Orion Digital Corp 6-K, filed Apr 4, 2024

Orion Digital Corp. (ORIO)

6-K 2024-04-04 For: 2023-12-31

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Added on April 10, 2026

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Orion Digital Corp filed this 6-K on April 4, 2024.

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	Mogo Inc.


Date: April 3, 2024	By:	/s/ Gregory Feller
		Name: Gregory Feller
		Title: President & Chief Financial Officer

Exhibit Number		Document Description

99.1		Annual information form dated April 2, 2024

99.2		Form 52-109F1 CEO certification of annual filings

99.3		Form 52-109F1 CFO certification of annual filings

CERTAIN INTERPRETATION MATTERS			3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
CORPORATE STRUCTURE			7
Name, Address, and Incorporation			7
Intercorporate Relationships			8
BUSINESS DESCRIPTION			8
General			8
Products and Services			8
Product Development			11
Our Platforms			11
Specialized Skill and Knowledge			12
Sales and Marketing			12
Competitive Conditions			14
Intangible Properties			14
Credit Facility			15
Employees			16
Foreign Operations			16
GENERAL DEVELOPMENT OF THE BUSINESS			16
Current Financial Year – Recent Developments			16
Three Year History			17
RISK FACTORS			21
DIVIDENDS AND DISTRIBUTIONS			38
DESCRIPTION OF CAPITAL STRUCTURE			38
MARKET FOR SECURITIES			38
Trading Price and Volume			38
Escrowed Securities and Securities Subject to a Contractual Restriction on Transfer			39
Prior Sales			39
DIRECTORS AND OFFICERS			40
Name, Occupation and Security Holding			40
Biographies			40
Cease Trade Orders, Bankruptcies, Penalties or Sanctions			42
INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS			42
LEGAL PROCEEDINGS AND REGULATORY ACTIONS			42
Legal Proceedings			42
Regulatory Actions			43
TRANSFER AGENT AND REGISTRAR			43
MATERIAL CONTRACTS			43
EXPERTS			43
Names of Experts			43
Interests of Experts			43
INFORMATION ON THE AUDIT COMMITTEE			44
The Audit Committee's Charter			44
Composition of the Audit Committee			44
Relevant Education and Experience			44
Audit Committee Oversight			44
Pre-Approval Policies and Procedures			44
External Auditor Service Fees (By Category)			44
ADDITIONAL INFORMATION			45
APPENDIX A – AUDIT COMMITTEE CHARTER			A-1

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

	·	the Company's anticipated cash needs and its needs for additional financing, funding costs, and ability to extend or refinance any outstanding amounts under the Credit Facility (as defined below) and debentures;

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

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

	·	the resolution of any legal matters or disputes;

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

	·	the Company's future growth plans;

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

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

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

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

	·	the Company's competitive position and the regulatory environment in which the Company operates;

	·	anticipated trends and challenges in the Company's business and the markets in which it operates;

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

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

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

	·	disruptions in the credit markets;

	·	an increase in member default rates;

	·	our risk management efforts;

	·	our limited operating history in an evolving industry;

	·	our recent, rapid growth;

	·	our history of losses;

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

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

	·	privacy considerations;

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

	·	our negative operating cash flow;

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

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

	·	the financial covenants under the Credit Facility;

	·	security breaches of members' confidential information;

	·	a decline in demand for our products;

	·	our products achieving sufficient market acceptance;

	·	protecting our intellectual property rights;

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

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

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

	·	the reliability of our credit scoring model;

	·	access to reliable third-party data;

	·	our levels of indebtedness;

	·	the adequacy of our allowance for loan losses;

	·	exchange rate fluctuations;

	·	our marketing efforts and ability to increase brand awareness;

	·	member complaints and negative publicity;

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

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

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

	·	competition in our industry;

	·	the reliability of information provided by our members;

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

	·	competition for employees;

	·	preserving our corporate culture;

	·	risks related to litigation;

	·	risks related to actively managing our investment portfolio;

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

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

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

	·	no cash dividends for the foreseeable future;

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

	·	a failure to maintain effective internal controls;

	·	our reliance on third parties to perform key functions;

	·	risks related to cost-cutting;

	·	insurance coverage and related expense;

	·	risks related to flexible remote working model;

	·	maintaining the net capital levels required by regulators;

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

	o	investment risk;

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

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

	o	concentration of investments;

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

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

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

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

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

	o	non-controlling interests;

	o	trading costs; and

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

	·	An approximate 13% stake in TSX-listed WonderFi Technologies Inc. ("WonderFi"), the only fully regulated crypto exchange in Canada;

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

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

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

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

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

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

	·	Website. We view our marketing websites (mogo.ca, mogotrade.ca and moka.ai) as our biggest opportunity to convert leads into Mogo members. Constant focus on upgrades and optimizations are prioritized.

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

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

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

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

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

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

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

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

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

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

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

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

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

Functional Area	Number of Full-time Employees		Number of Part-time Employees
Technology & Development		55		0
Customer Service & Operations		105		5
General and Administrative		39		0
Marketing		5		0

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

	·	Entered into Voting Agreement with KAOS Capital. On March 27, 2024, Mogo and KAOS Capital ("KAOS") entered into a voting agreement (the "Voting Agreement"), pursuant to which, among other things, Mogo and KAOS agreed to vote their respective common shares of WonderFi in favour of the five individuals put forth by KAOS and the one individual put forth by Mogo (pursuant to its rights under an investor rights agreement with WonderFi dated April 2, 2023 (the "Mogo IRA")) for election to the board of directors of WonderFi at the 2024 annual general meeting of shareholders of WonderFi. Mogo nominated Christopher Payne, a director of Mogo, to the board of directors of WonderFi as its director nominee pursuant to the terms of the Mogo IRA.

	·	Added Bitcoin to its Treasury Management Strategy. In March 2024, the Company announced that its Board of Directors has approved a change to its treasury management strategy to include Bitcoin and Bitcoin ETFs and authorized an initial investment of up to $5.0 million. As of the date hereof, the Company has invested approximately US$600,000 in Bitcoin ETFs.

	·	Announced WonderFi Business Combination. In July 2023, Mogo announced that Coinsquare Ltd. ("Coinsquare") completed a business combination with WonderFi and CoinSmart Financial Inc. This transaction positioned the resulting entity, WonderFi (TSX:WNDR), as the only fully regulated crypto exchange in Canada. Mogo's shares in Coinsquare were exchanged for ~87.0 million shares of WonderFi in the business combination, making Mogo the largest shareholder of WonderFi. Mogo currently has an approximate 13% ownership stake in WonderFi. Certain of the WonderFi shares are subject to a lock-up period, with gradual release scheduled until January 2025.

	·	Entered Multi-Year Agreements with Oracle. Mogo entered multi-year agreements with Oracle Cloud Infrastructure ("OCI") in October 2023 to transition to OCI to support the long-term growth of the Company's digital wealth platform. Carta also announced that it selected OCI to accelerate innovation and support future growth.

	·	Expanded Partnership with Snowflake. Mogo expanded its partnership with Snowflake, the Data Cloud company, to integrate AI applications and scale its digital wealth offerings. By leveraging Snowflake's Data Cloud, Mogo aims to enhance processing efficiency and introduce innovative AI solutions, empowering users to invest more effectively and achieve financial freedom.

	·	Completed a Share Consolidation. In August 2023, Mogo completed a share consolidation at a ratio of three pre-consolidation Common Shares to one post-consolidation Common Share (the “Share Consolidation”), regaining compliance with the minimum bid price requirement under the Nasdaq Listing Rule 555(a)(2). The Common Shares commenced trading on the TSX and Nasdaq on a post-consolidation basis at the start of trading on August 14, 2023.

	·	Prioritized Profitability. During the year ended December 31, 2023, Mogo continued to focus on accelerating the path to profitability by placing an emphasis on cost efficiency and building financial resiliency in light of challenging financial market conditions. The Company narrowed its strategic focus and completed the wind down of its legacy Mogo app including its prepaid card product, MogoCard, and its identity fraud monitoring product, MogoProtect.

	·	Amended Postmedia Agreement. Mogo amended its marketing collaboration agreement with Postmedia, and extended it until December 31, 2024, aiming to leverage Postmedia's extensive media network to reach a broader audience.

	·	Launched MogoTrade App in Quebec. In 2023, Mogo expanded its market reach by launching the MogoTrade app in Quebec, offering it in both English and French languages. This move increased the company's total addressable market opportunity by approximately 28%. Additionally, on May 15, 2023, MogoTrade removed invitation-only restrictions, making the application available to the general public.

	·	Filed New Base Shelf Prospectus. On November 6, 2023, Mogo filed a final short form base shelf prospectus with the securities regulators in each province and territory of Canada, except Quebec. The prospectus replaced the prospectus that was filed in 2021, and enables Mogo to make offerings of Common Shares, preferred shares, debt securities, warrants to purchase Common Shares, preferred shares or debt securities, or any combination thereof of up to an aggregate offering price of US$250 million at any time during the 25-month period that the prospectus remains effective.

	·	Announced Carta Worldwide's Growth. Mogo's digital payment solutions business, Carta Worldwide, experienced significant growth, processing over $2.2 billion of payments volume in Q1 2023. This marked a notable increase of over 43% compared to Q1 2022, reflecting the continued expansion and adoption of Carta's services.

	·	Launched Normal Course Issuer Bid on TSX. In August 2023, Mogo received approval from the TSX to commence repurchasing its Common Shares on the TSX pursuant to a normal course issuer bid (the "NCIB"). The NCIB is in addition to Mogo's existing Common Share buyback program launched on the Nasdaq in March 2022 (the "Nasdaq Bid" and together with the NCIB, the "Bids"). Under the Bids, Mogo may purchase up to 2,183,000 Common Shares (on a post-consolidation basis), representing approximately 10% of the public float of Mogo's outstanding Common Shares as at March 21, 2023. Purchases under the Bids will be made through the facilities of the TSX, Nasdaq or other designated exchanges or any Canadian or US alternative trading system. In accordance with the policies of the TSX, the period of the NCIB was considered to have commenced on March 22, 2023 and ran until March 21, 2024. Under the NCIB, Mogo repurchased 104,800 Common Shares through the facilitates of the TSX. The Nasdaq Bid remains on-going and Mogo is able to repurchase up to US$7.5 million in Common Shares thereunder.

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

	○	A reduction in vendor expenses by all departments.

	○	Completed the exit of Moka France during Q4 2022.

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

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

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

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

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

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

	·	Formation of Mogo Ventures. Mogo announced Mogo Ventures to Manage its investment portfolio. Mogo Ventures also manages the Company's portfolio of legacy investments, including its investments in Hootsuite, Blue Ant Media and Alida, with a focus on monetizing these investments.

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

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

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

	·	Investment in Coinsquare. On April 16, 2021, Mogo acquired ownership of 19.99% of the outstanding common shares of Coinsquare, Canada's leading digital asset trading platform, on a post-transaction basis, for total consideration of approximately $56.4 million, consisting of a cash payment of $27.4 million and the issuance of 2,807,577 Common Shares. 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 a 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.

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

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

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

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

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

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

	·	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.

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

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

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

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

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

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

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

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

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

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

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

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

	·	defects, errors or failures in our platforms;

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

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

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

	TSX (prices in Canadian dollars)			Nasdaq (prices in U.S. dollars)
Month	High Trading Price ($)	Low Trading Price ($)	Average Volume	High Trading Price ($)	Low Trading Price ($)	Average Volume
January 2023	3.69	2.19	49,911	2.70	1.61	47,722
February 2023	3.72	2.73	33,765	2.85	1.99	34,048
March 2023	2.85	2.19	23,432	2.10	1.55	32,235
April 2023	3.06	2.43	22,687	2.31	1.79	36,614
May 2023	3.33	2.73	26,694	2.52	2.00	35,477
June 2023	2.94	2.70	8,431	2.33	1.98	28,654
July 2023	3.87	2.55	22,437	2.96	1.92	63,961
August 2023	2.84	2.14	30,310	2.82	1.47	127,017
September 2023	3.60	2.01	34,047	1.87	1.50	51,660
October 2023	2.3	1.35	27,476	1.72	0.95	51,025
November 2023	1.95	1.52	21,720	1.44	1.10	36,050
December 2023	2.81	1.75	42,705	2.12	1.28	86,950

Designation of Class	Number of Securities Held in Escrow or Subject to a Contractual Restriction on Transfer	Percentage of Class
Common Shares⁽¹⁾⁽²⁾	38,530	0.16%

(1)	In connection with the acquisition of Moka, 1,030 Common Shares were in escrow as at December 31, 2023. Of those Common Shares, 106 were released from escrow and 818 were forfeited on February 5, 2024. The remaining shares are subject to restrictions and release conditions pursuant to the terms of escrow agreements between the Company and certain former Moka shareholders and for which the final escrow termination date is May 4, 2024.
(2)	In connection with the acquisition of Fortification, 37,500 Common Shares were in escrow as at December 31, 2022. The shares are subject to restrictions and release conditions pursuant to the terms of an escrow agreement between the Company and the former shareholders of Fortification and for which the final escrow termination date is August 31, 2024.

Date of Issue	Exercise Price		Number of Securities Issued
Options to purchase Common Shares:
March 31, 2023	$	2.70		78,333
June 30, 2023	$	2.76		644,033
September 30, 2023	$	2.12		335,567
December 31, 2023	$	2.43		303,900
Warrants to purchase Common Shares:
August 17, 2023	$	2.79		89,000

Name and Province or State and Country of Residence	Position/Title	Director/Officer Since	Principal Occupation During Past 5 Years
David Feller¹ British Columbia, Canada	Chair of the Board, CEO	August 26, 2003	CEO of Mogo
Gregory Feller¹New York, United States	President, CFO and Director	April 10, 2015	President & CFO of Mogo
Michael Wekerle²Ontario, Canada	Director	June 21, 2019	Chairman of Waterloo Innovation Network
Christopher Payne³ Ontario, Canada	Director	January 25, 2021	Managing Partner and Founder of Hawthorn Equity Partners
Kristin McAlister⁴ California, United States	Director	June 27, 2023	Founder, CEO and Head of School at Centennial Montessori School
Kees Van Winters⁵ Ontario, Canada	Director	June 27, 2023	Independent Management Consultant
Justin Carter British Columbia, Canada	COO	March 31, 2023	VP of Growth at Mogo until March 2023 COO of Mogo since March 2023

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

	·	Amended and Restated Subordination Agreement (Thurlow Guarantee) dated September 30, 2020 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 under the secured debentures, is subordinated and postponed to the security granted to DB FSLF 50 LLC.

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

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

	Year ended December 31, 2023		Year ended December 31, 2022
Audit Fees¹	$	1,235,850	$	1,472,220
Audit Related Fees²		-		-
Tax Fees³	$	155,492	$	187,547
All Other Fees⁴	$	30,896		-
Total Fees Paid⁵	$	1,422,238	$	1,659,767

1.0 Charter Overview


Established Audit Committee	It is 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 accounting, internal controls, financial reporting, audits of financial statements, and risk management processes of Mogo.

2.0 Composition of Committee


(a) Composition


Committee minimum	The 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 and Nominating Committee in identifying qualified candidates. The Board appoints one member of the Committee to be the chair of the Committee (the "Chair").

(b) Independence


All members are independent	All of the members of the Committee must be Directors who are independent within the meaning of National Instrument 52-110 — Audit Committees ("NI 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"). In this Charter, the term "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 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.

(c) Financial Literacy


Understanding of financial statements	All 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 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.