch of MogoInvest and MogoTrade, and the expansion of Carta. Additionally, non-cash stock-based compensation expenses increased by $3.5 million relative to the same period last year. These increases in expenditures were offset by our share of income in Coinsquare of $5.1 million during the period.

Year ended 2021 vs 2020

Net loss was ($33.2) million for the year ended December 31, 2021, an increase in net loss of $19.8 million compared to ($13.4) million in the same period last year. The variance is primarily attributable to the increase in growth expenditure and non-cash stock-based compensation noted above. This was offset by a $18.1 million increase in revaluation gain as compared to the prior year. $11.3 million of this revaluation gain was primarily attributable to a change in the fair value of derivative stock warrants arising from a change in the Company’s share price. In addition, there was a $3.0 million revaluation gain on the Company’s investment portfolio in the current period arising largely from the previously announced gain on monetization of our investment in Vena in April 2021, as compared to losses on revaluation experienced in the year ended December 31, 2020 driven by the initial impact of COVID-19 on capital markets. $1.8 million of the 2021 revaluation gain is due to the net revaluation of Coinsquare warrants and other derivative assets during the year. This is comprised of a $23.8 million gain in Q2 and Q3 2021 partially offset by a $22.0 million loss on the Coinsquare warrants in Q4 2021.

Contribution^(1)^^^

Three months ended Q4 2021 vs Q4 2020

Contribution increased to $7.6 million for the three months ended December 31, 2021, an increase of 38% compared to $5.5 million in the same period last year. The overall increase is primarily driven by incremental contribution generated by a combination of acquisitions and organic growth during the year.

Year ended 2021 vs 2020

Contribution increased to $28.7 million for the year ended December 31, 2021, an increase of 24% compared to $23.1 million in the same period last year. The overall increase in contribution is attributable to the same factors above and a decrease in credit facility interest expense resulting from the extinguishment of the Credit Facility – Liquid during Q1 2020, reduction in the interest rate on the Credit Facility, and repayments of the Credit Facility.

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

12 | Page

Management’s<br> Discussion and Analysis

Adjusted EBITDA^(1)^^^

Three months ended Q4 2021 vs Q4 2020

Adjusted EBITDA was ($3.7) million for the three months ended December 31, 2021, a $4.8 million reduction compared to $1.1 million in the same period last year. The decrease in adjusted EBITDA was driven partially by the integration of acquisition Carta, Moka and Fortification and an increase in growth related marketing expenses in the three months ended December 31, 2021 compared to the same period last year. We also invested additional technology and development resources to support the launch of MogoTrade, which is rolling out in 2022. Further, we expanded our Carta sales and technology employee base to invest in the growth of Carta.

Negative adjusted EBITDA in large part is a result of the significant investment we’re making in products like MogoTrade that we believe will drive significant long-term growth. The strong underlying base profitability of our financial model was evidenced in 2020, when we achieved a strong positive adjusted EBITDA margin in both Q2 and Q3 2020. In 2021, the Company has turned its focus to investments that it believes will drive long-term member and revenue growth, although management has the flexibility to dial back these investments at any time, which have had a negative upfront impact on adjusted EBITDA.

Mogo believes that it has a unique opportunity to leverage its position as fintech adoption accelerates in Canada which is why it is focused on investing in its product and platform during this period. Specifically, we are investing in the development of our free-stock trading app, MogoTrade, along with investments to expand the total addressable market of Carta. Further, we have increased our focus on marketing spend, which includes refinements to our branding and messaging strategy and increased investment in marketing personnel and infrastructure, which we believe will drive future Mogo member growth at a more effective member acquisition cost.

As always, management will continue to assess its growth investments and adjust these when appropriate.

Year ended 2021 vs 2020

Adjusted EBITDA was a loss of ($11.1) million for the year ended December 31, 2021, a $22.7 million reduction compared to income of $11.6 million in the same period last year, driven primarily by the same reasons as noted above.

Adjusted net loss^(1)^

Three months ended Q4 2021 vs Q4 2020

Adjusted net loss was ($9.7) million for the three months ended December 31, 2021, an increase in adjusted net loss of $6.5 million compared to ($3.2) million in the same period last year. The decrease in adjusted net loss was attributed primarily to the same reasons noted above in the adjusted EBITDA variance.

Year ended 2021 vs 2020

Adjusted net loss was ($33.1) million for the year ended December 31, 2021, an increase in adjusted net loss of $23.0 million compared to ($10.1) million in the same period last year. The variance for the year was driven primarily by the reasons noted above in the adjusted EBITDA variance.

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

13 | Page

Management’s<br> Discussion and Analysis

Non-IFRS Financial Measures

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

We use non‑IFRS financial measures to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. We believe that securities analysts, investors and other interested parties frequently use non‑IFRS financial measures in the evaluation of issuers.

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

Contribution

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

The following table presents a reconciliation of gross profit to contribution for each of the periods indicated:

(000s)
				Three months<br>ended
		December 31,<br><br><br>2020		December 31,<br><br><br>2021		December 31,<br><br><br>2020
Gross profit	46,039		35,497		12,293		8,413
Less:
Customer service and operations<br>expense	13,214		6,179		3,588		1,855
Credit facility interest<br>expense	4,109		6,194		1,081		1,009
Contribution	28,716		23,124		7,624		5,549

All values are in US Dollars.

14 | Page

Management’s<br> Discussion and Analysis

Adjusted EBITDA

Adjusted EBITDA is a non-IFRS financial measure that we calculate as net loss before tax excluding depreciation and amortization, stock-based compensation, non-cash warrant expense, one-time provision for excise tax, credit facility interest expense, debenture and other financing expense and accretion related to debentures and convertible debentures, share of loss (income) in investment accounted for using the equity method, revaluation (gains) and losses and other non-operating (income) expenses. Adjusted EBITDA is a measure used by management and the Board to understand and evaluate our core operating performance and trends.

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

(000s)
						Three months<br>ended
			December 31,<br><br><br>2020			December 31,<br><br><br>2021			December 31,<br><br><br>2020
Net loss before tax	(33,441	)	$	(13,445	)	$	(29,885	)	$	(2,848	)
Depreciation and<br>amortization	12,736			8,414			3,682			1,614
Stock-based compensation	10,838			1,371			3,774			313
Non-cash warrant expense	845			670			145			108
One-time provision for excise<br>tax	—			24			—			144
Credit facility interest<br>expense	4,109			6,194			1,081			1,009
Debenture and other financing<br>expense	3,841			6,170			1,014			1,163
Accretion related to debentures and<br>convertible debentures	1,252			963			316			420
Share of loss (income) in investment<br>accounted for using the equity method	278			—			(5,076	)		—
Revaluation (gains) losses	(15,671	)		2,426			19,817			(1,647	)
Other non-operating expenses<br>(income)	4,100			(1,169	)		1,476			778
Adjusted EBITDA	(11,113	)		11,618			(3,656	)		1,054

All values are in US Dollars.

15 | Page

Management’s<br> 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, non-cash warrant expenses, one-time provision for excise tax, share of loss (income) in investment accounted for using equity method, revaluation (gains) and losses and other non-operating expenses (income). This measure differs from adjusted EBITDA in that adjusted net loss includes depreciation and amortization, credit facility interest expense and debenture and other financing expense, and thus comprises more elements of the Company’s overall net profit or loss. Adjusted net loss is a measure used by management and the Board to evaluate the Company’s core financial performance.

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

(000s)
						Three months<br>ended
			December 31,<br><br><br>2020			December 31,<br><br><br>2021			December 31,<br><br><br>2020
Net loss before tax	(33,441	)		(13,445	)		(29,885	)		(2,848	)
Stock-based compensation	10,838			1,371			3,774			313
Non-cash warrant expense	845			670			145			108
One-time provision for excise<br>tax	—			24			—			144
Share of loss (income) in investment<br>accounted for using the equity method	278			—			(5,076	)		—
Revaluation (gains) losses	(15,671	)		2,426			19,817			(1,647	)
Other non-operating expenses<br>(income)	4,100			(1,169	)		1,476			778
Adjusted net loss	(33,051	)		(10,123	)		(9,749	)		(3,152	)

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, MogoProtect, MogoCard, MogoMortgage, MogoCrypto, Moka services, our premium account subscription offerings, free credit score with free monthly credit score monitoring, unique content, or events. People cease to be Mogo members if they do not use any of our products or services for 12 months and have a deactivated account. Reported Mogo members may overstate the number of unique individuals who actively use our products and services within a 12-month period, as one individual may register for multiple accounts whether inadvertently or in a fraudulent attempt. Customers are Mogo members who have accessed one of our revenue generating products, including MogoMoney, MogoProtect, MogoCard, MogoMortgage, MogoCrypto, 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<br> Discussion and Analysis

Results of Operations

The following table sets forth a summary of our results of operations for the three month and year ended December 31, 2021 and 2020:

(000s, except per share<br>amounts)
						Three months<br>ended
			December 31,<br><br><br>2020			December 31,<br><br><br>2021			December 31,<br><br><br>2020
Total revenue	57,519		$	44,245		$	16,995		$	10,002
Cost of revenue	11,480			8,748			4,702			1,589
Gross profit	46,039			35,497			12,293			8,413
Technology and development	10,667			5,134			2,881			1,227
Marketing	16,474			4,807			4,375			2,185
Customer service and<br>operations	13,214			6,179			3,588			1,855
General and administration	17,642			8,453			5,250			2,344
Stock-based compensation	10,838			1,371			3,774			313
Depreciation and<br>amortization	12,736			8,414			3,682			1,614
Total operating expenses	81,571			34,358			23,550			9,538
(Loss) income from<br>operations	(35,532	)		1,139			(11,257	)		(1,125	)
Credit facility interest<br>expense	4,109			6,194			1,081			1,009
Debenture and other financing<br>expense	3,841			6,170			1,014			1,163
Accretion related to debentures and<br>convertible debentures	1,252			963			316			420
Share of loss (income) in investment<br>accounted for using the equity method	278			—			(5,076	)		—
Revaluation (gains) losses	(15,671	)		2,426			19,817			(1,647	)
Other non-operating expenses<br>(income)	4,100			(1,169	)		1,476			778
	(2,091	)		14,584			18,628			1,723
Net loss before tax	(33,441	)		(13,445	)		(29,885	)		(2,848	)
Income tax recovery	(232	)		—			(260	)		—
Net loss	(33,209	)		(13,445	)		(29,625	)		(2,848	)
Other comprehensive income:
Items that will not be reclassified<br>subsequently to profit or loss:
Unrealized revaluation gain on<br>digital assets	468			—			71			—
Items that are or may be<br>reclassified subsequently to profit or loss:
Foreign currency translation reserve<br>gain	457			—			126			—
Other comprehensive income	925			—			197			—
Total comprehensive loss	(32,284	)		(13,445	)		(29,428	)		(2,848	)
Contribution(1)	28,716			23,124			7,624			5,549
Adjusted EBITDA(1)	(11,113	)		11,618			(3,656	)		1,054
Adjusted net loss(1)	(33,051	)		(10,123	)		(9,749	)		(3,152	)
Net loss per share (Basic and<br>Diluted)	(0.53	)		(0.47	)		(0.42	)		(0.47	)

All values are in US Dollars.

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

17 | Page

Management’s<br> Discussion and Analysis

Key Income Statement Components

Total revenue

The following table summarizes total revenue for the three months and year ended December 31, 2021 and 2020:

(000s, except percentages)
							Three months<br>ended
		December 31,<br><br><br>2020		Percentage<br>change			December 31,<br><br><br>2021		December 31,<br><br><br>2020		Percentage<br>change
Subscription and services<br>revenue	34,408	$	19,114		80	%	$	10,701	$	4,560		135	%
Interest revenue	23,111		25,131		(8	)%		6,294		5,442		16	%
Total revenue	57,519		44,245		30	%		16,995		10,002		70	%

All values are in US Dollars.

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

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

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

Cost of revenue

The following table summarizes the cost of revenue for the three months and year ended December 31, 2021 and 2020:

(000s, except percentages)
							Three months<br>ended
		December 31,<br><br><br>2020		Percentage<br>change			December 31,<br><br><br>2021		December 31,<br><br><br>2020		Percentage<br>change
Provision for loan losses, net of<br>recoveries	7,540	$	8,334		(10	)%	$	3,088	$	1,441		114	%
Transaction costs	3,940		414		852	%		1,614		148		991	%
Cost of revenue	11,480		8,748		31	%		4,702		1,589		196	%
As a percentage of total<br>revenue	20%		20%					28%		16%

All values are in US Dollars.

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

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

Cost of revenue was $4.7 million for the three months ended December 31, 2021, an increase of $3.1 million compared to the same period last year. Cost of revenue was $11.5 million for the year ended December 31, 2021, an increase of 31% compared to $8.7 million in the same period last year. The increase in cost of revenue for the three months and year ended December 31, 2021 compared to same period last year is largely driven by the addition of transaction costs related to the acquisitions of Carta, Moka and Fortification in the year. Additionally, provision for loan losses decreased in the year ended December 31, 2021 relative to 2020, as a result of a release of incremental COVID-19 related provision in 2021 that had initially been recognized

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Management’s<br> Discussion and Analysis

in 2020, as well as a lower average balance of loan receivables in 2021 relative to 2020. In the three months ended December 31, 2020, provision for loan losses, net of recoveries, was $3.1 million compared to $1.4 million in the prior period, driven by a higher volume of loan originations in Q4 2021 relative to the comparative period, and a normalization of customer defaults back to pre-pandemic levels.

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

Technology and Development Expenses

The following table provides the technology and development expenses for the three months and year ended December 31, 2021 and 2020:

(000s, except percentages)
							Three months<br>ended
		December 31,<br><br><br>2020		Percentage<br>Change			December 31,<br><br><br>2021		December 31,<br><br><br>2020		Percentage<br>Change
Technology and development	10,667	$	5,134		108	%	$	2,881	$	1,227		135	%
As a percentage of total<br>revenue	19%		12%					17%		12%

All values are in US Dollars.

Technology and development expenses consist primarily of personnel and related costs of our product development, business intelligence, and information technology infrastructure employees. Associated expenses include third‑party data acquisition expenses, professional services, expenses related to the development of new products and technologies and maintenance of existing technology assets.

Technology and development expenses were $2.9 million for the three months ended December 31, 2021, an increase of $1.7 million compared to $1.2 million in the same period last year. Technology and development expenses were $10.7 million for the year ended December 31, 2021, an increase of $5.6 million compared to $5.1 million in the same period last year.

The increases are primarily due to increased personnel and development costs as we focus on accelerating key growth initiatives including the development of MogoTrade and MogoInvest, and also due to continued investment in the development of the Carta platform.

We believe that this investment in technology and development is critical in order to capitalize on opportunities that will strengthen Mogo’s product service offerings and drive long-term member and revenue growth. Specifically, these include investments in the development of MogoTrade and MogoInvest, enhancements to our MogoCard and MogoCrypto products, and the investment in Carta. We believe that these strategic investments are critical to unlocking and integrating the full potential of Mogo’s value proposition to consumers and will create a holistic and comprehensive user experience that positions us to drive long-term growth and user adoption.

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Management’s<br> Discussion and Analysis

Marketing Expenses

The following table provides the marketing expenses for the three months and year ended December 31, 2021 and 2020:

(000s, except percentages)
							Three months<br>ended
		December 31,<br><br><br>2020		Percentage<br>Change			December 31,<br><br><br>2021		December 31,<br><br><br>2020		Percentage<br>Change
Marketing	16,474	$	4,807		243	%	$	4,375	$	2,185		100	%
As a percentage of total<br>revenue	29%		11%					26%		22%

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), quarterly payments to Postmedia, public relations, promotional event programs and corporate communications.

Marketing expenses were $4.4 million for the three months ended December 31, 2021, an increase of $2.2 million compared to $2.2 million in the same period last year. Marketing expenses were $16.5 million for the year ended December 31, 2021, an increase of $11.7 million compared to $4.8 million in the same period last year. This is primarily driven by an increase in performance marketing spend as we accelerated our growth investment to increase the Mogo member base and associated revenues from Mogo products.

Customer Service and Operations Expenses

The following table provides the customer service and operations expenses (“CS&O”) for the three months and year ended December 31, 2021 and 2020:

(000s, except percentages)
							Three months<br>ended
		December 31,<br><br><br>2020		Percentage<br>Change			December 31,<br><br><br>2021		December 31,<br><br><br>2020		Percentage<br>Change
Customer service and<br>operations	13,214	$	6,179		114	%	$	3,588	$	1,855		93	%
As a percentage of total<br>revenue	23%		14%					21%		19%

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 were $3.6 million for the three months ended December 31, 2021, an increase of $1.7 million compared to $1.9 million in the same period last year. CS&O expenses were $13.2 million for the year ended December 31, 2021, an increase of $7.0 million compared to $6.2 million in the same period last year.

The variances in CS&O expense in the periods noted above are primarily attributable to the increase in customer support functions brought on through our recent acquisitions of Carta and Moka, as well as higher underwriting expenses and servicing costs arising from an increase in loan origination volume in the current year and quarter as compared to the same periods last year.

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Management’s<br> Discussion and Analysis

General and Administration Expenses

The following table provides the general and administration expenses (“G&A”) for the three months and year ended December 31, 2021 and 2020:

(000s, except percentages)
							Three months<br>ended
		December 31,<br><br><br>2020		Percentage<br>Change			December 31,<br><br><br>2021		December 31,<br><br><br>2020		Percentage<br>Change
General and administration	17,642	$	8,453		109	%	$	5,250	$	2,344		124	%
As a percentage of total<br>revenue	31%		19%					31%		23%

All values are in US Dollars.

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

G&A expenses were $5.3 million for the three months ended December 31, 2021, an increase of $3.0 million compared to $2.3 million in the same period last year. G&A expenses were $17.6 million for the year ended December 31, 2021, an increase of $9.1 million compared to $8.5 million in the same period last year. The increases in the periods noted above are primarily due to increased costs resulting from the acquisitions of Carta, Moka and Fortification and higher levels of fixed administrative overhead to support the addition of these businesses in the current year.

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, 2021, and 2020 were as follows:

(000s, except percentages)
									Three months<br>ended
			December 31,<br><br><br>2020			Percentage<br>Change			December 31,<br><br><br>2021			December 31,<br><br><br>2020			Percentage<br>Change
Stock-based compensation	10,838		$	1,371			691	%	$	3,774		$	313			1106	%
Depreciation and<br>amortization	12,736		$	8,414			51	%		3,682			1,614			128	%
	23,574		$	9,785						7,456			1,927
As a percentage of total<br>revenue	41	%		22	%					44	%		19	%

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. Stock-based compensation and depreciation and amortization are all non-cash expenses.

Stock-based compensation increased to $3.8 million in the three months ended December 31, 2021 compared to $0.3 million in the three months ended December 31, 2020 and increased to $10.8 million in the year ended December 31, 2021 from $1.4 million in the year ended December 31, 2020. The increases were driven by stock option grants issued to employees during the year.

Depreciation and amortization increased to $3.7 million in the three months ended December 31, 2021 compared to $1.6 million in the same period last year driven by the amortization of intangible assets recognized in the acquisition of Carta, Moka and Fortification. Depreciation and amortization increased to $12.7 million in the year ended December 31, 2021 from $8.4 million in the year ended December 31, 2020 for the same reason.

21 | Page

Management’s<br> Discussion and Analysis

Credit Facility Interest Expense

The following table provides a breakdown of credit facility interest expense for the three months and year ended December 31, 2021 and 2020:

(000s, except percentages)
							Three months<br>ended
		December 31,<br><br><br>2020		Percentage<br>change			December 31,<br><br><br>2021		December 31,<br><br><br>2020		Percentage<br>change
Credit facility interest<br>expense	4,109		6,194		(34	)%	$	1,081	$	1,009		7	%
As a percentage of total<br>revenue	7%		14%					6%		10%

All values are in US Dollars.

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

Credit facility interest expense increased to $1.1 million for the three months ended December 31, 2021 compared to $1.0 million for the three months ended December 31, 2020. Credit facility interest expense for the year ended December 31, 2021 was $4.1 million compared to $6.2 million in the same period of 2020, a decrease of $2.1 million or 34%. Credit facility interest expense as a percentage of total revenue decreased from 10% to 6% for the three months ended December 31, 2021, and from 14% to 7% for the year ended December 31, 2021.

The decrease in credit facility interest expense was driven by the extinguishment of the Credit Facility – Liquid during Q1 2020, a reduction in the interest rate on the Credit Facility to 10.5% from 14.5% effective July 2, 2020, further reduction in interest rate on the Credit Facility to 8.1% from 10.5% effective December 16, 2021, and repayments of the Credit Facility resulting in lower related interest payments.

Other Income and Expense

The following table provides a breakdown of other income and expense by type for the three months and year ended December 31, 2021 and 2020:

(000s, except percentages)
									Three months<br>ended
			December 31,<br><br><br>2020			Percentage<br>change			December 31,<br><br><br>2021			December 31,<br><br><br>2020			Percentage<br>change
Debenture and other financing<br>expense	3,841		$	6,170			(38	)%	$	1,014		$	1,163			(13	)%
Accretion related to debentures and<br>convertible debentures	1,252			963			30	%		316			420			(25	)%
Share of loss (income) in investment<br>accounted for using the equity method	278			—		n/a				(5,076	)		—		n/a
Revaluation (gains) losses	(15,671	)		2,426		n/a				19,817			(1,647	)	n/a
Other non-operating expenses<br>(income)	4,100			(1,169	)	n/a				1,476			778			90	%
Total other (income)<br>expense	(6,200	)		8,390		n/a				17,547			714			2358	%
As a percentage of total<br>revenue	(11	)%		19	%					103	%		7	%

All values are in US Dollars.

Total other (income) expense was $17.5 million for the three months ended December 31, 2021, an increase of $16.8 million compared to the same period last year. Total other (income) expense was ($6.2) million for the year ended December 31, 2021, an increase of $14.6 million compared to the same period last year. The change in total other (income) expense during the three months ended December 31, 2021 was primarily attributable to a $22.0 million non-cash loss on revaluation of our derivative purchase warrants in Coinsquare, driven by recent broader market declines in crypto valuations. This was slightly offset by revaluation gain on derivative Mogo stock warrants of $2.3 million, and our share of net income from our investment in

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Management’s<br> Discussion and Analysis

Coinsquare of $5.1 million. The change in total other (income) expense during the year ended December 31, 2021 was primarily attributable to the revaluation gain on derivative Mogo stock warrants of $11.2 million, investment portfolio gains of $3.0 million, and net gains on Coinsquare derivative purchase warrants of $1.8 million during the year ended December 31, 2021, as earlier gains on the Coinsquare warrants in Q2 2021 more than offset the Q4 2021 decline.

Debenture and other financing expense primarily consist of interest expense related to our non-convertible and convertible debentures and interest expense related to our lease liabilities resulting from the adoption of IFRS 16. Debenture and other financing expense decreased by 13% and 38% for the three months and year ended December 31, 2021, respectively, compared to the same periods last year. The decreases are primarily related to the amendments made to the terms of the debentures, effective July 1, 2020, resulting in the reduction in the average coupon interest rate, from approximately 14% to approximately 7%. Additionally, the convertible debentures were fully converted to equity in Q1 2021 and no longer contribute to debenture expense.

On April 16, 2021, Mogo completed its initial 19.99% strategic investment in Coinsquare. This transaction included (i) a right for Mogo to purchase additional Coinsquare common shares from existing shareholders, being the Call Option; (ii) a right for certain selling shareholders to require Mogo to purchase additional Coinsquare common shares (the “Put Option”) and; (iii) the issuance to Mogo of warrants to acquire additional Coinsquare common shares (the “Coinsquare Warrants”). In a separate transaction, on June 15, 2021, Mogo purchased additional common shares of Coinsquare from a selling shareholder which included a right for Mogo to purchase additional Coinsquare common shares under certain conditions (the “New Call Option”). The Call Option, the Put Option, the Coinsquare Warrants, and the New Call Option (collectively, the “Derivative Financial Instruments”) are accounted for as derivatives on Mogo’s balance sheet, revalued at each reporting period through profit and loss.

Revaluation (gains) losses for the three months ended December 31, 2021 of $19.8 million are primarily due to $22.0 million of loss on Derivative Financial Instruments driven largely by revaluation on our Coinsquare Warrants using a Black Scholes model as at December 31, 2021. Revaluation (gains) losses for the year ended December 31, 2021 of ($15.7) million include revaluation gains on the Coinsquare Warrants of $1.8 million arising from a revaluation gain of $23.8 million recognized in Q2 2021 offsetting the Q4 2021 loss. Changes in the value of our Coinsquare Warrants during the year ended December 31, 2021 were due to market transactions in Q2 2021 occurring subsequently to our initial acquisition of the Coinsquare Warrants implying a higher company valuation on Coinsquare relative to that as at the initial date of the transaction, partially offset by recent broader market declines in crypto valuations in the latter portion of 2021. Furthermore, there were net revaluation gains in our investment portfolio in 2021, contrasting net investment portfolio revaluation losses in 2020 driven primarily by the initial impact of COVID-19 on capital markets.

During the year ended December 31, 2021, Mogo completed two registered direct offerings of Common Shares and Common Share purchase warrants resulting in US$81.5 million of gross proceeds. By virtue of the warrants having an exercise price denominated in USD, different than Mogo’s functional currency, the warrants are classified as a derivative liability as opposed to equity on the balance sheet. During the three months and year ended December 31, 2021, the Company has recorded a fair value gain related to the derivative stock warrants of $2.3 million and $11.3 million respectively. If the exercise price of these warrants had been denominated in CAD, the warrants would have been classified as equity with no subsequent revaluations through profit and loss. As a result of these transactions, the portion of total transaction costs incurred with respect to the offerings that is proportionate to the fair value of the derivative liability as a percentage of the total USD $81.5 million proceeds was recognized to non-operating expenses during the respective periods. The portion of transaction costs from the offerings charged to non-operating expenses amounted to $0.7 million and $2.2 million for the three months and year ended December 31, 2021 respectively.

In the three months and year ended December 31, 2021, Mogo recorded equity pickup gains (loss) of $5.1 million and ($0.3) million respectively, from its share of Coinsquare’s comprehensive income (loss) in the respective periods. The $5.1 million equity pickup gain for the three months ended December 31, 2021 was driven mainly by Mogo’s share of certain non-operating investment gains recorded in the period by Coinsquare. In the year ended December 31, 2021, Mogo recorded an equity pickup loss of ($0.3) million as its share of equity pickup losses through the end of Q3 2021 partially offset the Q4 2021 gain described above. Coinsquare's total assets under management were approximately $688 million as at December 31, 2021.

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Management’s<br> Discussion and Analysis

Other Comprehensive Income and Loss

The following table provides a breakdown of other comprehensive income and loss by type for the three months and year ended December 31, 2021 and 2020:

(000s, except per share<br>amounts)
				Three months<br>ended
		December 31,<br><br><br>2020		December 31,<br><br><br>2021		December 31,<br><br><br>2020
Other comprehensive income:
Unrealized revaluation gain on<br>digital assets	468		—		71		—
Foreign currency translation reserve<br>gain	457		—		126		—
Other comprehensive income	925		—		197		—

All values are in US Dollars.

Total other comprehensive income was $0.2 million for the three months ended December 31, 2021. Total other comprehensive income was $0.9 million for the year ended December 31, 2021.

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

Unrealized revaluation gains on digital assets impacting other comprehensive income and loss for the three months and year ended December 31, 2021 are $0.1 and $0.5 million respectively. These gains and losses are due to change in the market prices of bitcoin and ether 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 denominated in a foreign currency. 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 exchange rates at the dates of the transactions. Foreign currency differences arising are recognized in other comprehensive income or loss.

Foreign currency translation reserve losses were $0.1 million for the three months ended December 31, 2021. Foreign currency translation reserve gains were $0.5 million for the year ended December 31, 2021. These gains are due to fluctuations in foreign currency exchange rates across the periods.

24 | Page

Management’s<br> Discussion and Analysis

Summary of Annual Results

The following table sets forth a summary of selected financial data derived from our financial statements for each of the three most recently completed financial years:

(000s, except percentages and per<br>share amounts)
			2020			2019			% change<br><br><br>2021 vs <br>2020			% change<br><br><br>2020 vs <br>2019
Financial Statement<br>Highlights
Total revenue	57,519		$	44,245		$	59,805			30	%		(26	)%
Net loss and comprehensive<br>loss	(32,284	)		(13,445	)		(10,825	)		140	%		24	%
Net loss per common share (Basic<br>and fully diluted)	(0.53	)		(0.47	)		(0.42	)		12	%		12	%
Total assets	393,867			104,468			151,098			277	%		(31	)%
Total liabilities	124,090			99,232			149,346			25	%		(34	)%
Non-IFRS Financial Measures(1)
Contribution	28,716			23,124			20,915			24	%		11	%
Adjusted EBITDA	(11,113	)		11,618			4,154			(196	)%		180	%
Adjusted net loss	(33,051	)		(10,123	)		(20,635	)		226	%		(51	)%

All values are in US Dollars.

The decrease in revenue from 2019 to 2020 is primarily related to previously announced Liquid Sale in Q1 2020 and discontinuation of bitcoin mining operations in Q3 2019. A lower average loan book size during 2020 also contributed to the revenue decrease as Mogo purposely levered down its balance sheet to minimize credit risk exposure in light of the COVID-19 pandemic. The increase in revenue from 2020 to 2021 is primarily related to a combination of new revenue streams from our acquisition of Carta, Moka and Fortification during the year and growth in other Mogo products including MogoCard.

The increase in net loss and comprehensive loss from 2019 to 2020 was driven primarily by a gain on acquisition of Difference Capital Financial Inc. that occurred in 2019 with no similar gain in 2020 offset by cash flow savings on operating expense and interest expense as a result of our cost reduction initiatives. The increase in net loss and comprehensive loss from 2020 to 2021 is primarily attributable to a resumed investment in growth expenditures in 2021 as we focus on continue to grow revenues and Mogo members during the year.

Changes in the Company’s total assets and total liabilities from 2019 to 2020 are primarily driven by the Liquid Sale, the reduction in fair value of investment portfolio as a result of COVID-19, the extinguishment of the Credit Facility – Liquid and paydowns on the Credit Facility – Other. The increase in the Company’s total assets and total liabilities from 2020 to 2021 is attributable to acquisitions of Carta, Moka and Fortification, investment in Coinsquare, resumption of loan originations and proceeds received as part of the Company’s financings during the year.

The increase in contribution from 2019 to 2020 is attributable to lower rates of customer default relative to historical levels and cost reduction initiatives due to COVID-19 during the last three quarters of 2020. The increase in contribution from 2020 to 2021 is primarily due to positive contribution from the acquisitions of Carta, Moka and Fortification during the year and a decrease in credit facility interest expense resulting from the extinguishment of the Credit Facility – Liquid during Q1 2020, reduction in the interest rate on the Credit Facility, and repayments of the Credit Facility. This was partially offset by the resumption of growth-related expenditures during the year.

The increase in adjusted EBITDA and adjusted net income from 2019 to 2020 is primarily attributable to cost reduction initiatives due to COVID-19 put in place for the last three quarters of 2020. The decrease in adjusted EBITDA and adjusted net income from 2020 to 2021 is driven by discretionary growth expenditures that management is incurring because we believe that they will drive favorable future returns on investment including long-term member and revenue growth.

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

25 | Page

Management’s<br> Discussion and Analysis

Selected Quarterly Information

(000s, except per share<br>amounts)
												2020
			Third<br><br><br>Quarter			Second<br><br><br>Quarter			First<br><br><br>Quarter			Fourth<br><br><br>Quarter			Third<br><br><br>Quarter		Second<br><br><br>Quarter			First<br><br><br>Quarter
Income Statement Highlights
Total revenue	16,996		$	15,439		$	13,665		$	11,420		$	10,002		$	9,774	$	10,559		$	13,910
Net (loss) income	(29,623	)		(9,813	)		9,045			(2,817	)		(2,849	)		1,019		(1,550	)		(10,065	)
Net (loss) income per common share<br>(basic)	(0.53	)		(0.14	)		0.14			(0.06	)		(0.09	)		0.04		(0.06	)		0.36
Net (loss) income per common share<br>(fully diluted)	(0.53	)		(0.14	)		0.13			(0.06	)		(0.09	)		0.04		(0.06	)		0.36
Non-IFRS Financial Measures(1)
Contribution	7,624			7,107			7,669			6,315			5,549			7,113		6,778			3,684
Adjusted EBITDA	(3,656	)		(3,438	)		(2,962	)		(1,066	)		1,052			4,825		5,197			544
Adjusted net loss	(9,749	)		(9,450	)		(10,981	)		(5,742	)		(3,152	)		157		(784	)		(6,340	)

All values are in US Dollars.

Key Quarterly Trends

We have experienced continued quarter over quarter revenue growth since Q3 2020, driven by continuous growth in our subscription and services revenue and increasing uptake in our broadening portfolio of products along with the addition of transaction processing revenues related to the acquisition of Carta and other subscription and service-based revenue related to the acquisition of Moka. Prior to Q3 2020, the decrease in revenues were primarily attributed to decreased loan originations at the onset of the COVID-19 pandemic and the Liquid Sale in Q1 2020.

Net income (loss) performed well from Q3 2020 to Q2 2021 relative to the prior periods due to a significant reduction in our operating costs during COVID-19. Net income (loss) during Q2 2021 and Q1 2021 was relatively better than 2019 and first quarter of 2020 driven by a $23.8 million fair value gain due to revaluation of derivative financial assets during Q2 2021 and a $5.3 million unrealized gain on our investment portfolio in Q1 2021. Net income (loss) during Q3 2021 and Q4 2021 decreased compared to prior quarters due to our resumed investment in growth expenses and revaluation loss recognized on derivative financial assets.

Adjusted EBITDA during the last four quarters decreased due to our resumed investment in growth expenses, for which there is a timing lag between expenditure and revenue growth. Adjusted EBITDA remained positive from the end of 2019 through 2020. The decline in Q1 2020 was primarily attributable to the initial upfront COVID-19 allowance recorded to loan loss provision expense in that quarter, based on our estimate of future losses that would result from worsening economic conditions associated with COVID-19. During Q2 2020 and Q3 2020, the improvement in Adjusted EBITDA is driven primarily by a dedicated plan implemented in late March 2020 to significantly reduce operating expenses, and strong loan book performance despite the COVID-19 pandemic.

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

26 | Page

Management’s<br> Discussion and Analysis

Key Balance Sheet Components

The following table provides a summary of the key balance sheet components as at December 31, 2021 and 2020:

(000s)		As at
		December 31,<br><br><br>2020
Cash and cash equivalent	69,208	$	12,119
Total assets	393,867		104,468
Total liabilities	124,090		99,232

All values are in US Dollars.

Total assets increased by $289.4 million during the year ended December 31, 2021. The increase is primarily due to $110.6 million of goodwill and other intangible assets related to the acquisitions of Carta, Moka and Fortification, $103.8 million related to our investment in Coinsquare, $7.9 million related to derivative financial assets representing the Coinsquare Warrants and $113.3 million of cash and cash equivalents related to equity raised in Q1 2021 and Q4 2021 offset by cash usage and investments made throughout the year.

Total liabilities increased by $24.9 million during the year ended December 31, 2021. The increase is primarily due to the $12.7 million derivative stock warrants recognized in connection with the USD denominated exercise price of warrants issued under the registered direct offerings in Q1 2021 and Q4 2021 and liabilities related to acquisitions partially offset by the conversion of convertible debentures in Q1 2021.

Loans receivable

The following table provides a breakdown of loans receivable as at December 31, 2021 and 2020:

(000s)			As at
			December 31,<br><br><br>2020
Gross loans receivable	65,645		$	56,113
Allowance for loan losses	(9,813	)		(8,886	)
Net loans receivable	55,832			47,227

All values are in US Dollars.

The gross loans receivable portfolio was $65.6 million as at December 31, 2021, an increase of $9.5 million compared to the balance as at December 31, 2020. The increase is primarily due to an increase in originations.

The following table provides a reconciliation of our loan loss allowance for the year ended December 31, 2021 and 2020:

(000s)			As at
			December 31,<br><br><br>2020
Allowance for loan losses, beginning<br>of year	8,886		$	16,020
Derecognition of allowance<br>associated with loan sale	-			(2,131	)
Provision for loan losses	8,476			9,451
Loans charged-off	(7,549	)		(14,454	)
Allowance for loan losses, end of<br>year	9,813			8,886

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 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

27 | Page

Management’s<br> Discussion and Analysis

at each reporting date. Changes in the provision for loan losses, net of recoveries, are recorded as a cost of revenue in the consolidated statement of operations and comprehensive loss.

The allowance for loan losses as a percentage of gross loans receivable improved from 15.8% as at December 31, 2020 to 14.9% as at December 31, 2021. As at December 31, 2021, the allowance still includes an incremental allowance in respect of potential future losses arising from COVID-19 as a result of the requirement under IFRS 9 to account for forward-looking indicators when determining the allowance. We believe that the COVID-19 related allowance is adequate to absorb any material shocks to the loan book as a result of COVID-19 conditions. It should be noted that this upfront COVID-19 related allowance has already been reflected in our provision for loan losses in the consolidated statements of operations and comprehensive loss. Refer to the “Cost of revenue” section above for further discussion of the impact of COVID-19 on the 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 the 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, 2021 include transactions with debenture holders that incur interest. The related party debentures balance as at December 31, 2021 totaled $322,000 (December 31, 2020 – $358,000). The debentures bear annual coupon interest of 8.0% (December 31, 2020 – 8.0%) with interest expense of $6,000 and $26,000 for the three months and year ended December 31, 2021, respectively (three months and year ended December 31, 2020 – $7,000 and $26,000 respectively). The related parties involved in such transactions were (i) a member of the family of Gregory Feller, a director and officer of the Company; (ii) David Feller, a director and officer of the Company; and (iii) key management personnel and members of their families. The debentures are ongoing contractual obligations that are used to fund our corporate and operational activities. In relation to the amendment to the terms of debentures on September 30, 2020, 35,831 warrants were issued to related parties with a fair value of $0.3 million.

On June 30, 2021, the Company acquired 1.3 million common shares of Tetra Trust Company from its associate Coinsquare for $1.3 million. As at December 31, 2021, this investment is valued at $1.3 million and is recorded within the investment portfolio. This related party transaction was made on terms equivalent to those that prevail in arm’s length transactions.

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.

28 | Page

Management’s<br> Discussion and Analysis

Liquidity and Capital Resources

The Company’s objectives when managing capital are to maintain financial flexibility in order to preserve its ability to meet financial obligations and continue as a going concern, and to deploy capital to provide future investment return to its shareholders. A detailed description of the Company’s approach to capital management and risk management policy for managing liquidity risk is outlined in Note 23 and Note 27 in the Company’s consolidated financial statements.

To date the Company has funded its lending and investing activities, expenses and losses primarily through the proceeds of its initial public offering which raised $50 million in 2015, subsequent issuances of Common Shares, convertible debentures, warrants, prior private placements of preferred shares, placements of debentures, credit facilities, and cash from operating activities. The Business Combination between the Company (formerly Difference Capital Financial Inc.) and Mogo Finance in the second quarter of 2019 also added to the Company’s capital resources and strengthened its financial position with an investment portfolio which the Company is actively seeking to monetize. The value of Mogo’s investment portfolio as at December 31, 2021 was $18.1 million. In the first quarter of 2020, the Company completed the Liquid Sale using the proceeds to extinguish its Credit Facility - Liquid. In order to support its growth strategy, the Company gives consideration to additional financing options including accessing the capital markets for additional equity or debt, monetization of our investment portfolio, increasing the amount of long-term debentures outstanding or increasing availability under existing or new credit facilities.

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

On December 31, 2019, we amended our Credit Facility. The amendments lowered the effective interest rate as of July 2, 2020 and extended the maturity date of the facility by two years from July 2, 2020 to July 2, 2022. The amendments also increased the available loan capital from $50 million to $60 million, though this was reduced back down to $50 million on a subsequent amendment effective June 29, 2020. In December 2021, we further amended our Credit Facility. The amendments lowered the effective interest rate from a maximum of 9% plus LIBOR to 8% plus LIBOR with no floor. In addition, the amendment increases the available loan capital from $50 million to $60 million and extends the maturity date by three years from July 2, 2022 to July 2, 2025.

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

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

During the year ended December 31, 2021, the Company issued to certain individual investors an aggregate of 11,457,648 Common Shares and received cash proceeds of approximately $113.3 million, net of agent commission. In a registered direct offering completed in February 2021, Mogo completed the issuance to the investors of unregistered warrants to purchase up to an aggregate of 5,728,824 Common Shares at any time prior to the date which is three and a half years following the date of issuance. A portion of the net proceeds from the offering was used to fund the cash component of the previously announced investment in Coinsquare with the remaining net proceeds used for general corporate and working capital purposes.

29 | Page

Management’s<br> 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, 2021 and 2020:

(000s)
						Three months<br>ended
			December 31,<br><br><br>2020			December 31,<br><br><br>2021			December 31,<br><br><br>2020
Cash (used in) generated from<br>operating activities before investment in gross loans receivable(1)	(12,563	)	$	10,153		$	(1,645	)	$	3,578
Proceeds from sale of loan<br>book	-			31,572			—			—
Cash (invested in) provided by loans<br>receivable	(17,081	)		2,080			(6,462	)		(2,396	)
Cash (used in) generated from<br>operating activities	(29,644	)		43,805			(8,107	)		1,182
Cash used in investing<br>activities	(39,594	)		(4,969	)		(2,965	)		(1,377	)
Cash provided by (used in) financing<br>activities	125,864			(37,134	)		34,887			2,459
Net increase in cash for the<br>period	56,626			1,702			23,815			2,264

All values are in US Dollars.

Net cash increase in the three months ended December 31, 2021 was $23.8 million compared to $2.3 million during the same period last year. Net cash increase in the year ended December 31, 2021 was $56.6 million compared to $1.7 million during the same period last year. The increase in cash flow during the three months ended December 31, 2021 is primarily due to the issuance of Common Shares for net proceeds of approximately $32.4 million offset by the resumption of growth expenditures, growth in loan originations and investments in our investment portfolio. The increase in cash flow during the year ended December 31, 2021 is primarily due to net cash inflow of $113.3 million from the issuance of Common Shares, $6.4 million related to proceeds from Common Shares issued from the exercise of warrants and $4.2 million from the sale of investment in Vena offset with cash flows related to our investment in Coinsquare and losses from operations.

Cash (used in) generated from 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 (used in) generated from operating activities before investment in gross loans receivable was a ($1.6) million outflow in the three months ended December 31, 2021 compared to $3.6 million inflow in the same period last year. Cash (used in) generated from operating activities before investment in gross loans receivable was a ($12.6) million outflow in the year ended December 31, 2021 compared to $10.2 million inflow in the same period last year. This variance is due to higher cash operating expenses primarily related to a return to growth investment and from our Carta, Moka and Fortification acquisitions during the year, as well as the timing of vendor payments creating negative cash flows from changes in working capital.

Cash (invested in) provided by loans receivable was a ($6.5) million outflow in the three months ended December 31, 2021 compared to ($2.4) million outflow in the same period last year. Cash (invested in) provided by loans receivable was a ($17.1) million outflow in the year ended December 31, 2021 compared to $2.1 million inflow in the same period last year. This was the result of management reducing net loan originations during the previous periods in light of the COVID-19 pandemic, sale of Liquid loan book in February 2020 and resumption of loan originations in during the year.

In the three months ended December 31, 2021, cash (used in) generated from operating activities was a ($8.1) million outflow, compared to $1.2 million inflow in the same period last year. In the year ended December 31, 2021, cash (used in) generated from operating activities was a ($29.6) million outflow compared to $43.8 million inflow in the same period last year. Variance is due to the reasons mentioned above.

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

30 | Page

Management’s<br> 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 in digital assets, cash invested in investment accounted for using the equity method, monetizations of our investment portfolio and cash (invested) acquired in a business combination. The cash flow may vary from period to period due to the timing of the expansion of our operations, changes in employee headcount and the development cycles of our internal‑use technology.

For the three months ended December 31, 2021, cash used in investing activities was a ($3.0) million outflow compared to a ($1.4) million outflow in the same period last year. For the year ended December 31, 2021, cash used in investing activities was a ($39.6) million outflow compared to ($5.0) million outflow in the same period last year. The increase for the three months ended December 31, 2021 compared to the same period last year is primarily due to an increase in capitalization of software development costs related to MogoTrade and investments made in our investment portfolio. The increase for the year ended December 31, 2021 compared to same period last year is primarily due to cash outflow of ($32.4) million related to investments in Coinsquare in Q2 2021.

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 provided by (used in) financing activities in the three and year ended December 31, 2021 was $34.9 million and $125.9 million inflow respectively compared to $2.4 million inflow and a ($37.1) million outflow respectively for the same periods last year. The inflow during the year is primarily from the issuance of Common Shares for proceeds of approximately $81.3 million in Q1 2021 and $32.4 million in Q4 2021. The outflow during the prior year is primarily related to the payoff of our Credit Facility – Liquid.

31 | Page

Management’s<br> Discussion and Analysis

Contractual Obligations

The following table shows contractual obligations as at December 31, 2021. Management will continue to refinance any outstanding amounts owing under the Credit Facilities or our long-term debentures as they become due and payable.

($000s)	2022		2023		2024		2025		2026		Thereafter
Commitments - operational
Lease payments		1,308		1,297		1,206		1,240		1,255		1,472
Trade payables		6,260		—		—		—		—		—
Accrued wages and other<br>expenses		14,523		—		—		—		—		—
Interest – Credit<br>Facilities		3,644		3,644		3,644		1,822		—		—
Interest –<br>Debentures		2,952		1,502		—		—		—		—
Purchase obligations		1,052		—		—		—		—		—
		29,739		6,443		4,850		3,062		1,255		1,472
Commitments – principal<br>repayments
Credit Facility		—		—		—		44,983		—		—
Debentures		2,705		19,717		18,953		—		—		—
		2,705		19,717		18,953		44,983		—		—
Total contractual<br>obligations		32,444		26,160		23,803		48,045		1,255		1,472

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 23, 2022, no preferred shares have been issued and the following Common Shares, and rights to acquire Common Shares were outstanding:

Class of Security	Number outstanding<br>(in 000s) as at March 23, 2022
Common shares		76,693
Stock options		8,900
Restricted share units		42
Common share purchase<br>warrants		1,990

32 | Page

Management’s<br> 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 consolidated financial statements for the year ended December 31, 2021.

Other risks

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, 2021 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 and/or issue debt.

33 | Page

Management’s<br> Discussion and Analysis

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, fair value of identifiable intangible assets acquired from business combinations, valuation of goodwill acquired in business combinations, which are described further in the notes to the Company’s consolidated financial statements for the year ended December 31, 2021.

Changes in Accounting Policies including Initial Adoption

During the year ended December 31, 2021, there were a number of changes in the Company’s accounting policies related to digital assets, revenue recognition, goodwill, foreign currency translation, foreign operations, investment tax credits and investment in associate. These accounting policies are described further in the notes to the Company’s consolidated financial statements for the year ended December 31, 2021.

Recent IFRS standards adopted in 2021

Certain other IFRS amendments and interpretations became effective on January 1, 2021, but do not have an impact on the consolidated financial statements of the Company. The Company has not adopted any standards or interpretations that have been issued but are not yet effective.

Controls and Procedures

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

Internal Controls over Financial Reporting

The Company’s internal controls over financial reporting (“ICFR”) are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company’s management is responsible for establishing and maintaining adequate ICFR for the Company. Management, including the CEO and CFO, does not expect that the Company’s ICFR will prevent or detect all errors and all fraud or will be effective under all future conditions. A control system is subject to inherent limitations and even those systems determined to be effective can provide only reasonable, but not absolute, assurance that the control objectives will be met with respect to financial statement preparation and presentation. The Company’s management under the supervision of the CEO and CFO has evaluated the design of the Company’s ICFR based on the Internal Control – Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.

As at December 31, 2021, management assessed the design and operating effectiveness of the Company’s ICFR and concluded that such ICFR is appropriately designed and operating effectively, and that there are no material weaknesses in the Company’s ICFR that have been identified by management. There have been no changes in the Company's ICFR during the period that have materially affected, or are likely to materially affect, the Company's ICFR.

34 | Page

EX-99.3

Exhibit 99.3

2021 Annual Information Form

MOGO INC.

2021 ANNUAL INFORMATION FORM

DATED: MARCH 23, 2022

1 | Page

2021 Annual Information Form

Table of Contents

Certain Interpretation Matters3

Cautionary Note Regarding Forward-Looking Statements3

Corporate Structure7

Name, Address, and Incorporation7

Intercorporate Relationships 8

Business Description8

General8

Product Development 11

Our Platform12

Sales and Marketing 13

Specialized Skill and Knowledge15

Competitive Conditions 15

Intangible Properties 15

Credit Facility 16

Employees17

Foreign Operations 17

General Development of the Business17

Current Financial Year – Recent Developments17

Three Year History 18

Risk Factors24

Dividends and Distributions38

Description of Capital Structure38

Market for Securities38

Trading Price and Volume38

Escrowed Securities and Securities Subject to a Contractual Restriction on Transfer40

Prior Sales41

Directors and Officers41

Name, Occupation and Security Holding41

Biographies42

Cease Trade Orders, Bankruptcies, Penalties or Sanctions44

Interests of Management and Others in Material Transactions44

Legal Proceedings and Regulatory Actions 45

Legal Proceedings 45

Regulatory Actions 45

Transfer Agents and Registrars45

Material Contracts45

Experts 46

Names of Experts 46

Interests of Experts 46

Information on the Audit Committee46

The Audit Committee's Charter46

Composition of the Audit Committee46

Relevant Education and Experience47

Audit Committee Oversight47

Pre-Approval Policies and Procedures47

External Auditor Service Fees (By Category)47

Additional Information48

Appendix A – Audit Committee Charter1

2 |

Page

2021 Annual Information Form

Certain Interpretation Matters

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. Amounts in this annual information form ("AIF") are stated in Canadian dollars unless otherwise indicated.

This AIF may refer to trademarks, trade names and material which is subject to copyright and 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 AIF 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 trademarks used in this AIF are the property of their respective owners.

This AIF is for the financial year ended December 31, 2021 and is dated March 23, 2022. Except where otherwise indicated, the information contained in this AIF is stated as of December 31, 2021.

Cautionary Note Regarding Forward-Looking Statements

This AIF may contain "forward-looking information" within the meaning of applicable securities laws in Canada and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended. Forward-looking information may relate to our future financial outlook and anticipated events or results and may include information regarding our financial position, business strategy, growth strategies, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects", "does not expect", "is expected", "scheduled", "estimates", "outlook", "intends", "anticipates", "does not anticipate", "believes", or variations (including negative and grammatical variations) of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances. This forward-looking information includes, among other things, statements relating to:

•	the Company's ability to navigate through<br>the COVID-19 pandemic and the overall economic impact of same;
•	the Company's expectations regarding its<br>revenue (including loan interest), expenses and operations, key performance indicators, provision for loan losses (net of recoveries) and delinquencies ratios;
---	---
•	the<br>Company's anticipated cash needs and its needs for additional financing, funding costs, and ability to extend or refinance any outstanding amounts under the Company's credit<br>facility;
---	---
•	the Company's ability to protect, maintain<br>and enforce its intellectual property;
---	---
•	third-party claims of infringement or violation of, or other conflicts with, intellectual<br>property rights;
---	---
•	the resolution of any legal matters;
---	---
•	the Company's plans for and timing of<br>expansion of its products and services;
---	---
•	the Company's future growth<br>plans;
---	---

3 |

Page

2021 Annual Information Form

•	the acceptance by consumers and the marketplace of new technologies and<br>solutions;
•	the Company's ability to attract new<br>members and develop and maintain existing members;
---	---
•	the Company's ability to attract and<br>retain personnel;
---	---
•	the Company's expectations with respect to<br>advancement of its product offering;
---	---
•	the<br>Company's competitive position and the regulatory environment in which the Company operates;
---	---
•	anticipated trends and challenges in the<br>Company's business and the markets in which it operates;
---	---
•	the Company's historical investment<br>approach, objectives and strategy, including its focus on specific sectors;
---	---
•	the structuring of its investments and its plans to manage its investments;<br>and
---	---
•	the Company's expectations regarding the<br>performance of certain sectors in which it has invested.
---	---

This forward-looking information and other forward-looking information are based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Given these assumptions, investors or users of this document should not place undue reliance on this forward-looking information. 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 elsewhere in this AIF, including risks related to:

•	the duration and impact of the COVID-19 pandemic;
•	disruptions in the credit markets;
---	---
•	an increase in member default rates;
---	---
•	our risk management efforts;
---	---
•	our limited operating history in an evolving industry;
---	---
•	our recent, rapid growth;
---	---
•	our history of losses;
---	---
•	our efforts to expand our market reach and product<br>portfolio;
---	---
•	changes in the regulatory environment or in the way regulations are<br>interpreted;
---	---
•	privacy considerations;
---	---
•	material changes to the interest rate charged to our members and paid to our<br>lenders;
---	---
•	our negative operating cash flow;
---	---

4 | Page

2021 Annual Information Form

•	our ability to access additional capital through issuances of equity and debt<br>securities;
•	the concentration of our debt funding sources and our ability to access additional capital<br>from those sources;
---	---
•	the financial covenants under our credit facility;
---	---
•	security breaches of members' confidential information;
---	---
•	a decline in demand for our products;
---	---
•	our products achieving sufficient market acceptance;
---	---
•	protecting our intellectual property rights;
---	---
•	claims by third parties for alleged infringement of their intellectual property<br>rights;
---	---
•	the use of open source software and any failure to comply with the terms of open source<br>licenses;
---	---
•	serious errors or defects in our software and attacks or security<br>breaches;
---	---
•	the reliability of our credit scoring model;
---	---
•	access to reliable third-party data;
---	---
•	our levels of indebtedness;
---	---
•	the adequacy of our allowance for loan losses;
---	---
•	exchange rate fluctuations;
---	---
•	our marketing efforts and ability to increase brand<br>awareness;
---	---
•	member complaints and negative publicity;
---	---
•	misconduct or errors by our employees and third-party service<br>providers;
---	---
•	our ability to collect payment on and service the loans we make to our<br>members;
---	---
•	our reliance on data centers to deliver our services and any disruption<br>thereof;
---	---
•	competition in our industry;
---	---
•	the reliability of information provided by our members;
---	---
•	our reliance on key personnel, and in particular, our<br>management;
---	---
•	competition for employees;
---	---
•	preserving our corporate culture;
---	---
•	risks related to litigation;
---	---

5 | Page

2021 Annual Information Form

•	earthquakes, fire, power outages, flood, and other catastrophic events, and interruption by<br>man-made problems such as terrorism;
•	volatility in the market price for our publicly traded<br>securities;
---	---
•	future sales of our securities by existing shareholders causing the market price for our<br>publicly traded securities to fall;
---	---
•	no cash dividends for the foreseeable future;
---	---
•	our trading price and volume declining if analysts publish inaccurate or unfavourable<br>research about us or our business;
---	---
•	risks related to operating in the cryptocurrency industry;<br>and
---	---
•	risks related to the Company's investment<br>portfolio including:
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o	investment risk;
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o	our ability to monetize the portfolio given investments in private issuers and illiquid<br>securities;
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o	foreign currency exposure if investments in the<br>Company's portfolio consist of securities denominated in foreign currencies;
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o	concentration of investments;
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o	there is no guaranteed return on the Company's<br>investments;
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o	intellectual property claims against issuers that the<br>Company invests in;
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o	the Company's portfolio may include securities of<br>issuers established in jurisdictions outside of Canada and the U.S.;
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o	some investments of the Company may be in markets that<br>are new and emerging;
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o	fluctuation in<br>net asset value and valuation of the Company's portfolio;
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o	non-controlling interests;
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o	trading costs; and
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o	the Company may<br>be limited in its ability to make follow-on investments and the dilution in the Company's holdings resulting from a failure to make such follow-on investments.
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If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking

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information, which speaks only as of the date made. The forward-looking information contained in this AIF represents our expectations as of the date of this AIF (or as the date they are otherwise stated to be made), and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws. All of the forward-looking information contained in this AIF is expressly qualified by the foregoing cautionary statements.

Corporate Structure

Name, Address, and Incorporation

The Company was incorporated by letters patent under the laws of Canada on January 14, 1972 under the name "Eskimo International Resources Limited." On August 17, 1972, the Company changed its name to "Natalma Mines Limited" by supplementary letters patent. The Company was continued under the Canada Business Corporations Act ("CBCA") by articles of continuance dated November 19, 1979. On May 4, 1983 the Company's name was changed to "Tonka Resources Inc.". The Company underwent several name changes between 1988 and 2013. On June 13, 2013, the Company changed its name to "Difference Capital Financial Inc." ("Difference").

On June 21, 2019, the Company completed a statutory plan of arrangement (the "Arrangement"), being a business combination with Mogo Finance Technology Inc. ("Mogo Finance"). In connection with the Arrangement, the Company was continued into British Columbia under the Business Corporations Act (British Columbia) (“BCBCA”) and changed its name to Mogo Inc. (referred to in this section as the "Combined Entity").

Under the Arrangement, Mogo Finance was amalgamated with a wholly-owned subsidiary of Difference and each Mogo Finance common share (each a "Mogo Finance Share") outstanding immediately prior to the Arrangement, other than Mogo Finance Shares held by Difference, was exchanged for one common share of the Combined Entity. On completion of the Arrangement, former Mogo Finance shareholders owned approximately 80% of the Combined Entity, on a fully diluted basis and the former directors of Mogo Finance made up a majority of the directors of the Combined Entity and the former officers of Mogo Finance became officers of the Combined Entity. In connection with the Arrangement, all of Mogo Finance's outstanding convertible securities became exercisable or convertible, as applicable, for common shares of the Combined Entity in accordance with the provisions thereof.

Common shares of the Combined Entity began trading on the Toronto Stock Exchange (the "TSX") under the trading symbol "MOGO" in place of the Difference common shares at the open of trading on June 25, 2019. In addition, the Combined Entity was treated as a successor in interest to Mogo Finance and, as such, the Combined Entity was listed on the Nasdaq Capital Market (the "Nasdaq") under the symbol "MOGO". Mogo Finance Shares were delisted from the TSX on the close of trading on June 24, 2019.

Mogo Finance was incorporated under the Company Act on August 26, 2003 as 675909 B.C. Ltd. and transitioned under the BCBCA on May 4, 2005. Mogo Finance's name was changed several times, the last of which occurred on June 1, 2012 when its name was changed from "Hornby Management Inc." to the current name, "Mogo Finance Technology Inc." Following the completion of the Arrangement, Mogo Finance became a wholly-owned subsidiary of the Company. The Arrangement was accounted for as a reverse acquisition of the Company by Mogo Finance under IFRS 3 - Business Combinations, and accordingly, beginning with the second quarter of 2019, the Company's financial statements, management's discussion and analysis and all other documents filed with securities commissions or similar authorities in each of the provinces and territories of Canada reflect the continuing operations of Mogo Finance.

Mogo's head office is located at 2100-401 West Georgia Street, Vancouver, British Columbia, V6B 5A1 and its registered office is located at Suite 1700, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8.

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Intercorporate Relationships

Mogo has a number of direct and indirect subsidiaries including Mogo Finance (wholly-owned), which operates Mogo’s digital account, mobile application, web application, free credit score monitoring, identity fraud protection, and prepaid Visa card, Moka Financial Technologies Inc. (“Moka”) (wholly-owned), which operates our round-up-and-save app, MogoTrade Inc. (wholly-owned), which operates our commission free stock trading platform, and Carta Solutions Holding Corp (“Carta”) (wholly-owned), which holds the Carta group of companies. Mogo Financial Inc. is a material subsidiary wholly-owned by Mogo Finance, was incorporated under the laws of the Province of Manitoba on September 10, 2003, and operates Mogo's online lending platform. Carta Financial Services Ltd. is a material subsidiary wholly-owned by Carta, was incorporated under the laws of the United Kingdom on November 28, 2007, and operates Carta’s European business.

Business Description

General

Mogo, one of Canada’s leading financial technology companies, is empowering its approximately 1.9 million members (“MogoMembers”) with simple digital solutions to help them get in control of their financial health while also making a positive impact with their money. Through the free Mogo app, consumers can access a digital spending account with Mogo Visa* Platinum Prepaid Card ("MogoCard"), the only card of its kind in Canada. The MogoCard makes it easy to develop better spending habits while doing good for the planet by planting a tree for every purchase. The Mogo app also enables you to easily buy and sell climate positive bitcoin ("MogoCrypto"), get free monthly credit score monitoring and free identity fraud protection ("MogoProtect"), and access flexible personal loans ("MogoMoney") and mortgages ("MogoMortgage"). Through its wholly-owned subsidiary MogoTrade Inc., Mogo is in the process of rolling out its commission free stock trading platform featuring free real-time stock quotes and real-time funding (“MogoTrade”). MogoTrade helps users make a positive impact with every investment, and together with Moka, Mogo’s wholly-owned subsidiary bringing automated, fully-managed flat fee investing to Canadians, forms the heart of Mogo’s digital wealth platform. Mogo's wholly-owned subsidiary, Carta, also offers a digital payments platform that powers the next-generation card programs from innovative fintech companies in Europe, North America, and APAC. To learn more, please visit mogo.ca or download the mobile app (iOS or Android).

MogoCard

The MogoCard is the first product of its kind designed to help Canadians get better control over their spending while having a positive social impact. The MogoCard is designed to help members learn to spend less than they earn in a convenient and engaging way through features such as instant transaction alerts with each purchase and real-time balance alerts delivered to members' phones. Since the launch of the MogoCard early in 2020, we provide Canadians with a way to help control and reduce their spending while also offsetting their carbon footprint. For every purchase made, Mogo’s tree planting partners plant one tree on the consumer’s behalf, absorbing approximately 500lbs of CO2, and members earn 50 “green” satoshi rewards (bits of bitcoin). This turns every purchase made on the MogoCard into climate action with a positive social impact. The MogoCard is Chip/Pin and Paywave enabled, members can transfer funds instantly from most bank accounts in Canada to their MogoCard directly through the Mogo app, and the MogoCard supports Apple Pay, Google Pay and Samsung Pay. Unlike other prepaid cards and most bank accounts, the MogoCard has no monthly fee, no risk of overdraft fees, and, unlike a regular credit card, using the MogoCard means there is no risk of interest charges or debt accrual. The MogoCard is currently available for order through the iOS or Android Mogo app to eligible MogoMembers that have passed identity verification. Other conditions apply.

Free Credit Score Monitoring

We believe that knowing your credit score is an important part of managing your financial health. When an individual opens an account with Mogo (a “MogoAccount”), they receive their Equifax credit score for free for 90 days. To

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continue to receive this service for free after 90 days, members can sign up and activate a MogoCard. Members will continue to receive their free credit score as long as they remain an active MogoCard user, or in the future, an active MogoCrypto or MogoTrade user. Members can also receive free monthly credit score updates (again, without impact to their credit score) and ongoing education on what impacts their credit score and how it can be improved.

MogoProtect

Even as data breaches become more common, most people do not realize they have been compromised until the damage is already done. Fraudsters can use stolen personal information to get a loan or mortgage, open bank accounts and more. All those fraudulent activities can have a negative impact on the financial health of Canadians. MogoProtect is a product within the MogoAccount that helps individuals protect themselves against identity fraud by monitoring their Equifax credit bureau daily for hard credit inquiries, which can be one of the earliest signs of identity fraud. Members receive a push notification and email within 24 hours of the inquiry being reported. If a member identifies any suspicious inquiries, Mogo will guide them through next steps to help stop fraudsters in their tracks. In July 2020, MogoProtect became the first free, mobile-first identity fraud protection product in Canada. When an individual opens a MogoAccount, they receive MogoProtect for free for 90 days. Members will continue to receive MogoProtect for free as long as they remain an active MogoCard user, or in the future, an active MogoCrypto or MogoTrade user.

MogoMoney

If you need to borrow money, do it responsibly. We’ve designed MogoMoney to provide an instant no-obligation, pre-approval decision which can be refreshed every 90 days. The pre-approval decision is determined based on our proprietary credit decisioning models. We leverage technology and data to simplify the user experience, and for some users that means a 100% automated loan experience. No dealing with documents or people, simply sign up and get your pre-approval, customize your loan to fit your needs, and digitally sign loan agreements. The money can be received within 30 minutes.

Our focus is on bringing the most relevant loan offers to our members and to do that we leverage our partner lending solution, which uses Mogo’s lending technology to originate loans powered by our lending partners. Through our partnership with goeasy, Mogo offers long-term unsecured installment loans for up to $15,000 with terms of up to 5 years and annual interest rates ranging up to 45.9%. In addition, through our referral arrangement with Lendful Financial Inc. (“Lendful”), Mogo provides consumers with access to personal loans from $5,000 to $35,000 with rates between 9.9% and 21.5%. Unlike a credit card that can take decades to pay off, these installment loans have fixed principal bi-weekly or monthly payments designed to achieve full principal repayment within 5 years or less. Mogo continues to offer its own unsecured open credit loan product for up to $3,500 at an annual interest rate of 47.42%. On eligible Mogo loans, where permitted by law, we offer a unique Level Up Program which includes giving members an opportunity to lower their rates through good payment history.

MogoMortgage

Working with some of Canada’s top mortgage lenders, Mogo brings a new level of transparency and convenience to the Canadian mortgage experience, and offers the best of both worlds: market-leading rates and the best digital mortgage experience in Canada. In 2017, Mogo won the Canadian Mortgage Award for Best Use of Mobile Technology. Our MogoMortgage solution is intended to simplify the mortgage experience with transparency around interest rates and the entire process of getting a mortgage. Members can apply anywhere with our quick and stress-free online mortgage application. Members enjoy low rates, ongoing guidance from our MogoMortgage team, and the ability to keep track of their mortgage with our digital dashboard after the mortgage funds. The Company is not a lender and therefore does not carry the mortgages on its balance sheet. Mogo earns revenue from brokerage fees.

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MogoCrypto

The MogoCrypto account, accessible through the free MogoAccount, offers a simple and trusted way for Canadians to add bitcoin to their financial holdings instantly from their mobile devices. Members are quoted a single price for bitcoin and are offered multiple payment options to make real-time purchases of bitcoin. Members can access the value of their holdings in real-time and receive push notifications of significant price changes. Members can sell at any time and withdraw funds into a Canadian bank account within a few days. We do not charge any funding or withdrawing fees. Unlike many other cryptocurrency platforms, we are transparent about our flat 1% buying and selling fee. MogoCrypto offers the world’s first climate-positive bitcoin, an initiative which makes all bitcoin purchased on the Mogo platform climate positive. For every bitcoin purchased through its platform, Mogo plants enough trees to completely absorb the CO2 emissions produced by mining that bitcoin —and then some.

Mogo partners with Coinsquare Ltd. (“Coinsquare”), a leading Canadian digital asset trading platform, to power the ability to buy and sell bitcoin for its members through MogoCrypto. While MogoCrypto currently only supports Bitcoin, Coinsquare provides digital asset traders with a proprietary trading platform engineered to deliver a robust, secure, and user-friendly interface for trading bitcoin, ethereum and other digital assets. Coinsquare holds 100% of Mogo’s customers’ bitcoin in trust for the benefit of such MogoMembers. In addition, all of Mogo’s corporately owned bitcoin and ethereum is held by Coinsquare for Mogo. Coinsquare uses Coinbase Custody, a New York chartered trust company registered with the New York Department of Finance for cold storage. Coinbase Custody maintains insurance coverage through a global syndicate of A XV/A+ rated insurers, including Lloyd’s of London.

MogoTrade

With the recent launch of MogoTrade, which is currently only available by invitation, Mogo is building out one of the leading digital wealth platforms in Canada. MogoTrade is the only commission free stock trading platform in Canada that also enables users to make a positive social impact with every investment. MogoTrade also features a transparent low-cost FX fee of only 0.75%, which is less than half of the industry average of 2%. Our world-class trading experience also features instant account funding up to $3,000 for free via Interac E-Transfer Request, a truly differentiated product in the Canadian market. Once a user’s account is funded, they can start trading stocks on the Nasdaq, TSX, TSX Venture Exchange and New York Stock Exchange, among others.

It is Mogo’s ultimate goal to help Canadians create a positive social impact as they strive for financial freedom. MogoTrade is available for download on the App Store and Google Play.

Bitcoin Rewards Program

In November 2020, Mogo launched the first of its kind Bitcoin rewards program (the “Bitcoin Rewards Program”) which provides eligible MogoMembers to receive rewards in the form of “green” satoshis (“Rewards”) for achieving certain milestones, or performing certain actions, like achieving “Rockstar” credit score status, using the MogoCard, taking out a MogoMortgage, or referring a friend to join Mogo. Instead of accumulating rewards that you can rarely use or have no cash value, this Bitcoin Rewards Program offers the potential of being able to appreciate in value and ties into Mogo's strategy of gamifying finances by making it fun and engaging and rewarding MogoMembers for good financial behaviour. All Rewards are subject to change. For the most up to date list of available Rewards, visit mogo.ca.

Moka

In May 2021, Mogo acquired Moka, Canada’s first round-up-and-save app. Since launching in July 2017 as Mylo, it has been downloaded by over 1,000,000 users and has over 10,000 5-star reviews. In July 2020, it rebranded from Mylo to Moka and expanded to France to give more people the opportunity to round up.

We believe everyone’s path to financial independence starts with long-term investing. Today, the Moka product allows our users to effortlessly save and invest with no prior investment knowledge by rounding up everyday

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purchases and investing the spare change into a fully managed investment portfolio. With a low, flat fee of just $3.99 per month for unlimited investing, compared to the 0.5% management fees charged by other investment platforms, Moka can help Canadians save hundreds of thousands on their investments over a long-term investment horizon. With no additional management fees or performance fees, Moka is a truly unique model in Canada and can offer this due to it’s sophisticated low-cost operating model with fractionalized fund ownership. There’s no minimum to get started and no fee to withdraw funds at any time. This plan includes automated saving features, unlimited tax-free investment accounts, socially responsible investing, Round Up to Give, and Perks, offering exclusive deals and cashback with popular brands. No matter their circumstances, Moka’s (human!) portfolio managers and unique financial tools help Canadians reach their financial goals with ease.

Currently Moka operates through the Moka app, available on the App Store and Google Play.

Mogo Ventures

In March 2022, Mogo announced the formation of Mogo Ventures to manage its existing investments in strategic partners and companies that support Mogo’s broader ecosystem. As of December 31, 2021, the Mogo Ventures portfolio is valued at approximately $124 million and includes:

•	A 39% stake in Coinsquare, one of Canada’s leading crypto<br>exchanges;
•	Investments in leading and emerging Web 3.0 platforms including Gemini, NFT Trader, and<br>Tetra Trust;
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•	Investments in gaming companies including Enthusiast Gaming (NASDAQ:EGLX) and Eleven<br>Gaming; and
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•	Investments in bitcoin and ethereum.
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Mogo Ventures will also manage the Company’s portfolio of legacy investments, including Hootsuite, Blue Ant Media and Alida, with a focus on monetizing these investments.

In connection with the formation of Mogo Ventures, Mogo has created an investment committee (the “Investment Committee”) consisting of Board members Michael Wekerle (Chair), Liam Cheung, and Greg Feller.

Carta

Carta is a digital payments software company which provides technology and services that enable financial technology companies, banks, and corporations to issue payment products to consumers via multiple channels, including physical, virtual and tokenized cards, as well as payment switching and routing services. Carta was founded in 2008 with a vision to build a modern issuer processing platform that could enable innovators around the globe to deploy a new wave of payment products. The Carta platform provides the infrastructure to help fintech and payments business build and manage their payment systems, and it supports prepaid, debit, and credit card issuer processing. Carta is certified as Visa and MasterCard processor with over 100 card programs across over 40 countries, and annual transaction volume of approximately $9 billion.

Product Development

We are a product‑focused company that is passionate about developing new and innovative financial products. Our CEO leads our product team and ensures that all products are aligned with both our brand and our mission to make it easy and engaging for consumers to get financially fit and live a more sustainable lifestyle. We value convenience, transparency and simplicity, and create financial products for everyday life that we ourselves would want to use. We constantly monitor member feedback and market trends, and strive to remain a market leader by continuing to optimize our user experience and value proposition. We expect to continue to invest heavily in enhancing our existing product offering, and in the development of new products.

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Our Platforms

Mogo Platform

We leverage our integrated ecosystem of financial products specifically to meet the nuanced needs of consumers, with a track record of providing a growing and innovative suite of products that address the full credit spectrum of consumers. All functions are designed and built as small services for ease of use and enhanced system reliability.

The Mogo platform is characterized by four key technology strengths:

•	Ease of Use. Having a member‑centric approach requires providing members with a high degree of<br>usability, facilitated by a positive member experience and self‑service. This objective transcends everything we do, beginning with the front‑end of Mogo's website, to the member's online<br>interaction with our product and MogoAccount pages. We look to promote self‑service through a secure portal called the MogoAccount. The MogoMember relationship<br>management environment, which is integrated within the MogoAccount, provides automated personalized communication via online chat, emails, text messages and phone calls. This includes upselling and cross‑selling options as well as product<br>status information in a streamlined and easy-to-use manner.
•	Automation. Ensuring a quick and appropriate decisioning process, 24/7, requires streamlining the process to avoid steps that are unnecessarily burdensome to the member. We view automation as an important<br>element of this, whether it is during the MogoAccount application process, which includes verification of employment, bank or phone data, as well as during all transactions, including loan funding and member payment processes. Our online<br>interactions with our members are enabled via website rendering on both desktop and mobile.
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•	Analytics‑Based. A key pillar of our platform is the integration of analytics into the transaction flow. By doing so, we believe we are able to derive unique insights into our operations and member experience.<br>Our data gathering processes combine both batch style data warehousing technology, and real‑time actionable intelligence. This enables real‑time credit, upsell and cross-selling opportunities, as well as a personalized experience and<br>data products. We believe that our data‑driven model facilitates and maximizes the sourcing of prospects, significantly increases product application completions, yields a higher conversion rate, and enables higher member retention and<br>collections performance.
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•	Plug‑&‑Play Functionality. We use standardized transaction interfaces to third‑party vendor technologies instead of customized integrations or offline/batch data synchronization. By designing our platform<br>architecture this way, we have the ability to rapidly evolve and expand our platform using the most advanced capabilities available in the market without significant investment. By way of example, our MogoCrypto offering, mortgage brokerage, card<br>ecosystem, fraud monitoring and credit risk functions all operate through plug‑&‑play interfaces to our enterprise vendors. Selection of these vendors is driven by their functional scope and the value we are able to derive via our<br>platform. We frequently review the capabilities and value of other or emerging technologies and are able to quickly replace or integrate existing or new providers into the platform as a result of this flexible<br>structure.
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The Mogo platform is integrated into all aspects of our business. The data that we generate through our various processes is monitored and allows us to continually refine and improve our business. This data plays a key role in our credit quality and marketing functions. Since we can correlate the performance of our products against these and other metrics, we are able to continuously improve the quality of our credit decisioning. Through the use of analytics, the data we collect also provides valuable marketing insight.

MogoTrade and Moka Platforms

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MogoTrade and Moka are built entirely in the cloud leveraging a mesh of in-house made microservices using RESTful Application Program Interfaces (“APIs”). Application data resides in both Canada as well as the United States. We rely on a vast list of third parties to ensure that customers are making financial decisions based on correct market information and market analysis.

The user interface that customers interact with is designed to minimize the amount of customer inquiries required to be fielded by operations. Trading for MogoTrade is facilitated through Fortification’s technology suite, which was acquired in 2021. Extensive amount of application functionality rides on previously made services used in other lines of business at Mogo such as ledger services, funds transfers, account creation, and account management. The platforms take into consideration future customer scaling requirements.

Carta Platform

The Carta offering is based on a hosted platform with data centers in North America and Europe with direct connectivity to global card payment networks – Visa and MasterCard (“Payment Networks”). The Carta platform maintains data compliance with Payment Card Industry Data Security Standards (PCI DSS Level 1), General Data Protection Regulation (GDPR), and regional and bank partner regulatory requirements.

Carta serves customers seeking to issue payment cards by offering platform connectivity to Payment Networks and client facing interfaces that allow management of the card programs. Carta’s customers access the platform through API and client administration portals, which are based on the API services. This allows for the real-time creation and modification of user accounts and issuing of 16 Digit Personal Account Numbers (PANs). The core of Carta’s platform is the authorization functionality. This functionality allows for real-time authorizations of transactions based on rules within the Carta platform. Additionally, clients can interact with the authorization flow by way of Carta’s delegated authorization service called Issuer Link. This provides clients an opportunity to apply business rules that go beyond standard processing rules.  This enables clients to have a higher level of spend control on each and every authorization and build out products and offerings not possible on legacy platforms.

Platform Maintenance

We maintain our platforms with 99 full‑time technology and credit risk analysis employees (credit risk, product, design, development, business intelligence, information technology and digital analytics) as of December 31, 2021, including employees of Carta.

Sales and Marketing

Mogo and Moka

Our marketing strategy aims to build the best digital financial brand in Canada, with innovative products designed to help our members improve their financial health and motivate them to stay in control of their finances. Mogo's brand and marketing strategy leverages compelling and creative content to inspire and motivate Canadians to sign up for Mogo to help them improve their financial lives. Mogo targets consumers who are looking for ways to take their money game to the next level.

Mogo uses an integrated marketing approach to create a consistent, seamless, multi-dimensional brand experience for our members. Our multi-touchpoint marketing strategy melds marketing tactics such as advertising, sales promotions, content creation, public relations, direct marketing, and social media.

The main pillars of Mogo’s integrated marketing approach are as follows:

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

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•	Brand Building Mass Marketing. Through our partnership with Postmedia, we leverage Postmedia's extensive distribution and reach, which currently includes 76% of<br>English-speaking Canadian adults across all of its platforms, to feature our brand and disruptive value<br>proposition. This increases awareness and interest in the Mogo brand and Mogo products.
•	Performance Marketing Channels. We effectively leverage performance marketing channels to reach people who have displayed an intent to purchase with highly optimized, data driven targeted ad<br>campaigns.
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•	Referrals. A key focus is on using low cost, "viral" activities such as referrals so Mogo members can share Mogo with their friends and relatives, increasing awareness and interest in our<br>products.
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•	Public Relations. Our public relations strategy is focused on building awareness of Mogo and our products and increasing brand awareness with the public, MogoMembers, and existing and potential investors.
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•	Social Media. We curate content tailored to the nuances and unique audiences of major social platforms, delivering messages about financial products and services, and also extending to topics<br>of interest. With this tactic, we achieve increased brand recognition and improved brand loyalty, higher conversion rates, higher brand authority, increased inbound traffic, reduced marketing costs, better search engine ranking, and improved<br>member insights.
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•	Content Marketing. We leverage content as a part of our overall marketing strategy, including featuring it in Postmedia, our blog, in the Mogo app, and through email.
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•	Email Marketing. We use this channel to nurture prospects with the goal of boosting conversion and maintaining effective communication with our members. Email also helps drive loyalty and retention as we often<br>deploy reactivation campaigns to target users that are well-positioned to but have not yet benefitted from our products.
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•	Partnerships. We maintain ongoing relationships with cost‑effective prospecting partners and build marketing partnerships with brands that target similar audiences or provide products and services<br>that apply to Mogo's target audience.
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•	Affiliate and Influencer Marketing. We partner with popular influencers and agencies to reach wider audiences across Canada. These partnerships leverage highly engaged followings on social media, such as Instagram and TikTok, to<br>accelerate the growth of Mogo’s own social media followings and to create brand relevance with disparate groups.
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Carta

Carta is a business-to-business (“B2B”) platform with sales and marketing activities targeted towards fintechs, banks, and other corporations seeking to issue payment cards.  Carta operates in Canada and around the globe, with sales and marketing activities delivered through industry generated lead activity, including channel partnerships, web and social lead generation, in-bound inquiries, and direct sales engagement.  Carta targets new fintech entrants that are seeking to offer innovative card products that require enabling card issuer processing

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technology, as well as established card issuers and businesses that operate on legacy platforms and are seeking to innovate and expand their existing card business.

Specialized Skill and Knowledge

As of December 31, 2021, Mogo had 350 team members, including Carta. With nearly twenty years of operating experience, we have developed strong competencies across multiple disciplines. In addition to software developers, designers, data scientists, product managers, sales representatives, and marketers, we have all the traditional roles of a financial services provider including credit risk, finance, customer experience, operations, governance, legal and compliance. Our entire team contributes to transforming the traditional financial services experience by delivering a digital suite of innovative financial products. Our future success partly depends on our continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees who share Mogo's passion for innovation through our products, platforms, and brands.

Competitive Conditions

Mogo

The financial services market continues to undergo dramatic changes. Our competitors include traditional financial institutions such as banks, credit unions, credit card issuers, other financial technology companies, other consumer finance companies, online lenders, mortgage brokerages, and new market entrants. Given our wide spectrum offering, we do not believe that we have any competitors that offer our complete solution online. However, we do compete with various financial services companies in each of our main products including large Schedule I banks such as TD Canada Trust, Scotiabank, Royal Bank of Canada, Simplii Financial, Canadian Imperial Bank of Commerce, and Bank of Montreal, credit unions such as Meridian Credit Union and Coast Capital Savings Federal Credit Union, consumer credit companies such as Capital One, Fairstone Financial Inc., goeasy Ltd. and Progressa, credit monitoring companies like Credit Karma and Equifax, mortgage brokerages like intelliMortgage, and cryptocurrency exchanges like Coinsquare. Other financial technology competitors include Wealthsimple, Credit Karma Inc., PayPal, Stack, and Koho.

We believe our innovative online and digital Mogo platform and process automation enable us to operate more efficiently, with more competitive rates and higher customer satisfaction than these competitors. We expect that new and established internet, technology, and financial services companies, some of whom may possess large, existing customer bases, substantial financial resources and established distribution channels, may enter the market in the future. We believe that our strong brand (enhanced via our Postmedia partnership), scale, nearly twenty years of historical data, talented and diverse team, and performance record provide us with significant competitive advantages over current and future competitors.

Carta

As an issuer processor, Carta operates in a competitive market landscape that includes established legacy processing platforms as well other modern platforms. Legacy processing platforms, including TSYS, FISERV, FIS, and others historically emerged as an outsourcing of traditional bank credit and debit card processing functions and grew to become incumbent players in the payment card market.  Often these platforms are based on legacy technology and were not designed to support the complex and dynamic requirements of modern fintech card issuing ecosystem. Carta’s technology platform was designed specifically to address these requirements and as new fintechs enter the market and achieve scale, and as established banks seek to innovate, Carta is well positioned to claim market share from large legacy providers.

As Carta competes against other modern issuer processors, the business leverages product differentiation, service level, pricing models, and partnership engagement to effectively compete in the market. Modern issuer processing platform competitors include Marqeta, Galileo, i2c, and GPS. In some markets, Carta may also face competition from large fintech platforms such as Stripe, Adyen and Checkout.com, whose core business is not issuer processing

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but may be expanding to more directly compete with Carta. Competitive dynamics vary across countries and regions where Carta operates as well as within industry verticals, and Carta’s B2B sales and marketing approach follows a model that is tailored to optimize growth within target market segmentation.  Carta’s advanced technology platform, delivery, and support organization and partner engagement model provide a strong competitive offering that allows Carta to win against a range of competitors.

Intangible Properties

In accordance with industry practice, we protect our proprietary rights through a combination of copyright, trademark, trade secret laws, and contractual provisions. The source code for our software is protected under Canadian and applicable international copyright laws. We currently have no issued patents or pending patent applications.

We also seek to avoid disclosure of our intellectual property and proprietary information by requiring employees and consultants to execute non‑disclosure and assignment of intellectual property agreements. Such agreements require our employees and consultants to assign to us all intellectual property developed in the course of their employment or engagement. We also use non‑disclosure agreements to govern interaction with business partners and prospective business partners and other relationships where disclosure of proprietary information may be necessary.

Our software includes software components licensed from third parties, including open-source software. We believe that we follow industry best practices for using open-source software and that replacements for third‑party licensed software are available either as open source software or on commercially reasonable terms.

We have registrations for various trademarks in Canada, including "Mogo", the Mogo logo, "Breaking Debt", "Level Up", "Uncreditcard Your Life", "Finances With Benefits", "MogoMortgage", and "Rule Your Finances", "Mogo Financial", "MogoMoney", "MogoCrypto", “Carta”, “Carta Worldwide”, and we have pending applications for others including "MogoSpend", "MogoWealth", "MogoProtect", “MogoTrade”, “MogoInvest” and the M Logo. We have trademark registrations in the United States for "Mogo", “Carta”, and “Carta Worldwide”. We have a trademark registration in the UK and EU for “Carta”, “Carta Worldwide”, “Carta Token Processing Appliance (TPA)”, “Moka”, and “Moka Money”. We have registered and maintain the registration of a variety of domain names that include "Mogo" or variations of "Mogo", “Moka” or variations of “Moka”, as well as cartaworldwide.com.

The enforcement of our intellectual property rights depends on any legal actions against any infringers being successful, but these actions may not be successful or may be prohibitively expensive, even when our rights have been infringed.

Credit Facility

As of December 31, 2021, the Company had one credit facility outstanding: the amended and restated revolving credit and guarantee agreement dated as of July 16, 2019, as amended (the "Credit Facility"), which is used to finance the Company's non-installment loan products. As of the date hereof, the Credit Facility remains outstanding.

In December 2021, the Company amended the Credit Facility. The amendments lowered the effective interest rate from a maximum of 9% plus LIBOR with a LIBOR floor of 1.5% to 8% plus LIBOR with no floor. In addition, the amendments increased the available loan capital from $50 million to $60 million and extended the maturity date by three years from July 2, 2022 to July 2, 2025. At December 31, 2021, there was $44,983,000 drawn on the Credit Facility.

The Credit Facility is subject to certain covenants and events of default, including the following:

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

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•	Portfolio performance covenants that may include, among others, requirements that the portfolio not exceed certain stated static pool default ratios and<br>delinquency rates and that the loan yield not be less than stated minimum levels.
•	Other events that may include, among others, change of control events, certain<br>insolvency-related events, events constituting a servicer default, an inability to engage a replacement backup servicer following termination of the current backup servicer, senior management changes, the occurrence of an event of default or<br>acceleration under other facilities, failure to make required payments or deposits, events related to the entry of an order decreeing dissolution that remains undischarged, events related to the entry or filing of judgments, attachments or certain<br>tax liens that remain undischarged, and events related to breaches of terms, representations, warranties or affirmative and restrictive covenants. Restrictive covenants may, among other things, impose limitations or restrictions on our ability to<br>pay dividends, redeem our stock, make payments in order to retire or obtain the surrender of warrants or options, or our ability and of the guarantors thereunder to incur additional indebtedness, pay dividends, make investments, engage in<br>transactions with affiliates, sell assets, consolidate or merge, make changes in the nature of the business, and create liens.
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•	Early termination fees that may be payable under the credit facility in the event of a termination or other permanent reductions of the credit commitments at the Company's option prior to the expiration of the credit facility.
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The Company is in compliance with these covenants. Interest expense on the Credit Facility is included in credit facility interest expense in the consolidated statements of operations and comprehensive loss. Management routinely reviews and renegotiates terms, including interest rates and maturity dates, and expects to continue to refinance the Credit Facility as it becomes due and payable.

Employees

Functional<br> Area	Number<br> of Full-time<br>Employees	Number<br> of Part-time Employees
Technology &<br>Development	135	0
Customer<br>Service & Operations	124	2
General and<br>Administrative	70	4
Marketing	15	0

As of December 31, 2021, we had 344 full-time employees and 6 part-time employees across the following functional areas, including Carta:

Foreign Operations

Despite being founded in Canada, Carta has historically focused on the European market because its founders recognized the advancements happening there with respect to payments products. Carta now operates card programs in over 40 countries. A substantial portion of Carta’s 2021 revenues were derived from its operations in Europe and Asia.

General Development of the Business

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Mogo has continued its evolution into the most comprehensive consumer financial health app and digital wallet in Canada with a series of strategic and financial initiatives throughout 2021 and early 2022 as described in more detail below.

Current Financial Year – Recent Developments

In 2022 year-to-date, Mogo:

•	Formed Mogo Ventures. In March 2022, we formed Mogo Ventures to manage Mogo’s growing portfolio of investments. See “Business<br>Description – General – Mogo Ventures”.
•	Invested in NFT Trader. On January 11, 2022, Mogo announced a strategic investment in NFT Trader. Mogo’s initial investment is through a convertible note which, if converted, will represent a 25% interest in NFT<br>Trader. Mogo also has an option to acquire an additional interest in NFT Trader through a secondary purchase from the founders of NFT Trader of 25% within six months of the initial investment. Mogo is entitled to appoint one director to NFT<br>Trader’s board of directors and has been granted a pro-rata right for any future offerings of securities by NFT Trader, along with a right of first refusal over any transfers of securities by NFT Trader’s<br>founders.
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•	Appointed Allan Smith as Mogo's Chief People Officer and Head of Carta.<br>Allan Smith joined Mogo as Chief People Officer in January 2022 and was appointed as Head of Carta in March 2022. Allan Smith brings 15 years of global leadership experience in<br>progressively demanding roles in Fortune 50 as well as hyper-growth SaaS and fintech companies, including SoFi and its subsidiary Galileo and Amazon.
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Three Year History

In 2021, Mogo:

•	Converted our Convertible Debentures (TSX:MOGO.DB) into Common Shares effective January 11, 2021. This early conversion was intended to simplify Mogo's capital structure as Mogo continued to transition back into growth mode.
•	Acquired Carta. On January 25, 2021, Mogo completed its acquisition of 100% of the issued and outstanding securities of Carta in exchange for the issuance of 10,000,000 Common Shares (the "Carta Transaction"). The Carta Transaction was completed pursuant to a plan of arrangement under the CBCA,<br>upon the terms and conditions of the definitive arrangement agreement between Mogo and Carta dated November 17, 2020 (the "Carta Arrangement Agreement"). Pursuant to the Carta Arrangement Agreement, the 10,000,000 Common Shares (the "Consideration<br>Shares") were issued to an intermediary limited partnership in which the former holders of Carta securities are limited partners (the "Limited Partners"). The distribution of the Consideration Shares took place on July 25, 2021. Upon<br>completion of the Carta Transaction, Carta became a wholly-owned subsidiary of Mogo. See “Business Description – General – Carta”.
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•	Appointed New Board Member. In connection with the Carta Transaction and concurrent with closing, Mogo appointed Christopher Payne, Carta's lead director, to Mogo's board of directors (the “Board”).
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•	Announced Carta's expansion into Japan and the United States. On February 4, 2021, Mogo announced Carta’s expansion into the Japanese market, and on February 18, 2021, we announced its expansion into the U.S.<br>market.
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•	Announced Carta partnership with LendingClub Bank. Carta debit card issuance was enabled in partnership with LendingClub Bank on April 8, 2021. LendingClub Bank is the first digital marketplace bank in the U.S. providing a full complement of accounts and services to meet the banking needs of consumers and businesses<br>nationwide.
•	Announced Carta’s Visa Ready Certification. On May 20, 2021, Carta was granted a Visa Ready certification through its Visa Ready for Fintech Enablers program. Joining the Visa Ready for Fintech Enablers program enables Carta to provide<br>both fintechs and traditional issuers across Europe and North America with a robust solution for digital issuance, speeding up their time to market and addressing the needs for digital-first strategies.
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•	Invested in Coinsquare. On April 16, 2021, Mogo acquired ownership of 19.99% of the outstanding common shares of Coinsquare, Canada's leading digital asset trading platform, on a post-transaction basis, for total<br>consideration of approximately $56.4 million, consisting of a cash payment of $27.4 million and the issuance of 2,807,577 Common Shares. This strategic investment builds on a multi-year relationship between the two companies; Coinsquare acts as the<br>trading platform for MogoCrypto. Following closing of the investment, Mogo and Coinsquare entered into an investor rights agreement, pursuant to which Mogo was granted a right to appoint up to two nominees to the Coinsquare board of directors<br>depending on its ownership interest. As part of the investment, Mogo entered into a unanimous shareholders agreement with all of the shareholders of Coinsquare, which provides certain rights and restrictions customary for an investment of this<br>nature. At closing, Coinsquare issued to Mogo a warrant to acquire up to an additional 10% of the outstanding common shares of Coinsquare on a post-transaction basis, and Mogo was granted the option to acquire, and certain existing shareholders of Coinsquare have a right to require Mogo to purchase, an additional 10% of the outstanding<br>common shares of Coinsquare within 13 months of closing, subject to certain conditions (the “Call Option”).
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On June 4, 2021, Mogo announced the closing of a purchase of an additional 5,412,222 common shares of Coinsquare which increased Mogo’s ownership in Coinsquare from 19.9% to approximately 37%. The purchase was completed in two separate transactions consisting of a) the exercise of the Call Option of 3,223,690 Coinsquare common shares from certain selling shareholders and b) the purchase of 2,188,532 common shares of Coinsquare from Riot Blockchain Inc. (NASDAQ:RIOT). The aggregate consideration paid by Mogo under the two transactions was $48.6 million, which was satisfied by the issuance of an aggregate of 5,080,876 Common Shares. On June 15, 2021, Mogo announced that it had acquired an additional 2.0% of the outstanding common shares of Coinsquare from Michael Diamond and two affiliated companies. Mogo requires Coinsquare board approval to increase its ownership interest in Coinsquare over 49.9%. There is no certainty that the Coinsquare board of directors will grant such approval.

•

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

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such warrant entitles the holder thereof to acquire one Common Share at an exercise price of US$12.65 at any time until 5:00 p.m. (New York time) on February 26,<br>2024.
•	Terminated our ATM Offering. Simultaneously with the announcement of the Registered Direct Offering, Mogo announced the termination of its at-the-market offering agreement dated December 31, 2020 (the "ATM Agreement") between Mogo, HCW, as lead agent, Raymond James Ltd., and Eight Capital, effectively<br>ceasing the US$50 million at-the-market offering (the "ATM Offering") established by the<br>Company under a prospectus supplement dated December 31, 2020. Prior to terminating the ATM Offering, Mogo sold a total of 1,524,759 Common Shares for total aggregate gross proceeds of US$14,867,402.04.
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•	Closed a US$27.5 Million Registered Direct Offering. On December 13, 2021, Mogo closed its sale to certain institutional investors of an aggregate of 6,111,112 Common Shares and warrants to purchase up to an aggregate of 3,055,556 Common Shares<br>(each whole warrant, a “Warrant” and each Common Share and one-half of one Warrant, a “Unit”) at a purchase price of US$4.50 per Unit in a registered direct offering (the "Second Registered<br>Direct Offering"). HCW<br>acted as exclusive placement agent of the Second Registered Direct Offering. The aggregate gross proceeds to the Company were approximately US$27.5 million, and after deducting the placement agent's fees and the estimated expenses of the Second<br>Registered Direct Offering, the net proceeds from the Second Registered Direct Offering were approximately US$25.3 million. Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of US$4.70, exercisable six months<br>following closing, and has a term of 36 months.
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•	Sold our Investment in Vena for a 116% Gain. On April 28, 2021, Mogo divested its equity stake in Vena Solutions Inc. as part of their recent $300 million Series C funding, for proceeds of $4,670,000, a 116% increase from the book value<br>as at December 31, 2020. The Company’s legacy investment portfolio, which included Vena, was acquired as part of its 2019 business combination with Difference.
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•	Invested in Ethereum. On May 3, 2021, Mogo announced that it purchased approximately 146 ether at an average price of $3,425 (US$2,780) per ether.
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•	Acquired Moka. On May 4, 2021, Mogo acquired all of the issued and outstanding securities of Moka, one of Canada's leading saving and investing apps, in exchange for the issuance of 4,999,991 Common Shares.<br>The acquisition increased Mogo's member base by approximately 400,000 and expanded Mogo's wealth offering to include saving and investing products. See “Business Description<br>– General – Moka”.
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•	Appointed Philip Barrar as Chief Innovation Officer. In connection with the acquisition of Moka, Mogo appointed Philip Barrar, Founder & CEO of Moka, as Mogo’s first ever Chief Innovation Officer effective June<br>2021.
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•	Announced Moka Partnership with Sun Life. On November 9, 2021, Mogo announced a partnership with Sun Life to bring Moka to more than 20,000 Sun Life Group Retirement Services members.
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•	Expanded the Bitcoin Rewards Program. Mogo's first-of-its-kind rewards program was extended to include the MogoCard in January 2021, and MogoMortgage in March 2021. See “Business Description – General – Bitcoin Rewards Program”.
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•	Filed a Mixed Shelf Prospectus. On April 15, 2021, Mogo filed a final short form base shelf prospectus with the securities regulators in each province and territory of Canada, except Quebec, and a corresponding shelf<br>registration statement on Form F-10 with the United States Securities and Exchange Commission ("SEC"). The prospectus replaces the prospectus that was filed in 2019, and enables Mogo to make offerings of Common Shares, preferred shares, debt securities, warrants to
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purchase Common Shares, preferred shares or debt securities, or any combination thereof of up to an aggregate offering price of US$500<br>million at any time during the 25-month period that the prospectus remains<br>effective.
•	Partnered with Fundstrat. On May 6, 2021, Mogo announced a new partnership to provide MogoMembers with exclusive access to crypto and other equity research from FSInsight LLC (“FSI”), a market-leading, independent research firm that is a division of Fundstrat Global Advisors.<br>Under the agreement, Mogo became the exclusive distributor bringing FSI’s research to Canada’s retail investor market. FSI’s research is available to MogoMembers.
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•	Elected New Directors. Following its annual shareholder meeting on June 29, 2021, Wendy Rudd and Liam Cheung were elected to the Board.
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•	Appointed Alice Davidson as Chief Legal Officer. Alice Davidson has over 14 years’ experience in the legal industry, has been with Mogo since May 2016 and was appointed as its Chief Legal Officer in June<br>2021.
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•	Invested in Tetra Trust. On July 8, 2021, Mogo announced a new minority investment in Tetra Trust Company (“Tetra Trust”), Canada’s first qualified custodian for cryptocurrency assets, acquiring approximately 4% of the outstanding common shares of Tetra Trust.
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•	Acquired Fortification (Renamed MogoTrade). On September 1, 2021, Mogo acquired 100% of the issued and outstanding securities of Fortification Capital Inc. (“Fortification”), in exchange for (i) a cash payment of $500,000, (ii) a cash payment equal to the<br>working capital of Fortification plus repayment of the subordinated debt owed to the vendor at the time of closing totalling approximately $550,000, and (iii) the issuance of 75,000 Common Shares. The acquisition of Fortification brings OEO (order<br>execution only) registration capabilities which is a necessary regulatory requirement for Mogo to offer commission-free stock trading to its members through MogoTrade. Following closing, Fortification was renamed MogoTrade Inc., and will continue to<br>operate as a stand-alone wholly-owned subsidiary of Mogo.
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•	Partnered with CI Investments. On October 12, 2021, Mogo announced a new partnership with CI Investment Services Inc. to provide a range of back-office services to support MogoTrade, including clearing and settlement,<br>custody of client funds and securities, and trade execution.
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•	Launched “Green” Bitcoin. On October 26, 2021, Mogo launched the world’s first climate-positive bitcoin, an initiative which makes all bitcoin purchased on the Mogo platform climate positive. For every bitcoin<br>purchased through its platform, Mogo will plant enough trees to completely absorb the CO2 emissions produced by mining that bitcoin —and then some. This initiative, believed to be the first of its kind, also includes all bitcoin currently held<br>by members on the platform. Mogo’s ‘green’ bitcoin further demonstrates the Company’s commitment to creating a healthier planet while empowering Canadians to invest and spend wisely.
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•	Launched “Green” Bitcoin business rewards program. On November 8, 2021, Mogo announced a first of its kind business rewards program, powered by Mogo, that enables merchants to offer climate-positive (“green”) bitcoin rewards to<br>their customers. The Company’s first partner is El Mocambo, the iconic Toronto rock ‘n’ roll venue. Under the initial promotion, El Mocambo will give away green bitcoin rewards to anyone buying tickets for particular events at the<br>venue along with a chance to win a larger prize. To redeem the reward, the recipient must have or open an account with Mogo to claim it.
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•	Invested in Gemini. On November 23, 2021, Mogo announced a minority investment in Gemini’s US$400 million financing, led by Morgan Creek Digital.
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•	Expanded our Credit Facility and Lowered the Interest Rate.<br>On December 17, 2021, Mogo announced amendments to the Credit Facility that lowered the effective interest rate from a maximum of 9% plus LIBOR with a LIBOR floor of 1.5%, to 8% plus LIBOR with no floor. In addition, the amendment increases the available loan capital from $50<br>million to $60 million and extends the maturity date by three years from July 2, 2022 to July 2, 2025.
•	Received Regulatory Approval and Launched MogoTrade App. On December 21, 2021, Mogo received final approval from IIROC for the launch of MogoTrade, and subsequently launched the MogoTrade App in the App Store and on Google Play. See “Business Description – General – MogoTrade”.
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•	Ended 2021 with more than 1.8 million members, placing us among the largest fintech companies in Canada by total members.
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In 2020, Mogo:

•	Surpassed one million members on our digital platform in February 2020.
•	Launched the MogoCard. On July 27, 2020, we announced the launch of our digital spending account. See “Business Description – General<br>– MogoCard”.
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•	Entered into the ATM Agreement in December 2020 with HCW, as lead agent, and Raymond James Ltd. and Eight Capital, establishing the ATM Offering, pursuant to which, the Company could, at its discretion and from time to time, sell on the Nasdaq, such number of<br>Common Shares as would result in aggregate gross proceeds to the Company of up to US$50 million. The ATM Offering was subsequently terminated on February 22, 2021.
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•	Invested in Bitcoin. In December 2020, we announced plans to make an initial corporate investment of up to $1.5 million in bitcoin. To date we have acquired approximately 18 bitcoins at an average purchase price<br>of $42,079 (US$33,083) per bitcoin.
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•	Launched the Bitcoin Rewards Program. On November 9, 2020, we announced the launch of our Bitcoin Rewards Program. See “Business Description – General – Bitcoin Rewards Program”.
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•	Amended the Company’s non-convertible debentures (the “Non-Convertible<br>Debentures”) effective September 30, 2020, including a reduction in the average interest rate from approximately 14% to 7% and the<br>extension of the maturity dates to January 31, 2023 and January 31, 2024. In connection with the implementation of the amendments, the Company issued an aggregate of 4,479,392 Common Share purchase warrants (the “Listed Warrants”) to the holders of the Non-Convertible Debentures. Each Listed Warrant is<br>exercisable to purchase one Common Share at an exercise price of $2.03 at any time until 4:30 p.m. (Toronto time) on December 31, 2022.
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•	Established a new referral agreement with Lendful. Effective August 25,<br>2020, the agreement allows Mogo to offer its members access to Lendful’s prime loan products through the Mogo app.
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•	Entered a three-year lending partnership with goeasy Ltd. (TSX:GSY) (“goeasy”),<br>effective February 28, 2020, and completed the sale of the majority of its MogoLiquid loan portfolio to goeasy for gross consideration of $31.6 million, consistent with Mogo’s strategic plan to reduce<br>its on balance sheet lending and focus on leveraging its proprietary digital lending platform to originate loans for key partners. The partnership allows Mogo to generate additional fee-based subscription and services<br>revenue.
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•	In conjunction with the sale of the MogoLiquid loan portfolio, we extinguished one of our credit<br>facilities, which held an outstanding balance of $28.7 million. To extinguish the facility in advance of its<br>maturity date, Mogo paid a prepayment penalty of $2.5 million of which $1.5 million is payable in cash and $1 million of which was settled in shares through an issuance of 306,842<br>Common Shares.
•	Postmedia amendments. In January 2020, we extended the term<br>of our strategic marketing collaboration agreement with Canada’s premier news media company, Postmedia Network Inc. (“Postmedia”), for an additional two years to the end of 2022, while decreasing our quarterly revenue share payments to Postmedia. Mogo also issued additional 5-year warrants to acquire 350,000<br>Common Shares at an exercise price of $3.537, which will vest in equal instalments over three years. Mogo also agreed to extend the term of 50% of the warrants previously issued to Postmedia from January 25, 2021 to January 25, 2023. In<br>June 2020, we further amended the agreement to, among other things, waive the revenue sharing payments payable by Mogo to Postmedia in respect of the second and third calendar quarters of 2020 and waive the minimum search and social spend for which<br>Mogo was obliged through December 31, 2020. In exchange, Mogo agreed to reduce the exercise price of all warrants issued to Postmedia to $1.292 per Common Share.
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•	Adapted to the COVID-19<br>pandemic. On March 11, 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. COVID-19 has continued to persist and remains dynamic. The ultimate<br>duration and magnitude of the impact on the economy and our business remain unknown at this time including as a result of the emergence of new variants. Mogo operates a fully digital platform; its services and<br>products are all accessed through its app or online, with no physical branches or consumer-facing offices. As a result, the Company has not experienced any material business interruption to date. While the degree of severity and length of an<br>economic downturn is difficult to predict, Mogo believes that it continues to be well positioned to navigate through the pandemic. However, due to the uncertain future of the pandemic, the overall economic impacts of COVID-19 could still include an<br>impact on our ability to obtain debt and equity financing or potential future decreases in revenue or the profitability of our ongoing operations. Mogo’s employees continue to operate in a remote work environment established at the onset of<br>the COVID-19 pandemic, and given the nature of our business, our customer experience has been and remains wholly unchanged. In light of this uncertain economic environment, the Company undertook a thorough<br>review of all its expenses and implemented a plan to significantly reduce these expenses effective in Q2 2020. In 2021, in light of continued member growth and better than expected loan book performance since the start of the COVID-19 pandemic, we<br>have not extended the measures taken in 2020 related to our COVID-10 response plan.  Mogo will continue to evaluate and adapt to the evolving pandemic on an ongoing basis. During this continued period of uncertainty, our priority is to<br>protect the health and safety of our employees, support and enforce government actions to slow the spread of COVID-19, and to continually assess and take appropriate actions to mitigate the risks to our business operations as a result of this<br>pandemic.
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In 2019, Mogo:

•	Launched our newly redesigned mobile app. Mogo's newly redesigned mobile app launched on December 6, 2019 making it easier than ever for Canadians to get in control of their financial health..
•	Filed a final short form base shelf prospectus on December 5, 2019 with the securities regulators in each province and territory of Canada, except Quebec, and a corresponding shelf registration statement on Form F-10 with the SEC. These<br>filings replaced the short-form base shelf prospectus previously filed by Mogo Finance which could no longer be effectively used following the completion of Arrangement. These filings enabled Mogo to make offerings of Common Shares and debt<br>securities of up to an aggregate initial offering price of $100 million at any time during the 25-month period that the filings remained effective.
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•	Announced a digital lending pilot with goeasy. The partnership, launched on October 8, 2019, allowed us to provide Canadians with personal loans up to $15,000 with terms of up to 5 years, all available quickly and conveniently from a mobile device using the Mogo app. This pilot was replaced in 2020 with a three-year partnership with goeasy.
•	Changed auditors from MNP LLP ("MNP") to KPMG LLP ("KPMG"), effective September 16, 2019.
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•	Was named one of Canada's Top 50 FinTech Companies for 2019 by the<br>Digital Finance Institute. On July 23, 2019, Mogo announced that the Digital Finance Institute, a think tank created to<br>address issues concerning financial innovation, digital finance policy and regulation, financial inclusion, and women in financial technology, named Mogo one of Canada’s Top 50 FinTech Companies for 2019.
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•	Partnered with League. On July 16, 2019, Mogo announced a partnership with League, a leading digital employee health benefits platform, under which Mogo's identity fraud protection solution, MogoProtect, has been added to the League member marketplace.
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•	Completed the Arrangement with Difference. See “Corporate Structure – Name, Address, and Incorporation”.
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•	Discontinued bitcoin mining in Q2 2019.
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Risk Factors

In addition to any other risks contained in this AIF, as well as our management's discussion and analysis and consolidated financial statements and accompanying notes, the risks described below are the principal risks that could have a material and adverse effect on our business, financial condition, results of operations, cash flows, future prospects or the trading price of our common shares. This AIF also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. See "Cautionary Note Regarding Forward Looking Statements".

The duration and impact of the COVID-19 pandemic are unknown at this time.

The outbreak of the novel strain of coronavirus, specifically identified as "COVID-19", has resulted in governments worldwide enacting emergency measures to combat the spread of the virus.  These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing,  have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak remain unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.

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Worsening economic conditions may cause our members' loan default rates to increase and harm our operating results.

Uncertainty and negative trends in general economic conditions in Canada and abroad, including significant tightening of credit markets, historically have created a difficult environment for companies operating in our industries. Many factors, including factors that are beyond our control, may have a detrimental impact on our operating performance. These factors include general economic conditions, unemployment levels, energy costs and interest rates, as well as events such as natural disasters, acts of war, terrorism and catastrophes.

Many of our members are Millennials and Generation Z. Accordingly, our members may be more likely to be affected or more severely affected than more established individuals by adverse economic conditions. These conditions may result in higher default rates on loans by our existing members.

There can be no assurance that economic conditions will remain favorable for our business or that default rates on our loans by our members will remain at current levels. Increased default rates by our members on our loans may inhibit our access to capital and negatively impact our profitability. If delinquency or uncollectable rates on our consumer loans exceed certain levels defined in the Credit Facility it could constitute a default under the Credit Facility or other credit facilities, reducing or terminating such facilities. Furthermore, we receive a number of applications from potential members who do not satisfy the requirements for our loans. If an insufficient number of qualified individuals apply for our loans, our growth and revenue could decline.

Our allowance for loan losses is determined based upon both objective and subjective factors and may not be adequate to absorb loan losses.

We face the risk that our members will fail to repay their loans in full. We reserve for such losses by establishing an allowance for loan losses, the increase of which results in a charge to our earnings as a provision for loan losses. We have established an evaluation process designed to determine the adequacy of our allowance for loan losses. While this evaluation process uses historical and other objective information, the classification of loans and the forecasts and establishment of loan losses are also dependent on our subjective assessment based upon our experience and judgment. Actual losses are difficult to forecast, especially if such losses stem from factors beyond our historical experience, and unlike traditional banks, we are not subject to periodic review by bank regulatory agencies of our allowance for loan losses. As a result, there can be no assurance that our allowance for loan losses will be comparable to that of traditional banks subject to regulatory oversight or sufficient to absorb losses or prevent a material adverse effect on our business, financial condition and results of operations.

We rely on our proprietary credit scoring model in the forecasting of loss rates. If we are unable to effectively forecast loss rates, it may negatively impact our operating results.

In deciding whether to extend credit to prospective members, we rely heavily on our credit score generated by our proprietary credit scoring model and decisioning system, an empirically derived suite of statistical models built using third-party data, data from our members and our credit experience gained through monitoring the performance of our members over time. If our proprietary credit scoring model and decisioning system fails to adequately predict the creditworthiness of our members, or if our proprietary cash flow analytics system fails to assess prospective members' financial ability to repay their loans, or if any portion of the information pertaining to the prospective member is false, inaccurate or incomplete, and our systems did not detect such falsities, inaccuracies or incompleteness, or any or all of the other components of the credit decision process described herein fails, we may experience higher than forecasted losses. Furthermore, if we are unable to access the third-party data used in our credit scores, our access to such data is limited or such information is outdated or incorrect, our ability to accurately evaluate potential members will be compromised, and we may be unable to effectively predict probable credit losses inherent in our loan portfolio, which would negatively impact our results of operations.

Our risk management efforts may not be effective.

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We could incur substantial losses and our business operations could be disrupted if we are unable to effectively identify, manage, monitor and mitigate financial risks, such as credit risk, interest rate risk, liquidity risk, and other market- related risk, as well as operational risks related to our business, assets and liabilities. To the extent our models used to assess the creditworthiness of potential members do not adequately identify potential risks, the credit scores we produce would not adequately represent the risk profile of such members and could result in higher risk than anticipated. Our risk management policies, procedures, and techniques, including our use of our proprietary credit scoring technology, may not be sufficient to identify all of the risks we are exposed to, mitigate the risks that we have identified or identify concentrations of risk or additional risks to which we may become subject in the future.

We have a history of losses and may not achieve consistent profitability in the future. In addition, if we continue to grow rapidly, we may not be able to manage our growth effectively.

As of December 31, 2021, we had an accumulated deficit of $148.3 million. We will need to generate and sustain increased revenue levels in future periods to become profitable, and, even if we do so, we may not be able to maintain or increase our level of profitability. We intend to continue to expend significant funds to expand our marketing and sales operations, continue developing our products including further development of our platforms, increase our service and general product servicing capabilities, compensate our growing employee base, and expand into new markets. In addition, our provision for loan losses, net of recoveries, is based on our expectation of future loan losses related to our loans receivable. As we continue to grow our members and loans receivable, we expect the aggregate amount of this expense will also continue to grow.

Our membership grew from 1,126,000 members as at December 31, 2020 to 1,852,000 members as at December 31, 2021. Our historical growth has placed, and may continue to place, significant demands on our management and our operational and financial resources. Our organizational structure is becoming more complex as we add additional staff, and we will need to improve our operational, financial, management and compliance controls as well as our reporting systems and procedures. Our efforts to grow our business may be costlier than we expect, and we may not be able to increase our revenue enough to offset our higher operating expenses. We may incur significant losses in the future for a number of reasons, including the other risks described in this AIF, and unforeseen expenses, difficulties, complications and delays, and other unknown events. If we are unable to achieve and sustain profitability, the market price of our publicly listed securities may significantly decrease.

Carta’s business is reliant on contracts with key customers operating in the payment industry.

There can be no assurance that we will be able to maintain our relationships with these clients or that these client relationships will result in increasing revenue. Given the B2B nature of Carta’s operations, the number of clients that are potential users of the Carta platform is concentrated. Our largest clients may not be easily replaced and the loss of any one or more of such clients may have a material adverse impact on the results of operations and financial condition of the Company. In addition, if we are unable to add new clients, we may not realize anticipated levels of growth in the future.  While we expect this concentration of revenue to decrease over time, we may continue to depend upon a relatively small number of clients for a significant portion of our revenue in the foreseeable future. The loss of a significant client or failure to attract new clients could materially adversely affect our business, financial condition and results of operations.

We may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances. If capital is not available to us, our business, operating results and financial condition may be harmed.

Since our founding, we have raised substantial equity and debt financing to support the growth of our business. Because we intend to continue to make investments to support the growth of our business, we may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, including increasing our marketing expenditures to improve our brand awareness, developing new products or services or further improving existing products and services, enhancing our operating

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infrastructure and acquiring complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. However, additional funds may not be available when we need them, on terms that are acceptable to us, or at all. In addition, our agreements with our lenders contain restrictive covenants relating to our capital raising activities and other financial and operational matters, and any debt financing that we secure in the future could involve further restrictive covenants which may make it more difficult for us to obtain additional capital and to pursue business opportunities. Volatility in the credit markets may also have an adverse effect on our ability to obtain debt financing.

If we raise additional funds through further issuances of equity or convertible debt securities, our existing shareholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common shares. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, operating results, financial condition and prospects could be adversely affected.

If new products and platform enhancements do not achieve sufficient market acceptance, our financial results and competitive position will be harmed.

We incur expenses and expend resources upfront to develop, acquire and market new products and platform enhancements to incorporate additional features, improve functionality or otherwise make our platform more desirable to our members. New product or platform enhancements must achieve high levels of market acceptance in order for us to recoup our investment in developing and bringing them to market.

Any new products and changes to our platforms could fail to attain sufficient market acceptance for many reasons, including, without limitation, the following:

•	our failure to predict market demand accurately and supply products that meet this demand<br>in a timely fashion;
•	members using our platforms may not like, find useful or agree with any changes;
---	---
•	defects, errors or failures in our platforms;
---	---
•	negative publicity about our products or our platforms' performance or effectiveness;
---	---
•	delays in releasing to the market new products or platform enhancements; and
---	---
•	the introduction or anticipated introduction of competing products by our competitors.
---	---

If our new products or platform enhancements do not achieve adequate acceptance in the market, our competitive position, revenue and operating results could be harmed. The adverse effect on our financial results may be particularly acute because of the significant development, marketing, sales and other expenses we will have incurred in connection with new products or enhancements.

We may not realize the expected benefits from our acquisitions due to challenges associated with integrating the operations, technologies, and personnel of Mogo and the acquired companies.

Acquisitions, strategic investments, or partnerships could divert the attention of key management personnel, disrupt our business, dilute shareholder value and adversely affect our results of operations and financial condition. The anticipated success of Mogo with respect to its acquisitions, including Carta, Moka, and Fortification, will depend in large part on the success of management in integrating the operations, technologies and personnel of the acquired companies with those of Mogo. The failure to achieve such integration could result in the failure of Mogo to realize the anticipated benefits of the acquisitions and could adversely impact the results of operations, profitability and

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financial results of Mogo. Moreover, the anticipated benefits of any acquisition, strategic investment, or partnership may not be realized or we may be exposed to unknown risks or liabilities.

We may seek to acquire or invest in businesses, products, or technologies that we believe could complement our products and services or otherwise offer growth opportunities. The pursuit of potential investments or acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable opportunities, whether or not they are consummated. Any acquisition, investment, or business relationship may result in unforeseen operating difficulties and expenditures.

We may be required to issue equity or increase debt to acquire businesses which could dilute our shareholders or adversely affect our results of operations. In addition, if an acquired business fails to meet our expectations, our business, results of operations, and financial condition may suffer. Further, we may invest in companies that do not succeed, and our investments may lose all or some of their value, which result in us recording impairment charges reflected in of results of operations.

Our business is subject to extensive and evolving regulation and oversight in a variety of areas, all of which are subject to change and uncertain interpretation.

Our business is subject to numerous federal, provincial and other local laws, ordinances and regulations in each of the jurisdictions in which we operate, which are subject to change and which may impose significant costs or limitations on the way we conduct or expand our business.

As we develop and introduce new products and services, we may become subject to additional laws and regulations. In March 2018, we launched the MogoCrypto account which allows our members to buy and sell bitcoin. In 2020, we introduced the Bitcoin Rewards Program which allows MogoMembers the opportunity to earn cash rewards that can be used to buy bitcoin through MogoCrypto. Bitcoin is not considered legal tender or backed by any government, and it has experienced price volatility, technological glitches and various law enforcement and regulatory interventions. However, the regulation of cryptocurrency is still an evolving area and it is possible that a court or a provincial or federal regulator could disagree with one or more of our positions with respect to applicable laws. In addition, governments may in the future curtail or outlaw the acquisition, use or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies may then be considered illegal and subject to sanction. Similar actions by regulatory bodies (such as an exchange on which the Company's securities are listed, quoted or traded) could result in restriction of the acquisition, ownership, holding, selling, use or trading in the Company's securities. Such a restriction could affect our ability to raise new capital or maintain a securities listing with an exchange (such as the Company's current listing with the TSX and the Nasdaq) which would have a material adverse effect on the business, prospects or operations of the Company and harm investors in the Company's securities.

Pursuant to the Staff Notice, platforms facilitating trading in security tokens or instruments or contracts involving crypto assets in Canada may be required to register as an investment dealer and become a member of IIROC. Each of MBTI and Coinsquare have filed and continue to work diligently and in good faith with the applicable regulators to obtain their applicable registrations, memberships and/or exemptions.   Failure to obtain any required registration, membership and/or exemption could result in adverse consequences to the business and operations of the applicable entity, including with respect to the Company, restrictions on continuing to extend MogoCrypto to members or use proceeds from any public financings to fund activities. Even in the event that the Company receives applicable registration or exemptions, it may be subject to additional terms and conditions that impact or limit its current and future operations. The failure to obtain necessary regulatory approvals, including registration or exemptions, could negatively impact our business, financial condition and results of operations, including that regulators may take steps to enforce applicable registration requirements under applicable Canadian securities laws, which may include restrictions on the Company's ability to continue offering the MogoCrypto service, or any other service or product related to trading in crypto assets, to residents in Ontario or other Canadian jurisdictions, and potentially regulatory action for non-compliance with applicable Canadian securities laws. Furthermore, as a reporting issuer, the Company is subject to the regulatory jurisdiction of the BCSC as its principal regulator and the

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other securities regulators across Canada, including the OSC, and such regulators could impose further restrictions or limitations on the Company, including limitations on its ability to use proceeds raised from any future public financings in one or more Canadian jurisdictions to fund activities that relate to MogoCrypto, or any other customer service or product related to trading crypto assets, and to conduct public financings in one or more Canadian jurisdictions until the Company is able to obtain registration or an exemption therefrom.  Governments may also take regulatory action that may increase the cost or subject cryptocurrency companies to additional regulation. If we fail to comply with regulations or prohibitions applicable to us, we could face regulatory or other enforcement actions and potential fines and other consequences. Further, we might not be able to continue operating MogoCrypto or the Bitcoin Rewards account, at least in its current form, and to the extent that the feature is viewed by the market as a valuable asset to the Company, the price of our common shares could decrease.

In addition, future legislation or regulations may restrict our ability to continue our current methods of operation or expand our operations and may have a negative effect on our business, results of operations, financial condition and the price of our common shares. In addition, future legislation or regulations, or amendments to the existing regulatory regime, could require us to modify our platforms and processes, which may cause us to incur additional costs and lead to a reduction in revenue. As an example, between 2016 and 2018, British Columbia, Alberta and Ontario implemented amendments to legislation and regulations relating to our legacy short-term loan products, which we phased out in the third quarter of 2018. New legislation and regulations respecting 'high-cost credit products' have been implemented in Alberta and Manitoba, will come into effect in British Columbia on May 1, 2022, and are currently being contemplated in Ontario that affect certain of our MogoMoney products. Effective June 1, 2020, we are registered as a 'money services business' with the Financial Transactions and Reports Analysis Centre of Canada in relation to our MogoCrypto product under the provisions of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) related to dealing in virtual currency.

While we endeavor to operate our business model in compliance with the applicable provincial and federal laws, with respect to certain of our business models, the application of certain law may be subject to evolving interpretation and requirements. As such, there is a risk that regulatory bodies or consumers could assert that certain federal or provincial laws are applicable where we have determined that they are not, or that such laws apply to aspects of our business in a manner that we have not addressed. If it is determined that we have not complied with the requirements of applicable laws, we could be subject to civil actions for nullification of contracts, rebate of some or all payments made by members, and damages, or subject to sanctions, penalties, or other enforcement for violation of the laws, any of which outcomes could have a material adverse effect on the Company.

As a registrant and member of IIROC, MogoTrade is subject to extensive regulation in Canada.

MogoTrade is registered as an investment dealer in each of the provinces and territories in Canada, and it is also a member of IIROC. Compliance with many of the regulations applicable to MogoTrade involves a number of risks, particularly in areas where applicable regulations may be subject to interpretation. In the event of non-compliance with an applicable regulation, securities regulators or IIROC may institute administrative or judicial proceedings that may result in censure, fine, civil penalties, issuance of cease-and-desist orders, deregistration or suspension of the non-compliant investment dealer or investment adviser, suspension or disqualification of the investment dealer’s officers or employees, or other adverse consequences. The imposition of any such penalties or orders on MogoTrade regardless of duration or any subsequent appellate results could have a material adverse effect on the Company.

We and our partners obtain, store and process a large amount of sensitive data. Any real or perceived improper or unauthorized use of, disclosure of, or access to such data could harm our reputation as a trusted brand, as well as have a material and adverse effect on our business.

Cyber security risk is the risk of harm, loss and liability resulting from a failure or breach of information technology systems. We and our third-party partners and service providers, including third-party data centers that we use, obtain and process large amounts of sensitive data, including our members' personal and credit information, bitcoin holdings and other sensitive data relating to our members and their transactions. We face risks, including to our

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reputation as a trusted brand, in the handling and protection of this data, and these risks will increase as our business continues to expand to include new products and technologies. Indeed, security breaches, computer malware and computer hacking attacks have been a prevalent concern for companies involved in the cryptocurrency space.

We have administrative, technical, and physical security measures in place, and we have policies and procedures in place to contractually require third parties to whom we transfer data to implement and maintain appropriate security measures. However, if our security measures or those of the previously mentioned third parties are inadequate or are breached as a result of third-party action, employee error, malfeasance, malware, phishing, hacking attacks, system error, trickery, or otherwise, and, as a result, someone obtains unauthorized access to funds, cryptocurrencies, or sensitive information, including personally identifiable information, on our systems or our partners' systems, or if we suffer a ransomware or advanced persistent threat attack, or if any of the foregoing is reported or perceived to have occurred, our reputation and business could be damaged. Any perceived or actual breach of security, regardless of how it occurs or the extent of the breach, could have a significant impact on our reputation as a trusted brand, cause us to lose existing members, prevent us from obtaining new members, require us to expend significant funds to remedy problems caused by breaches and to implement measures to prevent further breaches, cease operations, and expose us to legal risk and potential liability including those resulting from governmental or regulatory investigations, class action litigation and costs associated with remediation, such as fraud monitoring. Any actual or perceived security breach at a company providing services to us or our customers could have similar effects.

Some or all of the bitcoins purchased through MogoCrypto could be lost or stolen. Access to coins could also be restricted by cybercrime (such as a denial-of-service attack) against a service used by Mogo in connection with this account. Any of these events may adversely affect Mogo's members and business.

In addition, cryptocurrency transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction or, in theory, control or consent of a majority of the processing power on the cryptocurrency network. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of coins or a theft of coins generally will not be reversible and the Company may not be capable of seeking compensation for any such transfer or theft on its own behalf or on behalf of its members. It is possible that, through computer or human error, or through theft or criminal action, any of the Company's or its members' coins could be transferred in incorrect amounts or to unauthorized third parties. To the extent that the Company is unable to seek a corrective transaction with such third party or is incapable of identifying the third party which has received the coins through error or theft, the Company will be unable to revert or otherwise recover the incorrectly transferred coins, which could adversely affect the business, prospects or operations of the Company.

Our business may be adversely affected by material changes to the interest rate charged to our members and paid to our lenders.

We earn a substantial portion of our revenues from interest payments on the loans we make to our members. Various financial institutions and other funding sources provide, and may in the future provide, us with the capital to fund these term loans and lines of credit and charge us interest on funds that we draw down. In the event that the spread between the rate at which we lend to our members and the rate at which we borrow from our lenders decreases, our financial results and operating performance will be harmed.

There are a variety of factors that could affect the interest rates we charge to our members and which we pay to our lenders, such as access to capital based on our business performance, the volume of loans we make to our members, competition with other lenders and regulatory requirements. These interest rates may also be affected by variations to the types of products we sell to our members and investors over time and a shift among our channels of member acquisition. Interest rate changes may adversely affect our business forecasts and expectations and are highly sensitive to many macroeconomic factors beyond our control, such as inflation, recession, the state of the credit markets, changes in market interest rates, global economic disruptions, unemployment and the fiscal and

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monetary policies of the federal government and its agencies. Any material reduction in our interest rate spread could have a material adverse effect on our business, results of operations and financial condition.

Our debt financing sources are highly concentrated, and we may not be able to access additional sources of funding on reasonable terms or at all.

We have obtained debt financing from a limited number of lenders. Our reliance on the Credit Facility for a significant amount of our funding exposes us to funding concentration risks. If the lender decides to terminate the Credit Facility, our business, operating results, financial condition and prospects could be adversely affected. In addition, the Credit Facility must be renewed on a periodic basis. If we were unable to renew the Credit Facility on acceptable terms when they became due there could be a material adverse effect on our financial condition, liquidity and results of operations.

Our agreements with our lenders contain a number of early payment triggers and covenants. A breach of such triggers or covenants or other terms of such agreements could result in an early amortization, default, or acceleration of the maturity date which could materially impact our operations.

Primary funding sources available to support the maintenance and growth of our business include, among others, the Credit Facility. The Credit Facility contains restrictions on the Company’s ability to, among other things, pay dividends, sell or transfer assets, incur additional debt, repay other debt, make certain investments or acquisitions, repurchase or redeem shares, and engage in alternate business activities. The Credit Facility also contains a number of covenants that require the Company to maintain certain specified financial ratios. Description of these covenants, requirements and events are set out in the Credit Facility agreement.

During the occurrence of an event of default under the Credit Facility, for example, principal collections from our consumer loans would be applied to repay principal under the Credit Facility rather than being available on a revolving basis to fund newly originated loans. During the occurrence of an event of default under any of our debt, including debt owing under the Credit Facility, debt owing to the holders of debentures issued by the Company or debt owing to future facilities we may enter into, the applicable lender could accelerate the repayment of our debt and the lender's commitments to extend further credit would terminate. If we were unable to repay the amounts due and payable under our debt when due, the applicable lender could seek remedies, including against the collateral pledged as security for such debt.

An event of default or other event requiring early repayment of the Credit Facility would negatively impact our liquidity, including our ability to originate new loans, and require us to rely on alternative funding sources, which might increase our funding costs or which might not be available when needed. If we were unable to arrange new or alternative methods of financing on favorable terms, we might have to curtail the origination of loans, which could have a material adverse effect on our business, financial condition, operating results and cash flow, which in turn could have a material adverse effect on our ability to meet our obligations under our facility.

The development, acceptance and widespread use of cryptocurrency is subject to a variety of factors that are difficult to evaluate.

The use of cryptocurrencies to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that employs digital assets based upon a computer-generated mathematical or cryptographic protocol. The growth of this industry in general, and the use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur and is unpredictable. The factors include, but are not limited to:

•	Continued worldwide growth in the adoption and use of<br>cryptocurrencies;
•	Governmental and quasi-governmental<br>regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the Bitcoin network or similar cryptocurrency systems;
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•	Changes in consumer demographics and public tastes and<br>preferences;
•	The confidence of the public in the stability of crypto asset trading platforms;
---	---
•	The maintenance and development of the<br>open-source software protocol of the Bitcoin network or similar cryptocurrency systems;
---	---
•	The availability and popularity of other forms or methods of buying and selling goods and<br>services, including new means of using fiat currencies;
---	---
•	General economic conditions and the regulatory environment relating to digital assets;<br>and
---	---
•	Negative consumer sentiment and perception of bitcoin specifically and cryptocurrencies<br>generally.
---	---

Such events could have a material adverse effect on the ability of the Company to successfully maintain the MogoCrypto or the Bitcoin Rewards account or to pursue other opportunities in the cryptocurrency space, which could have an adverse effect on the business, prospects or operations of the Company.

In addition, currently, there is relatively small use of cryptocurrencies in the retail and commercial marketplace for goods or services. In comparison, there is relatively large use by speculators contributing to price volatility. The relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace limits the ability of end-users to use them to pay for goods and services. Such lack of acceptance or decline in acceptances could affect the long-term value of the cryptocurrencies which would have a material adverse effect on the ability of the Company to pursue opportunities in the cryptocurrency space, which could have an adverse effect on the business, prospects or operations of the Company.

Banks, financial institutions and insurance providers may not provide banking or insurance services, or may cut off such services, to businesses that provide cryptocurrency-related services.

A number of companies that provide cryptocurrency-related services have been unable to find banks or financial institutions that are willing to provide them with bank accounts and other services. Similarly, a number of companies and individuals or businesses associated with cryptocurrencies may have had and may continue to have their existing bank accounts closed or services discontinued with financial institutions. We also may be unable to obtain or maintain these services for our business. While the Company has insured its operations, given the novelty of the cryptocurrency space, such insurance may not be available, uneconomical for the Company, or the nature or level may be insufficient to provide adequate insurance coverage. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the Company.

The price of our publicly traded securities could be subject to wide price swings since the value of cryptocurrencies may be subject to pricing risk and have historically been subject to wide swings in value.

In light of the launch of MogoCrypto and the Bitcoin Rewards account, the Company's corporate investment in bitcoin and the Company's proposed investment in Coinsquare, and any other blockchain or cryptocurrency related initiatives the Company may pursue, or continue to pursue, the market price of our publicly traded securities may be subject to arbitrary pricing factors that are not necessarily associated with traditional factors that influence stock prices or the value of non-cryptocurrency assets such as revenue, cash flows, profitability, growth prospects or business activity levels since the value and price, as determined by the investing public, may be influenced by future anticipated adoption or appreciation in value of cryptocurrencies or the blockchain generally, factors over which the Company has little or no influence or control.

Cryptocurrency market prices are determined primarily using data from various exchanges, over-the-counter markets and derivative platforms. Furthermore, such prices may be subject to factors such as those that impact commodities, more so than business activities, which could be subjected to additional influence from fraudulent or

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illegitimate actors, real or perceived scarcity, and political, economic, regulatory or other conditions. Pricing may be the result of, and may continue to result in, speculation regarding future appreciation in the value of cryptocurrencies, or the Company or its share price, inflating and making their market prices more volatile or creating "bubble" type risks.

As a result, the value of our publicly traded securities, and the value of cryptocurrencies generally may be more likely to fluctuate due to changing investor confidence in future appreciation (or depreciation) in market prices, profits from related or unrelated investments or holdings of cryptocurrency. Such factors or events could have a material adverse effect on the ability of the Company to pursue opportunities in the cryptocurrency space, which could have an adverse effect on the business, prospects or operations of the Company, and could potentially affect the value of any cryptocurrencies the Company may acquire for its own account.

The collection, processing, storage, use, and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.

We receive, transmit and store a large volume of personally identifiable information and other sensitive data from members. There are federal, provincial and foreign laws regarding privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and sensitive data. Specifically, personally identifiable information is increasingly subject to legislation and regulations to protect the privacy of personal information that is collected, processed and transmitted. Any violations of these laws and regulations may require us to change our business practices or operational structure, address legal claims and sustain monetary penalties or other harms to our business.

While we have policies and procedures in place to protect personally identifiable information and other sensitive data of our members that comply with applicable laws, the regulatory framework for privacy issues in Canada is constantly evolving and is likely to remain uncertain for the foreseeable future. The interpretation and application of such laws is often uncertain, and such laws may be interpreted and applied in a manner inconsistent with our current policies and practices or require changes to the features of our platforms. If either we or our third-party service providers are unable to address any privacy concerns, even if unfounded, or to comply with applicable laws and regulations, it could result in additional costs and liability, damage our reputation and harm our business.

It may be difficult and costly to protect our intellectual property rights, and we may not be able to ensure their protection.

The success of our platforms depend, in part, upon our intellectual property. We primarily rely on copyright, trade secret and trademark laws, trade secret protection and confidentiality or license agreements with our employees, suppliers and other third parties to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be inadequate. We currently do not have any issued patents.

In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights.

Our failure to secure, protect and enforce our intellectual property rights could seriously harm our brand and adversely affect our business.

We may face claims by third parties for alleged infringement of their intellectual property rights, which could harm our business.

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Our competitors, as well as a number of other entities and individuals, may claim that we infringe their intellectual property rights. Claims of infringement are becoming increasingly common as the software industry develops and third parties may assert infringement claims against us in the future. Although we have developed most of our platforms, we do include third-party software in our platforms. In these cases, this software is licensed from the entity holding the intellectual property rights. Although we believe that we have secured proper licenses for all third-party software that is integrated into our platforms, third parties may assert infringement claims against us in the future. Any such assertion may result in litigation or may require us to obtain a license for the intellectual property rights of third parties. Such licenses may not be available, or they may not be available on reasonable terms. In addition, such litigation could be disruptive to our ability to generate revenue or enter into new market opportunities and may result in significantly increased costs as a result of our defence against those claims or our attempt to license the intellectual property rights or rework our platforms to ensure they comply with judicial decisions. Even if we were to prevail, any litigation regarding our intellectual property could be costly and time-consuming and divert the attention of our management and key personnel from our business operations. Any of the foregoing could have a significant adverse effect on our business and operating results as well as our ability to generate future revenue.

Some aspects of our platforms include open-source software, and any failure to comply with the terms of one or more of these open-source licenses could negatively affect our business.

We incorporate open-source software into our proprietary platforms and into other processes supporting our business. Such open-source software may include software covered by licenses like the GNU General Public License and the Apache License. The terms of various open-source licenses have not been interpreted by courts, and there is a risk that such licenses could be construed in a manner that limits our use of the software, inhibits certain aspects of the platforms and negatively affects our business operations. Some open-source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open-source software we use. If portions of our proprietary platforms are determined to be subject to an open-source license, or if the license terms for the open-source software that we incorporate change, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our platforms or change our business activities. In addition to risks related to license requirements, the use of open-source software can lead to greater risks than the use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with the use of open-source software cannot be eliminated, and could adversely affect our business.

If our software contains serious errors or defects, we may lose revenue and market acceptance.

Software developed for our proprietary platforms often contains errors, defects, security vulnerabilities or software bugs that are difficult to detect and correct, particularly when first introduced. Despite internal testing, our platforms may contain serious errors or defects, security vulnerabilities or software bugs that we may be unable to successfully correct in a timely manner or at all, which could result in lost revenue, significant expenditures of capital and damage to our reputation and brand, any of which could have an adverse effect on our business, financial condition and results of operations. Since the software we use is a critical component to our proprietary platforms, errors, defects, security vulnerabilities, service interruptions or software bugs in our platforms could result in inappropriate loan decisioning and corresponding credit scores or interest rates.

We rely on data from third parties for the successful operation of our platforms.

Our ability to review and select qualified members depends on credit, identification, employment and other relevant information that we receive from third parties, including credit bureaus. We also rely on a third-party provider to fulfill some data related and operational aspects of MogoCrypto. If this information becomes unavailable or becomes more expensive to access, it could increase our costs as we seek alternative sources of information. If this third-party data is incorrect, our ability to identify qualified members or approve and price products may suffer and our business may be harmed.

Operating risk and insurance coverage.

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The Company has insurance to protect its assets, operations and employees. While the Company believes its insurance coverage addresses all material risks to which it is exposed and is adequate and customary in its current state of operations, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which the Company is exposed. In addition, no assurance can be given that such insurance will be adequate to cover the Company's liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If the Company were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if the Company were to incur such liability at a time when it is not able to obtain liability insurance, its business, results of operations and financial condition could be materially adversely affected.

Our levels of indebtedness can have negative implications for our shareholders.

We have, and anticipate having, a significant amount of indebtedness. Our ability to make payments of principal and interest on our funding debt will depend on our future operating performance and our ability to enter into additional debt and equity financings, which to a certain extent, is subject to economic, financial, competitive and other factors beyond our control. If, in the future, we are unable to generate sufficient cash flow to service our debt, we may be required to refinance all or a portion of our existing debt or obtain additional financing. There can be no assurance that any such refinancing would be possible or that any additional financing could be obtained on terms acceptable to us. The inability to obtain additional financing could have a material adverse effect on our operating performance and any additional equity financing would result in the dilution of shareholders.

Our substantial indebtedness could have significant consequences to shareholders, such as the inability to satisfy our obligations under our credit facility and increased vulnerability to adverse general economic and industry conditions. We may find it more difficult to fund future working capital, capital expenditures, general corporate purposes or other purposes and we would have to allocate a substantial portion of our cash resources to the payment on our indebtedness, which would reduce the funds available for operations and for distribution to shareholders.

Our success and future growth depend in part on our successful marketing efforts and increased brand awareness. Failure to effectively use our brand to convert sales may negatively affect our growth and our financial performance.

We believe that an important component of our growth will be continued market penetration through our digital marketing channel and leveraging our marketing collaboration agreement with Postmedia, during the five-year term of the agreement. To achieve this growth, we anticipate relying heavily on marketing and advertising to increase the visibility of the Mogo brand with potential members. The goal of this marketing and advertising is to increase the strength, recognition and trust in the Mogo brand, and drive more unique visitors to open MogoAccounts and access Mogo products. The agreement with Postmedia can be terminated if the Company's revenues do not reach certain specified thresholds or if Postmedia's media reach drops below specified thresholds. We incurred expenses of $16.5 million on sales and marketing in the year ended December 31, 2021.

Our business model relies on our ability to scale rapidly and to decrease incremental member acquisition costs as we grow. If we are unable to recover our marketing costs through increases in website traffic and in our conversion rates, or if we discontinue our broad marketing campaigns, it could have a material adverse effect on our growth, results of operations and financial condition.

Member complaints or negative publicity could result in a decline in our member growth and our business could suffer.

Our reputation is very important to attracting new members to Mogo as well as securing repeat lending and mortgage refinancing to existing members. While we believe that we have a good reputation and that we provide our members with a superior experience, there can be no assurance that we will continue to maintain a good relationship with our members or avoid negative publicity. Any damage to our reputation, whether arising from our

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conduct of business, negative publicity, regulatory, supervisory or enforcement actions, matters affecting our financial reporting or compliance with securities regulatory authorities and TSX and Nasdaq requirements, security breaches or otherwise could have a material adverse effect on our business.

Any misconduct or errors by our employees and third-party service providers could harm our business and reputation.

We are exposed to many types of operational risk, including the risk of misconduct and errors by our employees and third-party service providers. Our business depends on our employees and third-party service providers to process a large number of increasingly complex transactions, including transactions that involve significant dollar amounts and loan transactions that involve the use and disclosure of personal and business information. We could be materially adversely affected if transactions are redirected, misappropriated or otherwise improperly executed, if personal and business information is disclosed to unintended recipients or if an operational breakdown or failure in the processing of other transactions occurs, whether as a result of human error, a purposeful sabotage or by means of a fraudulent manipulation of our operations or systems. In addition, the manner in which we store and use certain personal information and interact with members is governed by various federal and provincial laws. If any of our employees or third-party service providers take, convert or misuse funds, documents or data or fail to follow our protocol when interacting with members, we could be liable for damages and subject to regulatory actions and penalties. As a result, we could also be perceived to have facilitated or participated in illegal misappropriation of funds, documents or data, or failed to have followed protocol, and therefore be subject to civil or criminal liability. It is not always possible to identify and deter misconduct or errors by employees or third-party service providers, and the precautions we take to detect and prevent such activities may not be effective in controlling unknown or unmanaged risks or losses. Any of these occurrences could result in our diminished ability to operate our business, potential liability to our members, inability to attract future members, reputational damage, regulatory intervention and financial harm, which could negatively impact our business, financial condition and results of operations.

Our business depends on our ability to collect payments and service the products we make available to our members.

We rely on banks and services providers to facilitate funds transfers within our MogoAccount, including among other things, the disbursement of proceeds of newly originated loans to our members, the collection of payments from members, and the processing of funding and withdrawal requests to and from members' MogoCards and MogoCrypto accounts. As we are not a bank, we do not have the ability to directly access the electronic funds transfer payment network, and must therefore rely on a service provider to process our transactions. If we cannot continue to obtain such services from our current institution, service provider or elsewhere, or if we cannot transition to another processor quickly, our ability to process transactions will suffer.

We rely on third-party partners and service providers to deliver our products and services. Any disruption of service by such third parties could interrupt or delay our ability to deliver our products and service to our members.

We rely on third-party partners and service providers to deliver our products and services, including with respect to the provision of such products and services, account verification, credit decisioning, transaction processing. We also serve our members from third-party cloud-based and traditional data center facilities. The continuous availability of our service depends on the continued operations of these third-party partners, service providers and facilities. In addition, we depend on the ability of our third-party partners and service providers to protect their operations and facilities against damage or interruption from security breaches, natural disasters, power or telecommunications failures, criminal acts and similar events. If there are any lapses of service or damage to the facilities, we could experience lengthy interruptions in our service as well as delays and additional expenses in arranging new facilities and services. Even with current and planned disaster recovery arrangements, our business could be harmed.

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We designed our system infrastructure and procure and own or lease the computer hardware used for our services. Design and mechanical errors, failure to follow operations protocols and procedures could cause our systems to fail, resulting in interruptions in our platforms. Any such interruptions or delays, whether as a result of third-party error, our own error, natural disasters or security breaches, whether accidental or willful, could harm our relationships with members and cause our revenue to decrease or our expenses to increase. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors in turn could further reduce our revenue and subject us to liability, which could materially adversely affect our business.

We face increasing competition and, if we do not compete effectively, our operating results could be harmed.

We compete with other companies that provide financial services to individuals. These traditional financial institutions include banks, credit unions, credit card issuers and other consumer finance companies. In addition, other technology companies may begin to focus, or may in the future focus, their efforts on targeting millennials.

In some cases, some competitors may offer a broader range of financial products to our members, and some competitors may offer a specialized set of specific products or services. Many of these competitors have significantly more resources and greater brand recognition than we do and may be able to attract customers more effectively than we do.

When new competitors seek to enter one of our markets, or when existing market participants seek to increase their market share, they sometimes undercut the pricing or credit terms prevalent in that market, which could adversely affect our market share or ability to exploit new market opportunities. Our pricing and credit terms could deteriorate if we act to meet these competitive challenges. All of the foregoing could adversely affect our business, results of operations, financial condition and future growth.

If the information provided by members to us is incorrect or fraudulent, we may misjudge a member's qualification to receive a loan and our operating results may be harmed.

Our lending decisions are based partly on information provided to us by loan applicants. To the extent that these applicants provide information to us in a manner that we are unable to verify, our credit model may not accurately reflect the associated risk. In addition, data provided by third-party sources is a significant component of our credit model, and this data may contain inaccuracies. Inaccurate analysis of credit data that could result from false loan application information could harm our reputation, business and operating results.

We also use identity and fraud check analyzing data provided by external databases to authenticate each member's identity. There is a risk, however, that these checks could fail, and fraud may occur. We may not be able to recoup funds underlying loans made in connection with inaccurate statements, omissions of fact or fraud, in which case our revenue, operating results and profitability will be harmed. Fraudulent activity or significant increases in fraudulent activity could also lead to regulatory intervention, negatively impact our operating results, brand and reputation and require us to take steps to reduce fraud risk, which could increase our costs.

We rely on our management team and need additional key personnel to grow our business, and the loss of key employees or inability to hire key personnel could harm our business.

We believe our success has depended, and continues to depend, on the efforts and talents of our executives and employees, including David Feller, our Chair and Chief Executive Officer ("CEO"), and Gregory Feller, our President and Chief Financial Officer ("CFO"). Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand and we may incur significant costs to attract and retain them. In addition, the loss of any of our senior management or key employees could materially adversely affect our ability to execute our business plan and strategy, and despite

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maintaining a comprehensive succession plan, we may not be able to find adequate replacements on a timely basis, or at all. We do not maintain key person life insurance policies on any of our employees.

Competition for our employees is intense, and we may not be able to attract and retain the highly skilled employees whom we need to support our business.

Competition for highly skilled engineering and data analytics personnel is extremely intense, and we continue to face difficulty identifying and hiring qualified personnel in many areas of our business. We may not be able to hire and retain such personnel at compensation levels consistent with our existing compensation and salary structure. Many of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. In particular, candidates making employment decisions, specifically in high-technology industries, often consider the value of any equity they may receive in connection with their employment. Any significant volatility in the price of our common shares may adversely affect our ability to attract or retain highly skilled technical, financial and marketing personnel.

In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements and the quality of our services and our ability to serve our members could diminish, resulting in a material adverse effect on our business.

If we cannot maintain our corporate culture, we could lose valuable qualities from our workforce.

We believe that our corporate culture is a critical component of our success, which we believe fosters innovation, encourages teamwork and cultivates creativity. As we develop the infrastructure of a public company and continue to grow, we may find it difficult to maintain these valuable aspects of our corporate culture. Failure to preserve our corporate culture could negatively impact our future success, including our ability to attract and retain employees, encourage innovation and teamwork and effectively focus on and pursue our corporate objectives.

Litigation may adversely affect our business and financial condition.

Our business is subject to the risk of litigation by employees, members, consumers, suppliers, competitors, shareholders, government agencies, or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation. The outcome of litigation, particularly class action lawsuits, regulatory actions and intellectual property claims, is difficult to assess or quantify. Plaintiffs in these types of law suits may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to these lawsuits may remain unknown for substantial periods of time. In addition, certain of these lawsuits, if decided adversely to us or settled by us, may result in liability material to our financial statements as a whole or may negatively affect our operating results if changes to our business operations are required. The cost to defend future litigation may be significant. There also may be adverse publicity associated with litigation that could negatively affect consumer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable. As a result, litigation may adversely affect our business and financial condition.

Dividends and Distributions

The holders of Common Shares are entitled to receive distributions as and when declared from time to time on the Common Shares by the Board, acting in its sole discretion, out of the Company's assets properly available for the payment of dividends.

On February 27, 2019, prior to completion of the Arrangement, the board of directors of Difference declared the Company's first ever special dividend of $0.10 per Common Share, payable in cash. The Company intends to reinvest all future earnings in order to finance the development and growth of its business. As a result, the Company does not intend to pay dividends on the Common Shares in the foreseeable future. The declaration of any future

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dividends by the Board will be dependent on the Company's earnings, liquidity position, financial condition and capital requirements, as well as any other factors deemed relevant by the Board.

Description of Capital Structure

The Company's authorized share capital consists of an unlimited number of Common Shares and an unlimited number of preferred shares. As at December 31, 2021, there were 76,390,043 Common Shares and no preferred shares issued and outstanding.

Each Common Share entitles its holder to notice of and to one vote at all meetings of the Company's shareholders. Each Common Share is also entitled to receive dividends if, as and when declared by the Board. Holders of Common Shares are entitled to participate in any distribution of the Company's net assets upon liquidation, dissolution or winding-up of the Company on an equal basis per share.

Market for Securities

Trading Price and Volume

The Common Shares are listed and posted for trading on the TSX under the symbol "MOGO" and on the Nasdaq under the symbol "MOGO". The Listed Warrants are listed and posted for trading on the TSX under the symbol "MOGO.WT" and the Convertible Debentures were listed and posted for trading on the TSX under the symbol "MOGO.DB" until January 11, 2021 when the early conversion of the Convertible Debentures was completed.

The following tables set forth the reported price range and total volume of the Common Shares, Listed Warrants and Convertible Debentures for the most recently completed financial year.

Common Shares

	TSX<br><br><br>(prices in Canadian<br>dollars)			Nasdaq<br><br><br>(prices in U.S.<br>dollars)
Month	High Trading Price<br>($)	Low Trading Price ($)	Average Volume	High Trading Price<br>($)	Low Trading Price ($)	Average Volume
January 2021	6.84	4.77	320,522	5.38	3.71	1,218,803
February 2021	15.00	5.16	865,583	11.86	4.03	5,098,164
March 2021	15.34	7.91	579,130	12.29	6.23	4,183,947
April 2021	13.95	7.88	381,573	11.13	6.26	2,870,787
May 2021	11.46	7.72	232,869	9.39	6.33	1,222,966
June 2021	10.50	8.58	311,411	8.48	6.93	1,187,153
July 2021	9.60	6.65	273,271	7.94	5.21	986,905
August 2021	9.30	6.37	328,858	7.45	4.97	1,927,376
September 2021	7.23	5.41	336,188	5.74	4.25	872,762
October 2021	7.60	5.07	358,871	6.15	4.02	1,305,601
November 2021	8.08	5.77	376,046	6.52	4.51	1,146,869
December 2021	6.52	3.93	349,147	5.12	3.04	1,385,183

Listed Warrants

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	TSX<br><br><br>(prices in Canadian<br>dollars)
Month	High Trading Price<br>($)	Low Trading Price ($)	Average Volume
January 2021	4.64	2.76	11,470
February 2021	12.83	3.14	71,823
March 2021	13.05	6.27	31,696
April 2021	11.75	6.00	9,289
May 2021	8.61	6.00	3,169
June 2021	8.36	6.52	1,076
July 2021	6.97	4.74	1,406
August 2021	7.15	4.43	2,055
September 2021	4.72	3.42	505
October 2021	5.20	3.03	840
November 2021	5.88	3.75	1,189
December 2021	4.00	2.00	2,124

Convertible Debentures

	TSX<br><br><br>(prices in Canadian<br>dollars)
Month	High Trading Price<br>($)	Low Trading Price ($)	Average Volume
January 2021	225.18	175.00	34,167

Escrowed Securities and Securities Subject to a Contractual Restriction on Transfer

Designation of Class	Number of Securities Held in Escrow or<br>Subject to a Contractual Restriction on Transfer	Percentage of Class
Common<br>Shares^12345^	13,769,142	18.0%
Warrants^5^	16,417	0.01%
Options^5^	3,710,325	41.6%
RSUs^5^	25,000	59.5%

The following securities are subject to escrow arrangements or contractual restrictions on transfer:

1.	In connection with the acquisition of Carta, 3,107,448 Common Shares bore restrictive legends prohibiting<br>their disposition until January 25, 2022.
2.	In connection with the acquisition of Carta, 338,828 Common Shares are held by an intermediary limited<br>partnership and will be distributed to eligible limited partners on or about January 25, 2024, in accordance with the terms of such limited partnership agreement.
---	---
3.	In connection with the acquisition of Moka, 592,967 Common Shares were in escrow as at December 31, 2021.<br>7,221 of those Common Shares were released from escrow on February 4, 2022. The remaining shares are subject to restrictions and release conditions pursuant to the terms of escrow agreements between the Company and certain former Moka shareholders<br>and for which the final escrow termination date is May 4, 2024. 64,849 of those remaining Common Shares were issued to employee shareholders and are released on a quarterly basis subject to forfeiture provisions.
---	---
4.	In connection with the acquisition of Fortification, 75,000 Common Shares were in escrow as at December<br>31, 2021. 37,500 of those Common Shares were released from escrow on February 28, 2022, and the remaining shares are subject to restrictions and release conditions pursuant to the terms of an escrow agreement between the Company and the former<br>shareholders of Fortification and for which the final escrow
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termination date is August 31, 2024.
5.	In connection with the Second Registered Direct Offering, 9,931,876 Common Shares, 16,417 warrants,<br>3,370,214 options, and 25,000 RSUs were being held in lock-up until March 13, 2022. 276,977 of these Common Shares are also under escrow pursuant to Note 3 and have only been included once in the total above.
---	---

Prior Sales

In 2021, the Company issued the following securities not listed or quoted on a marketplace:

Date of<br>Issue	Exercise Price	Number of Securities Issued
Warrants to purchase Common Shares:
February 24, 2021	US$11.00	2,673,268
February 24, 2021	US$12.65	267,327
December 13, 2021	US$4.70	3,055,556
Options to purchase Common Shares:
March 31, 2021	$10.72	2,125,371
August 19, 2021	$6.79	50,000
September 30, 2021	$5.56	2,631,444
October 20, 2021	$6.72	8,000
December 23, 2021	$4.42	263,000
December 31, 2021	$4.40	332,759

Directors and Officers

Name, Occupation and Security Holding

The following table sets out, as of the date of this AIF, for each of the Company's directors and executive officers, the person's name, province or state and country of residence, position with the Company, principal occupation and, if a director, the date on which the director first became a director.

Directors are elected each year at the annual meeting of shareholders of the Company to serve until the next annual meeting or until a successor is elected or appointed.

The following table sets forth information regarding our directors and executive officers as of the date of this AIF:

Name and Province or State and Country of Residence	Position/Title	Director/Officer Since	Principal Occupation During Past 5 Years
David Feller<br>British<br>Columbia, Canada	Chair of the Board,<br>CEO	August 26,<br>2003	CEO of Mogo
Gregory Feller^1^<br>New York, United States	President, CFO and<br>Director	April 10, 2015	President & CFO of Mogo
Philip Barrar^1^<br><br><br>New Hampshire, United<br>States	Chief Innovation Officer<br>(“CIO”)	June 14, 2021	CEO of Moka until June 2021<br><br><br>CIO of Mogo since June 2021
Alice Davidson^1^<br><br><br>British Columbia,<br>Canada	Chief Legal<br>Officer<br>(“CLO”)	June 14, 2021	VP & General Counsel of Mogo until June<br>2021<br> <br>CLO of Mogo since June 2021
Allan Smith<br><br><br>Utah, United States	Chief People<br>Officer<br>(“CPO”)	January 10, 2022	Global HR Director at Anaplan until June<br>2018<br> <br>Senior Director of People at SoFi<br>June 2018-Jan 2022<br> <br>CPO of Mogo since Jan<br>2022

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Name and Province or State and Country of Residence	Position/Title	Director/Officer Since	Principal Occupation During Past 5 Years
Michael Wekerle^2^<br>Ontario, Canada	Director	June 21, 2019	Chairman of Waterloo Innovation<br>Network
Christopher Payne^3^<br><br><br>Ontario, Canada	Director	January 25, 2021	Managing Partner and Founder of Hawthorn<br>Equity Partners
Liam Cheung^1^<br><br><br>Quebec, Canada	Director	June 29, 2021	Managing Director, Tactico Inc.^^
Wendy Rudd^4^<br><br><br>Ontario, Canada	Director	June 29, 2021	Consultant
1.	Member of the Investment Committee.
---	---
2.	Member of the Audit Committee; Chair of the Corporate Governance, Compensation and Nominating Committee<br>("CGCNC"); Chair of the Investment Committee.
---	---
3.	Chair of the Audit Committee; Member of the CGCNC.
---	---
4.	Member of the CGCNC; Member of the Audit Committee.
---	---

As at December 31, 2021, the directors and executive officers of the Company directly or beneficially owned or controlled an aggregate of 9,449,035 Common Shares, representing approximately 12.3% of the Company's issued and outstanding Common Shares as of December 31, 2021.

Biographies

The following are brief profiles of our executive officers and directors, including a description of each individual's principal occupation within the past five years.

David Feller founded Mogo in 2003 and currently serves as the Company's Chief Executive Officer and Chair of our Board. Over the past 18 years, Mr. Feller has grown Mogo into Canada's leading digital financial platform with over 1.8 million members, annual revenues exceeding $57 million, and more than 300 team members. During that time, he led the Company through equity and debt financings totaling more than $500 million, securing two credit facilities with a leading global investment firm and the Company's IPO on the TSX and subsequent Nasdaq listing. Mr. Feller is passionate about using technology and design to deliver innovative digital solutions that help consumers improve their financial health. He is a former member of the Young Entrepreneurs Organization (YEO) of Canada and is a graduate of the University of Western Ontario with a Bachelor of Arts degree. Mr. Feller's experience leading the business along with his responsibilities for the strategic direction, product innovation and management of Mogo's day to day operations, bring broad industry and specific institutional knowledge and experience to the Board.

Gregory Feller is a co-founder of Mogo, has served as the Company's Chief Financial Officer since August 2011, and has served as a member of our Board and President of the Company since April 2015. Prior to his appointment, Mr. Feller was a Managing Director and Co-Head of the Technology Investment Banking Group at Citadel Securities, a financial services group. From 2008 to 2010, Mr. Feller was a Managing Director at UBS Investment Bank, a global financial institution. Prior to joining UBS, Mr. Feller was a Managing Director with Lehman Brothers where he worked from 2001 to 2008 and a Vice President at Goldman Sachs & Co. from 1998 to 2000. Mr. Feller has a Bachelor of Administrative and Commercial Studies from the University of Western Ontario and a Masters of Management from the Kellogg School of Management at Northwestern University, where he graduated Beta Gamma Sigma.

Philip Barrar is a hands-on serial entrepreneur and founder, and is Mogo’s first ever Chief Innovation Officer. His direct experience ranges from product conceptualization and business development to full in-market execution. As CEO and founder of Moka (formerly Mylo), Mr. Barrar raised $17 million from major Canadian financial institutions, acquired an asset management firm with $250M in AUM, scored a deal on CBC’s Dragons’ Den and led the company’s international expansion to France in July 2020. His work is frequently featured in major Canadian media, including BNN, CBC, The Financial Post, Global, and The Globe and Mail. Mr. Barrar has also been recognized as

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a leader in the space: he made the Bay Street Bull’s 30 under 30 list for 2018 and was a finalist for EY Entrepreneur of the Year 2018 and 2019.

Alice Davidson has over 14 years’ experience in the legal industry. She joined Mogo in 2016 and currently serves as its Chief Legal Officer. Ms. Davidson has supported Mogo from a legal, regulatory, and compliance perspective in the launch of all its products, its expansion across Canada, and its listing on the TSX and Nasdaq. She plays a key role in Mogo’s strategic initiatives, including its acquisitions, investments, financings, and partnerships and manages the Board. Prior to joining Mogo, she was an associate in the Corporate/Securities group at Stikeman Elliott LLP, focusing on capital markets, corporate finance, and M&A, representing both issuers and underwriters. While pursuing her law degree, Ms. Davidson was a Contracts Associate at Xantrex Technology Inc. (TSX: XTX) and managed the legal department following the company’s sale to Schneider Electric. She is a member of Law Society of British Columbia, Association of Corporate Counsel, Women General Counsel Canada, and TechGC. She has a Bachelor of Business Administration from Schulich School of Business and a Juris Doctor from the Allard School of Law at the University of British Columbia.

Allan Smith has 15 years of expertise as an analytical human resources leader with global experience in progressively demanding leadership roles in Fortune 50 as well as hyper-growth SaaS and fintech companies. He is Mogo’s first ever Chief People Officer. Most recently, Mr. Smith served as Senior Director for fintech leader SoFi (NASDAQ:SOFI), where he led the people function across SoFi International and its subsidiary Galileo. Previously, he held multiple HR leadership roles with Amazon (NASDAQ:AMZN) over a 7-year period of rapid growth. Mr. Smith also led a geographically dispersed global HR team for Anaplan and served as Senior HR Business Partner with Veeva Systems. He has an MBA in Organizational Behavior/Human Resource Management from Brigham Young University.

Michael Wekerle was a co-founder and partner of Griffiths McBurney & Partners' sales and trading operations in 1995. He served as Vice Chairman of Institutional Trading at GMP Securities L.P. until August 2011 where he was widely considered a leading investment advisor in Canada. During his time, he helped establish the firm's hedge fund and institutional trading desk and developed a reputation for assisting clients in profiting from large-scale transactions. Prior to his tenure at GMP, Mr. Wekerle was head of institutional trading at First Marathon Securities Ltd.

Christopher Payne has deep experience in M&A and private equity with a strong focus on the technology sector. He is the Managing Partner and Founder of Hawthorn Equity Partners, a leading middle market private equity firm launched in 2005. Previously, Mr. Payne was a Managing Director within the Merchant Banking Group of CIBC. Prior to CIBC, he was an entrepreneur working with a group of investors and executives in Silicon Valley on the formation of a business that ultimately became PayPal. Mr. Payne also worked at BMO Nesbitt Burns in M&A and later helped start BMO Nesbitt Burns Equity Partners, a North American mid-market focused merchant bank. He holds an Honour's Bachelor's Degree in Commerce from Queen's University and an MBA from The Wharton School.

Wendy Rudd is an innovative securities industry leader, with demonstrated accomplishments including the introduction of leading-edge electronic trading products and services to the Canadian market. Most recently, as a senior executive at IIROC, she was instrumental in modernizing the regulation of Canadian equity and debt markets, as well as the conduct and prudential regulation of investment dealers. Ms. Rudd’s past positions include Partner - Capital Markets for Capco, Chief Executive Officer at TriAct Canada Marketplace, and senior management roles in business development at ITG Canada, CIBC World Markets and the Toronto Stock Exchange. She is currently a member of the Coinsquare Board of Directors, and has served as President of the Canadian Capital Markets Association and as a member of the IIROC Board of Directors. Ms. Rudd holds a Bachelor of Mathematics degree in Computer Science from the University of Waterloo, and a Masters of Business Administration from Wilfrid Laurier University.

Liam Cheung has held senior executive positions relating to corporate strategy, technology and operations for brokerage and trading businesses throughout North America, Asia and Europe. Most recently, Dr. Cheung served as Executive Chairman of Moka and CEO of Tactex Asset Management Inc. and continues to be a director of both

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companies. He was the founder of Tactico Inc., where he successfully managed a portfolio of investments including Fidelity Clearing Canada, Omega ATS, Pointus Trading, Verticlear and JitneyTrade. Prior to founding Tactico, Dr. Cheung was instrumental in successfully establishing new businesses, divisions or other strategic initiatives for several brokerage and trading technology companies, including an execution routing technology firm, a direct market access division for global equity, options, foreign exchange and fixed income trading, an automated algorithmic trading technologies division, a hedge fund infrastructure firm, and the implementation of a representative office in Asia. Dr. Cheung is an associate of the Society of Actuaries and holds the chartered financial analyst designation. He additionally holds a Ph.D. in Economics from McGill University, as well as a M.Sc. in Management from Boston University and a BMath from University of Waterloo.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Corporate Cease Trade Orders

None of our directors or executive officers has, within the 10 years prior to the date of this AIF, been a director, chief executive officer or chief financial officer of any company (including us) that, while such person was acting in that capacity (or after such person ceased to act in that capacity but resulting from an event that occurred while that person was acting in such capacity) was the subject of a cease trade order, an order similar to a cease trade order, or an order that denied the company access to any exemption under securities legislation, in each case for a period of more than 30 consecutive days.

Corporate Bankruptcies

None of our directors, executive officers, or shareholders holding a sufficient number of securities to affect materially the control of the Company, (i) has, within the 10 years prior to the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (ii) is, or has been within the last 10 years before the date of this AIF, a director or executive officer of any company, that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties or Sanctions

No director or executive officer of the Company or shareholder holding sufficient securities of the Company to affect materially the control of the Company has:

•	been subject to any penalties or sanctions imposed by a court relating to securities<br>legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
•	been subject to any other penalties or sanctions imposed by a court or regulatory body that<br>would likely be considered important to a reasonable investor making an investment decision.
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Conflicts of Interest

To the best of our knowledge, there are no known existing or potential conflicts of interest among us and our directors, officers or other members of management as a result of their outside business interests except that certain of our directors and officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to us and their duties as a director or officer of such other companies.

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Interests of Management and Others in Material Transactions

To the best of our knowledge, there are no material interests, direct or indirect, of any of our directors or senior management, any shareholder that beneficially owns, or controls or directs (directly or indirectly), more than 10% of any class or series of our outstanding voting securities, or any associate or affiliate of any of the foregoing persons, in any transaction within the three years before the date hereof that has materially affected or is reasonably expected to materially affect us or any of our subsidiaries.

Legal Proceedings and Regulatory Actions

Legal Proceedings

We are from time to time involved in legal proceedings of a nature considered normal to our business. We believe that none of the litigation in which we are currently involved, or have been involved since the beginning of the most recently completed financial year, individually or in the aggregate, is material to our consolidated financial condition or results of operations.

Regulatory Actions

Neither the Company nor its subsidiaries are involved in any regulatory action which would have a material adverse effect on the Company.

Transfer Agents and Registrars

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. at its principal office in Vancouver, British Columbia.

Material Contracts

The following are the only material contracts, other than those contracts entered into in the ordinary course of business, which we have entered into since the beginning of the last financial year, or entered into prior to such date and are still in effect and which are required to be filed with Canadian securities regulatory authorities in accordance with Section 12.2 of National Instrument 51-102 – Continuous Disclosure Obligations.

•	Investment Agreement between Mogo Inc., Coinsquare Ltd, and certain of the<br>shareholders of Coinsquare Ltd., dated February 10, 2021, as amended by an Amending Agreement dated March 31, 2021, pursuant to which the Company has the right to acquire additional ownership interest in<br>Coinsquare through the exercise of warrants under certain conditions.
•	Warrant Indenture dated October 7, 2020 between the Company and Computershare Trust Company of Canada ("Computershare"), as warrant agent, which governs the terms and conditions of the Listed<br>Warrants.
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•	<br>Second Amended and Restated Marketing<br>Collaboration Agreement effective January 1, 2020 between the Company and Postmedia, as amended on June 3, 2020, which extended the term of the initial marketing collaboration agreement with Postmedia for an<br>additional two years to the end of 2022, and which will provide Mogo with over $15 million of annual media value. Under the amended and extended agreement, Mogo will continue to receive a similar minimum annual media value from Postmedia to the<br>original agreement while Postmedia will receive a similar quarterly payment to the previous agreement through a combination of a quarterly fixed cash payment of $263,000 and minimum commissions of $112,500 per quarter related to Mogo's digital<br>performance spend, which will be managed by Postmedia's digital division. In connection with the amendment and extension of the agreement, Mogo agreed to issue to<br>Postmedia 5-year warrants to acquire 350,000 Common Shares at an exercise price
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of $3.537, which vest in equal instalments over three years. Mogo also agreed to extend the term of 50% of the warrants previously issued to Postmedia from January 25, 2021 to January 25, 2023. In June 2020, we further amended the agreement to,<br>among other things, waive the revenue sharing payments payable by Mogo to Postmedia in respect of the second and third calendar quarters of 2020 and waive the minimum search and social spend for which Mogo was obliged through December 31, 2020. In exchange, Mogo agreed to reduce the exercise price of all warrants issued to Postmedia to $1.292 per Common Share.
•	Amended and Restated Subordination Agreement (Thurlow Guarantee) dated September 30, 2020<br>among DB FSLF 50 LLC, Dale Matheson Carr-Hilton LaBonte LLP and Mogo Finance Technology Inc., pursuant to which the security granted to Dale Matheson Carr-Hilton LaBonte LLP on behalf of the holders of certain secured debentures, securing debt owing<br>under the secured debentures, is subordinated and postponed to the security granted to DB FSLF 50 LLC.
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•	Amended and Restated Subordination Agreement dated September 30, 2020 among DB FSLF 50 LLC,<br>Dale Matheson Carr-Hilton LaBonte LLP, Mogo Finance, Mogo Mortgage Technology Inc., Mogo Financial Inc., Mogo Financial (B.C.) Inc., Mogo Financial (Alberta) Inc., Mogo Financial (Ontario) Inc., Hornby Loan Brokers (Ottawa) Inc., Horny Leasing Inc.,<br>Thurlow Management Inc., Thurlow Capital (BC) Inc., Thurlow Capital (Alberta) Inc., Thurlow Capital (Ontario) Inc., Thurlow Capital (Manitoba) Inc., Thurlow Capital (Ottawa) Inc. and Mogo Technology Inc., pursuant to which the security granted to<br>Dale Matheson Carr-Hilton LaBonte LLP on behalf of the holders of certain secured debentures, securing debt owing under the secured debentures, is subordinated and postponed to the security granted to DB FSLF 50<br>LLC.
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•	<br>Amended and Restated Revolving Credit and Guarantee Agreement dated as of July 16, 2019, between Mogo, Mogo Financial Inc., Mogo Financial (B.C.) Inc.,<br>Mogo Financial (Alberta) Inc., Mogo Financial (Ontario) Inc., the Company, and DB FSLF 50 LLC, as amended. See "Business Description – Credit Facility" for more details.
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Copies of these material contracts are available under our profile on the SEDAR website at www.sedar.com. The above summaries are qualified in their entirety by reference to the terms of the contract.

Experts

Names of Experts

Our annual consolidated financial statements as of December 31, 2021 have been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report appearing herein, and have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

Interests of Experts

KPMG LLP have confirmed that they are independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation, and that they are independent accountants with respect to the Company under all relevant United States professional and regulatory standards.

Information on the Audit Committee

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The Audit Committee's Charter

The Company's Audit Committee Charter is included in Appendix A.

Composition of the Audit Committee

Mogo's Audit Committee consists of three directors, all of whom are independent under applicable Canadian and U.S. standards. They are also all financially literate in accordance with National Instrument 52-110 – Audit Committees ("NI 52-110") and with the NASDAQ Stock Market Rules. The members of the Audit Committee are Christopher Payne (Chair), Michael Wekerle, and Wendy Rudd.

Relevant Education and Experience

The Board has considered the extensive financial experience of Mr. Wekerle, Mr. Payne, and Ms. Rudd and has determined that each is (i) financially literate in accordance with NI 52-110 and Rule 10A-3 under the Exchange Act, and (ii) an independent director as that term is defined by the applicable Canadian and SEC rules and in the NASDAQ Stock Market Rules.

Specifically, for the purposes of NI 52‑110, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer's financial statements. Additionally, at least one member of the Audit Committee must be an "audit committee financial expert" as defined by the SEC. All members of the Audit Committee have experience reviewing financial statements and dealing with related accounting and auditing issues.

Audit Committee Oversight

Pre-Approval Policies and Procedures

Under its charter, the Audit Committee is required to pre‑approve all audit and non‑audit services to be performed by the external auditors in relation to the Company, including audit services, audit-related services, tax services and other services as described above, other than those for de minimis services or routine advisory work as required by management during the year. The Audit Committee is also required to approve the engagement letter for all non‑audit services and estimated fees thereof, other than those for de minimis services or routine advisory work as required by management during the year. The pre‑approval process for non‑audit services will also involve a consideration of the potential impact of such services on the independence of the external auditors. The Audit Committee has also established an External Auditor Hiring Policy.

External Auditor Service Fees (By Category)

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by KPMG LLP in 2020 and 2021. We did not pay any other fees to our auditors during the periods indicated below.

	Year<br>ended<br>December 31, 2021	Year<br>ended<br>December 31, 2020
Audit Fees^1^	$1,484,471	$1,006,034
Audit Related Fees^2^	-	-
Tax Fees^3^	$47,962	$52,607

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All Other Fees^4^	-	-
Total Fees Paid	$1,532,433	$1,058,641

(1) "Audit fees" means the aggregate fees billed for professional services rendered by our principal auditors for the annual audit of our consolidated financial statements.

(2) "Audit related fees" represents the aggregate fees billed for assurance and related services by our principal auditors that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported as audit fees.

(3) "Tax fees" of 2020 and 2021 were for services rendered by our principal accountants for tax compliance, tax advice and tax planning.

(4) "All other fees" refers to the routine consulting services.

Additional Information

Additional information including directors' and executive officers' remuneration and indebtedness, principal holders of the Company's securities and securities authorized for issuance under equity compensation plans will be contained in the Company's management information circular for its annual meeting of shareholders.

Additional information relating to Mogo Inc. can be found on SEDAR at www.sedar.com and EDGAR at www.sec.gov. Additional financial information is available in the annual audited financial statements and management's discussion and analysis for the financial year ended December 31, 2021.

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Appendix A – Audit Committee Charter

1.0 Charter Overview

Established Audit Committee<br>	It is<br>the policy of Mogo Inc., including its subsidiaries and affiliates (collectively, "Mogo"), to establish and maintain an Audit Committee (the "Committee") to assist the Directors of Mogo in carrying out the Board's oversight responsibility for the<br>accounting, internal controls, financial reporting, audits of financial statements, and risk management processes of Mogo.
Resources / admin support<br>	The<br>Committee is provided with resources commensurate with the duties and responsibilities assigned to it by the Board including appropriate administrative support. Without limiting the generality of the foregoing, Mogo provides for appropriate funding,<br>as determined by the Committee in its capacity as a committee of the Board, for payment of:<br> <br><br><br><br>(a) compensation to any<br>registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for Mogo;<br><br><br><br><br><br>(b) compensation to any<br>advisors engaged by the Committee under Section 4(c) of this Charter; and<br> <br><br><br><br>(c) ordinary<br>administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
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Investigations /<br>unrestricted access	If<br>determined appropriate by the Committee, it has the discretion to institute investigations of improprieties, or suspected improprieties within the scope of its responsibilities, including the standing authority to retain special counsel or other<br>experts.<br> <br><br><br><br>The Committee has<br>unrestricted access to Mogo's external auditors, is authorized to seek any information that it requires from any employee and all employees are directed to co-operate with any request made by the Committee.
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2.0 Composition of Committee

(a)	Composition
Committee minimum	The<br>Committee is established by a resolution of the Board. The Committee must consist of a minimum of three (3) Directors. The Board appoints the members of the Committee and may seek the advice and assistance of the Corporate Governance, Compensation<br>and Nominating Committee in identifying qualified candidates. The Board appoints one member of the Committee to be the chair of the Committee (the "Chair").
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(b)	Independence
All members are independent<br>	All of the members of the Committee must be Directors who are independent within the meaning of National Instrument 52-110 — Audit Committees ("NI<br>52-110"), Rules 10A-3 under the United States Securities Exchange Act of 1934, as amended, and the rules of any stock exchange or market on which Mogo's shares are listed or posted for trading (collectively, "Applicable Governance Rules").<br><br><br><br><br><br>In this Charter, the term<br>"independent" includes the meanings given to similar terms by Applicable Governance Rules, including the terms "non-executive", "outside" and "unrelated" to the extent such terms are applicable under Applicable Governance Rules. No member of the<br>Committee will have participated in the preparation of the financial statements of Mogo or any current subsidiary of Mogo at any time during the past three (3) years.
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(c)	Financial Literacy
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Understanding of financial<br>statements	All<br>members of the Committee must be able to read and understand fundamental financial statements (including a balance sheet, income statement and cash flow statement) and read and understand a set of financial statements that present a breadth and<br>level of complexity of accounting issues that are generally comparable to the breadth and level of complexity of the issues that can reasonably be expected to be raised by Mogo's financial statements.
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Audit committee financial<br>expert	At<br>least one member of the Committee must be an "audit committee financial expert" as defined by the United States Securities and Exchange Commission.
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(d)	Term Length
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Term length	A<br>Director appointed by the Board to the Committee will be a member of the Committee until replaced by the Board or until the individual resigns.
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3.0 Meetings of the Committee

(a)	Frequency of Meetings

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Frequency	The<br>Committee convenes a minimum of four times each year at such times and places as may be determined by the Chair of the Committee, and whenever a meeting is requested by the Board, a member of the Committee, the auditors or senior management of Mogo.<br>Scheduled meetings of the Committee correspond with the review of the quarterly and year-end financial statements and management discussion and analysis.
(b)	Notice of a Meeting
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Notice of a meeting<br>	Notice<br>of each meeting of the Committee is given to each member of the Committee.<br><br><br>Notice of a meeting of the<br>Committee will:<br><br><br><br>•be<br> in writing, which includes electronic communication facilities;<br><br><br><br>•state<br> the nature of the business to be transacted at the meeting in reasonable detail;<br><br><br><br>•to<br> the extent practicable, be accompanied by a copy of any documentation to be considered at the meeting; and<br><br><br><br>•be<br> given at least two business days prior to the time stipulated for the meeting or such shorter period as the members of the Committee may permit.
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(c)	Quorum
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Quorum	A<br>quorum for the transaction of business at a meeting of the Committee will consist of a majority of the members of the Committee. However, it is the practice of the Committee to require review, and, if necessary, approval of important matters by all<br>members of the Committee.
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(d)	Forms of Communication
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Communication	A<br>member or members of the Committee may participate in a meeting of the Committee by means of such telephonic, electronic or other communication facilities as permits all persons participating in the meeting to communicate with each other. A member<br>participating in such a meeting by any such means is deemed to be present at the meeting.
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(e)	Absence of the Chair
Absence of the Chair<br>	In the<br>absence of the Chair of the Committee, the members of the Committee choose one of the members present to chair the meeting. In addition, the members of the Committee choose one of the persons present to be the secretary of the meeting.
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(f)	Inviting Guests
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Inviting guests to meetings<br>	The<br>Committee may invite such persons to attend meetings of the Committee as the Committee considers appropriate, except to the extent exclusion of certain persons is required pursuant to this Charter or by applicable laws.
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(g)	External Auditors
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Presence of external<br>auditors	The<br>Committee may invite the external auditors to be present at any meeting of the Committee and to comment on any financial statements, or on any of the financial aspects, of Mogo.<br><br><br>The Committee:<br><br><br><br>•meets<br> with the external auditors separately from individuals other than the Committee, and<br><br><br><br>•may<br> meet separately with management.
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(h)	Minutes
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Meeting minutes	Minutes<br>are kept of all meetings of the Committee and are signed by the chair and the secretary of the meeting. The Chair of the Committee may circulate the minutes of the meetings of the Committee to all members of the Board.
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4.0	Duties and Responsibilities of the Committee
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(a)	Recommending the External Auditor
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External Auditor	The<br>Committee, in its capacity as a committee of the Board, is directly responsible for recommending to the Board the public accounting firm to be nominated for the purpose of preparing or issuing an audit report or performing other audit, review or<br>attest services for Mogo (the "external auditor") as well as the compensation of the external auditor.<br><br><br>The Committee is also<br>directly responsible for the oversight of the work of the external auditor (including resolution of disagreements between management and the auditor regarding financial reporting), and each such external auditor must report directly to the<br>Committee.<br> <br>Note: For more information, see the External Auditor Hiring Policy.
(b)	Other Primary Duties and Responsibilities
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Other Committee duties<br>	The<br>other primary duties and responsibilities of the Committee are to:<br><br><br><br>•identify<br> and monitor the management of the principal risks that could impact the financial reporting of Mogo;<br><br><br><br>•monitor<br> the integrity of the Mogo's financial reporting process and system of internal controls regarding financial reporting and accounting compliance;<br><br><br><br>•monitor<br> the independence, objectivity and performance of the external auditors, including, without limitation:<br><br><br><br>oensuring the Committee's receipt from the external auditors at least<br>annually of a formal written statement delineating all relationships between the external auditors and Mogo;<br><br><br><br>oactively engaging in dialogue with the external auditors with respect<br>to any disclosed relationships or services that may impact the objectivity and independence of the external auditor; and<br><br><br><br>otaking, or recommending that the Board take, appropriate action to<br>oversee the independence of the external auditors;<br><br><br><br>•evaluate<br> the performance of the external auditors at least annually; deal directly with the external auditors to approve external audit plans, other services (if any) and fees;<br><br><br><br>•directly<br> oversee the external audit process and results (in addition to items described under the Relationship with External Auditors section below);<br><br><br><br>•provide<br> an avenue of communication between the external auditors, management and the Board;<br><br><br><br>•periodically<br> review with management the anti-fraud and other relevant risk assessment programs of Mogo;<br><br><br><br>•approve<br> the Whistleblower Policy when material amendments are made and carry out a review designed to ensure that an effective "whistle blowing" procedure exists to permit stakeholders to express any concerns regarding accounting or financial matters to an<br>appropriately independent individual; and<br><br><br><br>•oversee<br> all pension and retirement benefit plans if and when established.
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(c)	Authority
Authority of the Committee<br>	The<br>Committee has the authority to:<br><br><br><br>•inspect<br> any and all of the books and records of Mogo;<br><br><br><br>•discuss<br> with the management of Mogo, any affected party and the external auditors, such accounts, records and other matters as any member of the Committee considers appropriate;<br><br><br><br>•engage<br> independent counsel and other advisors as it determines necessary to carry out its duties; and<br><br><br><br>•set<br> and pay the compensation for any advisors engaged by the Committee.
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(d)	Relationship with the Board
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Board reporting	The<br>Committee will, at the earliest opportunity after each meeting, report to the Board the results of its activities and any reviews undertaken and make recommendations to the Board as considered appropriate.
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(e)	Relationship with External Auditor
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External Auditor	The<br>Committee will:<br><br><br><br>•review<br> the audit plan with the external auditors and with management;<br><br><br><br>•review<br> with the external auditors the critical accounting policies and practices used by Mogo, all alternative treatments of financial information within international financial reporting standards ("IFRS") that the external auditors have discussed with<br>management, the ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the external auditors;<br><br><br><br>•discuss<br> with management and the external auditors any proposed changes in major accounting policies or principles, the presentation and impact of material risks and uncertainties and key estimates and judgments of management that may be material to<br>financial reporting;<br><br><br><br>•review<br> with management and with the external auditors material financial reporting issues arising during the most recent financial period and the resolution or proposed resolution of such issues;<br><br><br><br>•review<br> any problems experienced or concerns expressed by the external auditors in performing any audit, including any restrictions imposed by management or any material accounting issues on which there was a disagreement with management;<br><br><br><br>•review<br> with the external auditors any accounting adjustments that were noted or proposed by the independent auditor but that were "passed" (as immaterial or otherwise), any communications between the audit team and the external auditor's national office<br>respecting auditing or accounting issues presented by the engagement, any "management" or "internal control" letter or schedule of unadjusted differences issued, or proposed to be issued, by the external auditors to Mogo, or any other material<br>written communication provided by the external auditors to Mogo's management;<br><br><br><br>•review<br> with senior management the process of identifying, monitoring and reporting the principal risks affecting financial reporting;<br><br><br><br>•review<br> and discuss with management and the external auditors any off-balance sheet transactions or structures and their effect on Mogo's financial results and operations, as well as the disclosure regarding such transactions and structures in Mogo's<br>public filings;<br><br><br><br>•review<br> the audited annual financial statements (including management discussion and analysis) and related documents in conjunction with the report of the external auditors and obtain an explanation from management of all material variances between<br>comparative reporting periods;<br><br><br><br>•consider<br> and review with management, the internal control memorandum or management letter containing the recommendations of the external auditors and management's response, if any, including an evaluation of the adequacy and effectiveness of the internal<br>financial controls and procedures for financial reporting of Mogo and subsequent follow-up to any identified weaknesses;<br><br><br><br>•review<br> with financial management and the external auditors the quarterly unaudited financial statements and management discussion and analysis before release to the public;<br><br><br><br>•periodically<br> meet separately with management and the external auditors;<br><br><br><br>•oversee<br> the financial affairs of Mogo, and, if deemed appropriate, make recommendations to the Board, external auditors or management;<br><br><br><br>•discuss<br> with management and the external auditors any correspondence with regulatory or governmental agencies that raise material issues regarding Mogo's financial statements or accounting policies;<br><br><br><br>•consider<br> the recommendations of management in respect of the appointment and terms of engagement of the external auditor;<br><br><br><br>•pre-approve<br> all audit and non-audit services to be provided to Mogo by its external auditors, or the external auditors of subsidiaries of Mogo, subject to the overriding principle that the external auditors not be permitted to be retained by Mogo to perform<br>internal audit outsourcing services or financial information systems services^1^; provided that notwithstanding<br>the above, the foregoing pre-approval of non-audit services may be delegated to a member of the Committee, with any decisions of the member with the delegated authority reporting to the Committee at the next scheduled meeting;<br><br><br><br>•approve<br> the engagement letter for non-audit services to be provided by the external auditors or affiliates thereof together with estimated fees, and consider the potential impact of such services on the independence of the external auditors;<br><br><br><br>•when<br> there is to be a change of external auditors, review all issues and provide documentation related to the change, including the information to be included in the notice of change of auditors and documentation required pursuant to the then current<br>legislation, rules, policies and instruments of applicable regulatory authorities and the planned steps for an orderly transition period; and<br><br><br><br>•review<br> all reportable events, including disagreements, unresolved issues and consultations, as defined by applicable laws, on a routine basis, whether or not there is to be a change of the external auditors.
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^1^	Other functions within the same<br>audit firm may be retained for services as long as these functions are independent of the external auditors.
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2021 Annual Information Form

(f)	Public Disclosure of Financial Information
Public disclosures	In<br>connection with the public disclosure of financial information and other public disclosure, the Committee will:<br><br><br><br>•review<br> Mogo's financial statements, MD&A and annual and interim profit or loss press releases before Mogo publicly discloses this information;<br><br><br><br>•review<br> with management its evaluation of Mogo's procedures and controls designed to assure that information required to be disclosed in Mogo's periodic public reports is recorded, processed, summarized and reported in such reports within the time periods<br>specified by applicable securities laws for the filing of such reports ("Disclosure Controls"), and consider whether any changes are appropriate in light of management's evaluation of the effectiveness of such Disclosure Controls;<br><br><br><br>•establish<br> a policy, which may include delegation to an appropriate member or members of management, for release of earnings press releases as well as for the release of financial information and earnings guidance provided to analysts and rating agencies;<br><br><br><br>•satisfy<br> itself that adequate procedures are in place for the review of Mogo's public information extracted from Mogo's financial statements, other than the public information reviewed in accordance with the first bullet point of this section, and<br>periodically assess the adequacy of those procedures;<br><br><br><br>•to<br> the extent deemed appropriate, review and supervise the preparation by management of:<br><br><br><br>othe annual information forms, management information circulars and<br>annual and interim financial statements of Mogo and any other information filed by Mogo with the applicable securities regulators;<br><br><br><br>opress releases of Mogo containing financial information, earnings<br>guidance, forward-looking statements, information about operations or any other material information;<br><br><br><br>ocorrespondence broadly disseminated to shareholders of Mogo;<br>and<br><br><br><br>oother relevant written and oral communications or<br>presentations;<br><br><br><br>•before<br> release, review and if appropriate, recommend for approval by the Board, all public disclosure documents containing audited or unaudited financial information, including any prospectuses, annual reports, annual information forms, management<br>discussion and analysis and press releases, focusing particularly on:<br><br><br><br>oany changes in accounting policies and practices;<br><br><br><br>oany important areas where judgment must be exercised;<br><br><br><br>osignificant adjustments resulting from the audit;<br><br><br><br>othe going concern assumption, if any;<br><br><br><br>ocompliance with accounting standards; and
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2021 Annual Information Form

In<br>connection with the public disclosure of financial information and other public disclosure, the Committee will:<br><br><br>review Mogo's financial statements, MD&A and annual and interim profit or loss press releases before Mogo publicly discloses this information;<br><br><br>review with management its evaluation of Mogo's procedures and controls designed to assure that information required to be disclosed in Mogo's periodic public reports is recorded, processed,<br>summarized and reported in such reports within the time periods specified by applicable securities laws for the filing of such reports ("Disclosure Controls"), and consider whether any changes are appropriate in light of management's evaluation of<br>the effectiveness of such Disclosure Controls;<br><br><br>establish a policy, which may include delegation to an appropriate member or members of management, for release of earnings press releases as well as for the release of financial information<br>and earnings guidance provided to analysts and rating agencies;<br><br><br>satisfy itself that adequate procedures are in place for the review of Mogo's public information extracted from Mogo's financial statements, other than the public information reviewed in<br>accordance with the first bullet point of this section, and periodically assess the adequacy of those procedures;<br><br><br>to the extent deemed appropriate, review and supervise the preparation by management of:<br><br><br>the annual information forms, management information circulars and annual and interim financial statements of Mogo and any other information filed by Mogo with the applicable securities<br>regulators;<br> <br>press releases of Mogo containing financial information, earnings guidance, forward-looking statements, information about operations or any other material information;<br><br><br>correspondence broadly disseminated to shareholders of Mogo; and<br><br><br>other relevant written and oral communications or presentations;<br><br><br>before release, review and if appropriate, recommend for approval by the Board, all public disclosure documents containing audited or unaudited financial information, including any<br>prospectuses, annual reports, annual information forms, management discussion and analysis and press releases, focusing particularly on:<br><br><br>any changes in accounting policies and practices;<br><br><br>any important areas where judgment must be exercised;<br><br><br>significant adjustments resulting from the audit;<br><br><br>the going concern assumption, if any;<br><br><br>compliance with accounting standards; and<br><br><br>compliance with stock exchange and legal requirements;
(g)	Resolution of Conflicts
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Resolution of conflicts<br>	The<br>Committee enquires into and determines the appropriate resolution of any conflict of interest in respect of audit or financial matters which are directed to the Committee by any member of the Board, a shareholder of Mogo, the external auditors or<br>senior management.
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2021 Annual Information Form

(h)	Internal Audit
Review of internal audit<br>need	The<br>Committee periodically reviews with management the need for an internal audit function.
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(i)	Review of Accounting and Reporting Costs
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Reviews of costs	The<br>Committee reviews the accounting and reporting of costs, liabilities and contingencies of Mogo.
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(j)	Review of Risk Exposures
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Financial risk exposures<br>	The<br>Committee periodically discusses with management Mogo's major financial risk exposures and the steps management has taken to monitor and control such exposures.
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(k)	Establish and Review Policies and Procedures
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Policies and procedures<br>	The<br>Committee establishes, monitors and reviews policies and procedures for internal accounting, financial control and management information.
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(l)	Quarterly and Other Certifications
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Certification of disclosure<br>in Issuers' annual and interim filings	The<br>Committee periodically discusses with management Mogo's process for performing its quarterly certifications pursuant to Multilateral Instrument 52-109 — Certification of Disclosure in Issuers' Annual and<br>Interim Filings and the annual certifications of the principal executive and principal financial officer required under applicable rules of the United States Securities and Exchange Commission.
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(m)	Handling of Deficiency Reports
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Internal control deficiency<br>handling	The<br>Committee reviews with the Chief Executive Officer and Chief Financial Officer of Mogo any report on significant deficiencies in the design or operation of the internal controls that could adversely affect Mogo's ability to record, process,<br>summarize or report financial data, any material weaknesses in internal controls identified to the auditors, and any fraud, whether or not material, that involves management or other employees who have a significant role in the Mogo's internal<br>controls.
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2021 Annual Information Form

(n)	Handling Concerns and Complaints
Concerns and complaints<br>handling	The<br>Committee establishes and maintains procedures for:<br><br><br><br>•the<br> receipt, retention and treatment of complaints received by Mogo regarding accounting, internal accounting controls, or auditing matters;<br><br><br><br>•the<br> confidential, anonymous submission by employees of Mogo of concerns regarding questionable accounting or auditing matters; and<br><br><br><br>•reviewing<br> arrangements by which staff of Mogo may, in confidence, raise concerns about possible improprieties in matters of financial reporting and ensuring that arrangements are in place for proportionate and independent investigation and follow-up<br>action.
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(o)	Review of Complaints
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Whistleblower complaints<br>	At each<br>meeting of the Committee, the Committee reviews any complaints or concerns regarding accounting, internal accounting controls, or auditing matters relating to Mogo and significant violations of the Code of Business Conduct and Ethics and/or of any<br>applicable law, rule or regulation. The Committee follows the procedures established under the Whistleblower Policy regarding such concerns and complaints.
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(p)	Review of Related Party Transactions
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Related Party Transactions<br>	The<br>Committee reviews and oversees all related party transactions for conflict of interest situations, discusses the business rationale for these transactions and determines whether appropriate disclosures have been made. For this purpose, the term<br>"related party transactions" includes any "material transaction" required to be disclosed under Item 13 of Form 51-102F2 (Annual Information Form) under National Instrument 51-102 — Continuous Disclosure<br>Obligations and "related party transactions" as defined in United States Securities and Exchange Commission Form 20-F, Item 7.B. .
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(q)	Review External Auditor Hiring Policy
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2021 Annual Information Form

External Auditor Hiring<br>Policy	The<br>Committee reviews and approves Mogo's hiring policies regarding partners, employees, former partners, and employees of the present and former external auditors.<br><br><br>Note: For more information, see the External Auditor Hiring Policy.
(r)	Material Violations / Breaches
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Material violations /<br>breaches	The<br>Committee receives any reports from legal counsel of evidence of a material violation of securities laws or breaches of fiduciary duty by Mogo.
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(s)	Material Legal Matters
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Material legal matters<br>	The<br>Committee reviews with Mogo's legal counsel, on no less than an annual basis, any legal matter that could have a material impact on Mogo's financial statements and any enquiries received from regulators or government agencies.
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(t)	Annual Charter Review
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Annual Charter review<br>	The<br>Committee periodically assesses the adequacy of this Charter and the performance of the Committee.
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Original Issue Date:	May 14, 2015	Authorized By:
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Review:	Annually	Board of Directors
Last updated:	September 2020

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EX-99.4

Exhibit 99.4

CERTIFICATION

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

1.	I have reviewed this annual report<br>on Form 40-F of Mogo Inc.
2.	Based on my knowledge, this report<br>does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered<br>by this report;
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3.	Based on my knowledge, the<br>financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this<br>report;
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4.	The issuer’s other<br>certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act<br>Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
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(a)	Designed such disclosure controls<br>and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those<br>entities, particularly during the period in which this report is being prepared;
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(b)	Designed such internal control<br>over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br>external purposes in accordance with generally accepted accounting principles;
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(c)	Evaluated the effectiveness of the<br>issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br>and
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(d)	Disclosed in this report any<br>change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over<br>financial reporting; and
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5.	The issuer’s other<br>certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the<br>equivalent functions):
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(a)	All significant deficiencies and<br>material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not<br>material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
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Date: March 23, 2022

/s/ David Feller

David Feller Chief Executive Officer

EX-99.5

Exhibit 99.5

CERTIFICATION

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

1.	I have reviewed this annual report<br>on Form 40-F of Mogo Inc.
2.	Based on my knowledge, this report<br>does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered<br>by this report;
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3.	Based on my knowledge, the<br>financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this<br>report;
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4.	The issuer’s other<br>certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act<br>Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
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(a)	Designed such disclosure controls<br>and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those<br>entities, particularly during the period in which this report is being prepared;
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(b)	Designed such internal control<br>over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br>external purposes in accordance with generally accepted accounting principles;
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(c)	Evaluated the effectiveness of the<br>issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br>and
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(d)	Disclosed in this report any<br>change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over<br>financial reporting; and
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5.	The issuer’s other<br>certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the<br>equivalent functions):
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(a)	All significant deficiencies and<br>material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not<br>material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
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Date: March 23, 2022

/s/ Gregory Feller

Gregory Feller Chief Financial Officer

EX-99.6

Exhibit 99.6

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, as the Chief Executive Officer of Mogo Inc. certifies that, to the best of his knowledge and belief, the annual report on Form 40-F for the fiscal year ended December 31, 2021, which accompanies this certification, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and the information contained in the annual report on Form 40-F for the fiscal year ended December 31, 2021 fairly presents, in all material respects, the financial condition and results of operations of Mogo Inc. at the dates and for the periods indicated. The foregoing certification is made pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350) and shall not be relied upon for any other purpose. The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law.

Date: March 23, 2022

By: _/s/ David Feller_____________________

David Feller

Chief Executive Officer

(principal executive officer)

EX-99.7

Exhibit 99.7

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, as the Chief Executive Officer of Mogo Inc. certifies that, to the best of his knowledge and belief, the annual report on Form 40-F for the fiscal year ended December 31, 2021, which accompanies this certification, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and the information contained in the annual report on Form 40-F for the fiscal year ended December 31, 2021 fairly presents, in all material respects, the financial condition and results of operations of Mogo Inc. at the dates and for the periods indicated. The foregoing certification is made pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350) and shall not be relied upon for any other purpose. The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law.

Date: March 23, 2022

By: /s/ Gregory Feller_____________________

Gregory Feller

Chief Financial Officer

(principal financial officer)

EX-99.8

Exhibit 99.8

KPMG LLP

PO Box 10426 777 Dunsmuir Street

Vancouver BC V7Y 1K3

Canada

Telephone (604) 691-3000

Fax (604) 691-3031

Consent of Independent Registered Public Accounting Firm

To the Board of Directors of Mogo Inc.

^^

We consent to the use of our report, dated March 23, 2022, with respect to the consolidated financial statements of Mogo Inc. as of December 31, 2021 and 2020 and for each of the years in the two-year period ended December 31, 2021 as included in this annual report on Form 40-F.

We also consent to the incorporation by reference of such report in the following registration statements of Mogo Inc.:

▪	Registration statement – Form S-8 – File No. 333-225733
▪	Registration statement – Form F-10/A – File No. 333-254791
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/s/ KPMG LLP

Chartered Professional Accountants

March 23, 2022

Vancouver, Canada

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