Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2023

Commission File Number: 001-38409

Mogo Inc.

(formerly Mogo Finance Technology Inc.)

2100-401 West Georgia St.

Vancouver, British Columbia

V6B 5A1, Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or

Form 40-F.


	Form 20-F	☒Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): 

Form 6-K Exhibit Index


Exhibit Number		Document Description
99.1		Unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2023

99.2		Management’s discussion and analysis for the three and nine months ended September 30, 2023

99.3		Form 52-109F2 - Certificate of Interim Filings (CEO)

99.4		Form 52-109F2 - Certificate of Interim Filings (CFO)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Mogo Inc.



Date: November 9, 2023	By:	/s/ Gregory Feller
		Name: Gregory Feller
		Title: President & Chief Financial Officer

Exhibit 99.1


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

Mogo Inc.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited)

(Expressed in thousands of Canadian Dollars)


	Note	September 30, 2023			December 31, 2022
Assets
Cash and cash equivalent			17,715			29,268
Restricted cash			1,566			1,578
Loans receivable, net	4		58,698			56,841
Prepaid expenses, and other receivables and assets			15,360			12,391
Investment portfolio	15		24,464			12,520
Investment accounted for using the equity method	14		—			24,989
Property and equipment	5		391			1,101
Right-of-use assets			695			2,622
Investment in sublease, net			1,201			—
Intangible assets	6		37,878			41,829
Goodwill			38,355			38,355
Total assets			196,323			221,494

Liabilities
Accounts payable, accruals and other			23,430			20,982
Lease liabilities			2,840			3,280
Credit facility	7		47,007			46,180
Debentures	8		36,555			38,266
Derivative financial liabilities	9		71			419
Deferred tax liability			1,126			1,481
Total liabilities			111,029			110,608

Equity
Share capital	17a		390,248			391,243
Contributed surplus			34,923			33,025
Foreign currency translation reserve			460			559
Deficit			(340,337	)		(313,941	)
Total equity			85,294			110,886
Total equity and liabilities			196,323			221,494

Approved on Behalf of the Board

Signed by “Greg Feller” , Director

Signed by “Christopher Payne” , Director

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

F-2

Mogo Inc.

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

(Unaudited)

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


		Three months ended						Nine months ended
	Note	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Revenue
Subscription and services			9,519			10,405			28,598			31,398
Interest revenue			6,661			6,852			19,466			20,405
	10a		16,180			17,257			48,064			51,803
Cost of revenue
Provision for loan losses, net of recoveries	4		3,781			4,418			9,345			11,506
Transaction costs			1,012			2,004			3,521			5,800
			4,793			6,422			12,866			17,306
Gross profit			11,387			10,835			35,198			34,497
Operating expenses
Technology and development			2,547			3,186			8,395			9,834
Marketing			954			2,061			2,239			10,173
Customer service and operations			2,593			3,446			8,226			11,050
General and administration			3,227			4,941			11,410			15,916
Stock-based compensation	17c		804			1,691			1,898			7,877
Depreciation and amortization	5,6		2,105			3,144			6,682			9,470
Total operating expenses	11		12,230			18,469			38,850			64,320
Loss from operations			(843	)		(7,634	)		(3,652	)		(29,823	)
Other expenses (income)
Credit facility interest expense	7		1,521			1,305			4,469			3,277
Debenture and other financing expense	8,18		768			789			2,377			2,446
Accretion related to debentures	8		228			313			735			934
Share of loss in investment accounted for using the equity method	14		—			6,612			2,972			20,941
Revaluation loss	12		5,480			2,146			3,972			4,395
Impairment of investment accounted for using the equity method			—			—			5,295			26,749
Other non-operating expense	13		787			1,287			3,245			2,421
			8,784			12,452			23,065			61,163
Net loss before tax			(9,627	)		(20,086	)		(26,717	)		(90,986	)
Income tax recovery			(123	)		(90	)		(321	)		(249	)
Net loss			(9,504	)		(19,996	)		(26,396	)		(90,737	)
Other comprehensive income:
Items that will not be reclassified subsequently to profit or loss:
Unrealized revaluation loss on digital assets			—			—			—			(468	)
Items that are or may be reclassified subsequently to profit or loss:
Foreign currency transaction reserve (loss) gain			21			106			(99	)		884
Other comprehensive (loss) income			21			106			(99	)		416
Total comprehensive loss			(9,483	)		(19,890	)		(26,495	)		(90,321	)
Net loss per share
Basic loss per share			(0.38	)		(0.79	)		(1.06	)		(3.56	)
Diluted loss per share			(0.38	)		(0.79	)		(1.06	)		(3.56	)
Weighted average number of basic common shares (in 000s)			24,789			25,318			24,923			25,488
Weighted average number of fully diluted common shares (in 000s)			24,789			25,318			24,923			25,488

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

F-3

Mogo Inc.

Interim Condensed Consolidated Statements of Changes in Equity (Deficit)

(Unaudited)

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


	Number of shares, net of treasury shares (000s)	Share capital	Contributed surplus	Revaluation reserve	Foreign currency translation reserve	Deficit	Total
Balance, December 31, 2022	24,892	391,243	33,025	—	559	(313,941)	110,886
Net loss	—	—	—	—	—	(26,396)	(26,396)
Purchase of common shares for cancellation (Note 17a)	(254)	(751)	—	—	—	—	(751)
Cancellation of replacement awards	(3)	—	—	—	—	—	—
Foreign currency translation reserve	—	—	—	—	(99)	—	(99)
Stock-based compensation (Note 17c)	—	—	1,891	—	—	—	1,891
Warrants issued for broker services (Note 17 e)	—	—	7	—	—	—	7
Treasury shares reserve (Note 17 b)	(90)	(244)	—	—	—	—	(244)
Balance, September 30, 2023	24,545	390,248	34,923	—	460	(340,337)	85,294


	Number of shares, net of treasury shares (000s)	Share capital	Contributed surplus	Revaluation reserve	Foreign currency translation reserve	Deficit	Total
Balance, June 30, 2023	24,769	390,892	34,119	—	439	(330,833)	94,617
Net loss	—	—	—	—	—	(9,504)	(9,504)
Purchase of common shares for cancellation (Note 17a)	(135)	(400)	—	—	—	—	(400)
Foreign currency translation reserve	—	—	—	—	21	—	21
Stock-based compensation (Note 17c)	—	—	797	—	—	—	797
Warrants issued for broker services (Note 17 e)	—	—	7	—	—	—	7
Treasury shares reserve (Note 17 b)	(89)	(244)	—	—	—	—	(244)
Balance, September 30, 2023	24,545	390,248	34,923	—	460	(340,337)	85,294

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

F-4

Mogo Inc.

Interim Condensed Consolidated Statements of Changes in Equity (Deficit)

(Unaudited)

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


	Number of shares, net of treasury shares (000s)	Share capital	Contributed surplus	Revaluation reserve	Foreign currency translation reserve	Deficit	Total
Balance, December 31, 2021	25,464	392,628	24,486	468	458	(148,263)	269,777
Net loss	—	—	—	—	—	(90,737)	(90,737)
Purchase of common shares for cancellation	(267)	(955)	—	—	—	—	(955)
Cancellation of replacement awards	(1)	—	—	—	—	—	—
Foreign currency translation reserve	—	—	—	—	884	—	884
Revaluation reserve	—	—	—	(468)	—	—	(468)
Stock-based compensation (Note 17c)	—	—	7,877	—	—	—	7,877
Options and RSUs exercised or converted	21	136	(68)	—	—	—	68
Balance, September 30, 2022	25,217	391,809	32,295	—	1,342	(239,000)	186,446


	Number of shares, net of treasury shares (000s)	Share capital	Contributed surplus	Revaluation reserve	Foreign currency translation reserve	Deficit	Total
Balance, June 30, 2022	25,217	391,809	30,604	—	1,236	(219,004)	204,645
Net loss	—	—	—	—	—	(19,996)	(19,996)
Foreign currency translation reserve	—	—	—	—	106	—	106
Stock-based compensation (Note 17c)	—	—	1,691	—	—	—	1,691
Balance, September 30, 2022	25,217	391,809	32,295	—	1,342	(239,000)	186,446

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

F-5

Mogo Inc.

Interim Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Expressed in thousands of Canadian Dollars)


		Three months ended						Nine months ended
Cash provided by (used in) the following activities:	Note	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Operating activities
Net loss			(9,504	)		(19,996	)		(26,396	)		(90,737	)
Items not affecting cash and other items:
Depreciation and amortization	5,6		2,105			3,144			6,682			9,470
Provision for loan losses	4		3,933			4,570			9,926			12,001
Credit facility interest expense	7		1,521			1,305			4,469			3,277
Debenture and other financing expense	8,18		768			789			2,377			2,446
Accretion related to debentures	8		228			313			735			934
Share of loss in investment accounted for using the equity method	14		—			6,612			2,972			20,941
Stock-based compensation expense	17c		804			1,691			1,898			7,877
Revaluation loss	12		5,480			2,146			3,972			4,395
Impairment of investment using the equity method	14		—			—			5,295			26,749
Other non-operating expense	13		10			1,100			1,821			1,177
Income tax recovery			(123	)		(90	)		(321	)		(249	)
			5,222			1,584			13,430			(1,719	)
Changes in:
Net issuance of loans receivable			(6,773	)		(4,148	)		(11,780	)		(14,579	)
Prepaid expenses, and other receivables and assets			(1,663	)		61			(3,230	)		(4,261	)
Accounts payable, accruals and other			2,216			(1,034	)		1,597			298
Restricted cash			(576	)		(219	)		12			134
Net investment in sub-lease			3			—			3			—
			(1,571	)		(3,756	)		32			(20,127	)
Interest paid			(2,607	)		(1,847	)		(6,964	)		(5,470	)
Income taxes paid			24			(13	)		(35	)		(60	)
Net cash used in operating activities			(4,154	)		(5,616	)		(6,967	)		(25,657	)

Investing activities
Investment in intangible assets	6		(650	)		(1,814	)		(2,235	)		(6,251	)
Cash invested in investment portfolio	15		—			—			—			(1,837	)
Proceeds from sale of investments			139			—			139			—
Purchases of property and equipment	5		—			(64	)		(8	)		(406	)
Net cash used in investing activities			(511	)		(1,878	)		(2,104	)		(8,494	)

Financing activities
Lease liabilities – principal payments			(149	)		(180	)		(441	)		(525	)
Repayments on debentures	8		(534	)		(532	)		(2,149	)		(1,503	)
Net advances on credit facility	7		2,279			—			827			2,548
Repurchase of common shares	17a		(329	)		—			(680	)		(955	)
Proceeds from exercise of options			—			—			—			74
Net cash provided by (used in) financing activities			1,267			(712	)		(2,443	)		(361	)

Effect of exchange rate fluctuations on cash and cash equivalents			20			(232	)		(39	)		782
Net decrease in cash and cash equivalent			(3,378	)		(8,438	)		(11,553	)		(33,730	)
Cash and cash equivalent, beginning of period			21,093			42,470			29,268			67,762
Cash and cash equivalent, end of period			17,715			34,032			17,715			34,032

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

F-6

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

Nature of operations

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

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

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

Basis of presentation

Statement of compliance

These interim condensed consolidated financial statements for the nine months ended September 30, 2023, have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as issued by the International Accounting Standards Board and should be read in conjunction with the Company's last annual consolidated financial statements as at and for the year ended December 31, 2022. They do not include all of the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company's financial position and performance since the last annual financial statements.

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

These interim condensed consolidated financial statements were authorized by the Board of Directors (the “Board”) to be issued on November 9, 2023.

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

Management routinely plans future activities which includes forecasting future cash flows. Management has reviewed their plan and has collectively formed a judgment that the Company has adequate resources to continue as a going concern for the foreseeable future, which management has defined as being at least the next 12 months. In arriving at this judgment, management has considered the following: (i) cash flow projections of the

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

Basis of presentation (Continued from previous page)

company, which incorporates a rolling forecast and detailed cash flow modeling through the next 12 months from the date of these interim condensed consolidated financial statements, and (ii) the base of investors and debt lenders historically available to the Company. The expected cash flows have been modeled based on anticipated revenue and profit streams with debt programmed into the model. Refer to Notes 7, 8, and 16 for details on amounts that may come due in the next 12 months.

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

Functional and presentation currency

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

Significant accounting policies

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2022.

Significant accounting judgements, estimates and assumptions

The preparation of the interim condensed consolidated financial statements requires management to make estimates, assumptions and judgments that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amount of revenues and expenses during the period. Except as described below, the critical accounting estimates and judgments have been set out in the notes to the Company’s consolidated financial statements for the year ended December 31, 2022.

Leases

Subleases

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

New and amended standards and interpretations

Certain new or amended standards and interpretations became effective on January 1, 2023, but do not have an impact on the interim condensed consolidated financial statements of the Company. The Company has not adopted any standards or interpretations that have been issued but are not yet effective.

F-8

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

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 September 30, 2023 and December 31, 2022 are as follows:


	As at
	September 30, 2023		December 31, 2022
Current (terms of one year or less)		70,500		69,693
Non-current (terms exceeding one year)		185		221
		70,685		69,914

The following table provides a breakdown of gross loans receivable and allowance for loan losses by aging bucket, which represents our assessment of credit risk exposure and by their IFRS 9 – Financial Instruments expected credit loss measurement stage. The entire loan balance of a customer is aged in the same category as its oldest individual past due payment, to align with the stage groupings used in calculating the allowance for loan losses under IFRS 9. Stage 3 gross loans receivable include net balances outstanding and still anticipated to be collected for loans previously charged off and these are carried in gross receivables at the net expected collectible amount with no associated allowance.


		As at September 30, 2023
Risk Category	Days past due	Stage 1			Stage 2			Stage 3			Total
Strong	Not past due		57,025			—			—			57,025
Lower risk	1-30 days past due		3,021			318			—			3,339
Medium risk	31-60 days past due		—			1,360			—			1,360
Higher risk	61-90 days past due		—			1,302			—			1,302
Non-performing	91+ days past due or bankrupt		—			—			7,659			7,659
	Gross loans receivable		60,046			2,980			7,659			70,685
	Allowance for loan losses		(6,204	)		(1,166	)		(4,617	)		(11,987	)
	Loans receivable, net		53,842			1,814			3,042			58,698

F-9

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

Loans receivable (Continued from previous page)


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

In determination of the Company’s allowance for loan losses, internally developed models are used to factor in credit risk related metrics, including the probability of defaults, the loss given default and other relevant risk factors. Management also considered the impact of key macroeconomic factors and determined that historic loan losses are most correlated with unemployment rate, inflation rate, bank prime rate and GDP growth rate. These macroeconomic factors were used to generate various forward-looking scenarios used in the calculation of allowance for loan losses. If management were to assign 100% probability to a pessimistic scenario forecast, the allowance for credit losses would have been $1,021 higher than the reported allowance for credit losses as at September 30, 2023 (December 31, 2022 – $1,222 higher).

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


	Three months ended						Nine months ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022

Balance, beginning of the period		11,321			12,048			13,073			9,813
Provision for loan losses
Originations		778			541			1,691			1,832
Repayments		(202	)		(220	)		(718	)		(703	)
Re-measurement		3,357			4,249			8,953			10,872
Charge offs		(3,267	)		(3,461	)		(11,012	)		(8,657	)
Balance, end of the period		11,987			13,157			11,987			13,157

The provision for loan losses in the interim condensed consolidated statements of operations and comprehensive income (loss) is recorded net of recoveries for the three and nine months ended September 30, 2023 of $152 and $581, respectively (September 30, 2022 – $152 and $495, respectively).

F-10

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

Property and equipment


	Computer equipment	Furniture and fixtures	Leasehold improvements	Total
Cost
Balance, December 31, 2021	2,823	1,212	2,055	6,090
Additions	455	—	—	455
Impairment	(125)	—	—	(125)
Effects of movement in exchange rate	22	(2)	—	20
Balance, December 31, 2022	3,175	1,210	2,055	6,440
Additions	8	—	—	8
Impairment	(239)	(212)	—	(451)
Disposals	(1,864)	(989)	(2,055)	(4,908)
Effects of movement in exchange rate	12	2	—	14
Balance, September 30, 2023	1,092	11	—	1,103

Accumulated depreciation
Balance, December 31, 2021	1,947	902	2,055	4,904
Depreciation	403	69	—	472
Impairment	(37)	—	—	(37)
Balance, December 31, 2022	2,313	971	2,055	5,339
Depreciation	241	27	—	268
Disposals	(1,864)	(989)	(2,055)	(4,908)
Effects of movement in exchange rate	13	—	—	13
Balance, September 30, 2023	703	9	—	712

Net book value
Balance, December 31, 2022	862	239	—	1,101
Balance, September 30, 2023	389	2	—	391

Depreciation of $64 and $268 for the three and nine months ended September 30, 2023, respectively (September 30, 2022 – $122 and $349, respectively) for property and equipment is included in depreciation and amortization in the interim condensed consolidated statements of operations and comprehensive income (loss).

F-11

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

Intangible assets


	Internally generated– completed	Internally generated– in progress	Software licenses	Acquired technology assets	Customer relationships	Brand	Regulatory licenses	Total
Cost
Balance, December 31, 2021	44,640	2,998	3,976	21,000	8,900	1,000	6,800	89,314
Additions	201	7,281	—	—	—	—	—	7,482
Impairment	(18,440)	—	—	—	—	—	—	(18,440)
Transfers	3,132	(3,132)	—	—	—	—	—	—
Effects of movement in exchange rate	—	—	(3)	—	—	—	—	(3)
Balance, December 31, 2022	29,533	7,147	3,973	21,000	8,900	1,000	6,800	78,353
Additions	—	2,235	—	—	—	—	—	2,235
Impairment	—	—	(10)	—	—	—	—	(10)
Disposals	(13,597)	—	(2,599)	—	—	—	—	(16,196)
Transfers	8,131	(8,131)	—	—	—	—	—	—
Effects of movement in exchange rate	—	—	(29)	—	—	—	—	(29)
Balance, September 30, 2023	24,067	1,251	1,335	21,000	8,900	1,000	6,800	64,353

Accumulated amortization
Balance, December 31, 2021	29,510	—	3,464	1,722	1,427	—	887	37,010
Amortization	6,759	—	148	2,100	1,066	—	1,360	11,433
Impairment	(11,919)	—	—	—	—	—	—	(11,919)
Balance, December 31, 2022	24,350	—	3,612	3,822	2,493	—	2,247	36,524
Amortization	2,661	—	81	1,575	799	—	1,020	6,136
Disposals	(13,620)	—	(2,599)	—	—	—	—	(16,219)
Effects of movement in exchange rate	—	—	34	—	—	—	—	34
Balance, September 30, 2023	13,391	—	1,128	5,397	3,292	—	3,267	26,475

Net book value
Balance, December 31, 2022	5,183	7,147	361	17,178	6,407	1,000	4,553	41,829
Balance, September 30, 2023	10,676	1,251	207	15,603	5,608	1,000	3,533	37,878

Amortization of intangible assets of $2,015 and $6,136 for the three and nine months ended September 30, 2023, respectively (September 30, 2022 – $2,899 and $8,667, respectively) is included in depreciation and amortization in the interim condensed consolidated statements of operations and comprehensive income (loss).

F-12

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

Credit facility

The credit facility consists of a $60,000 senior secured credit facility maturing on July 2, 2025. The credit facility is subject to variable interest rates that reference the Secured Overnight Financing Rate (“SOFR”), or under certain conditions, the Federal Funds Rate in effect. On December 16, 2021, the Company amended its credit facility to lower the effective interest rate from a maximum of LIBOR plus 9% (with a LIBOR floor of 1.5%) to LIBOR plus 8% with no floor, which was updated in June 2023, following the cessation of the USD LIBOR publication, to SOFR plus 8% with no floor. There is a 0.33% fee on the available but undrawn portion of the $60,000 facility. The principal and interest balance outstanding for the credit facility as at September 30, 2023 was $47,007 (December 31, 2022 – $46,180). Refer to Note 16 for details on the reform of major interest rate benchmarks.

The credit facility is subject to certain covenants and events of default. As at September 30, 2023 and December 31, 2022, the Company was in compliance with these covenants. Interest expense on the credit facility for the three and nine months ended September 30, 2023 of $1,521 and $4,469, respectively (September 30, 2022 – $1,305 and $3,277 respectively) is included in credit facility interest expense in the interim condensed consolidated statements of operations and comprehensive income (loss).

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

Debentures

The Company's debentures with maturity dates of July 2, 2025 pay interest at a coupon rate between 8 - 10% per annum. Payments of interest and principal are made to debenture holders on a quarterly basis on the first business day following the end of a calendar quarter, at the Company's option either in cash or Common shares.

The Company’s debentures balance includes the following:


	As at
	September 30, 2023	December 31, 2022
Principal balance	37,460	39,658
Discount	(1,611)	(2,118)
	35,849	37,540
Interest payable	706	726
	36,555	38,266

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

F-13

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

Debentures (Continued from previous page)

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


	Principal component of quarterly payment	Principal due on maturity	Total
2023	530	—	530
2024	2,188	—	2,188
2025	1,736	33,006	34,742
	4,454	33,006	37,460

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

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 891,089 Common Shares at an exercise price of US$33.00 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 1,018,519 Common Shares at an exercise price of US$14.10 at any time prior to three and a half years following the date of issuance.

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

F-14

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

Derivative financial liabilities (Continued from previous page)

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


	As at
	September 30, 2023	December 31, 2022
Balance, beginning of the period	419	12,688
Change in fair value due to revaluation of derivative financial liabilities	(343)	(12,558)
Change in fair value due to foreign exchange	(5)	289
Balance, end of the period	71	419

The change in fair value due to revaluation of derivative financial liabilities for the three and nine months ended September 30, 2023 was a gain of $141 and $343, respectively (September 30, 2022 – gain of $90 and $11,196, respectively). Change in fair value due to foreign exchange for the three and nine months ended September 30, 2023 was a loss of $5 and gain of $5, respectively (September 30, 2022 – loss of $145 and $306, respectively).

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


	Warrants outstanding and exercisable (000s)	Weighted average exercise price $
Balance, December 31, 2021	1,910	29.06
Warrants issued	—	—
Balance, December 31, 2022	1,910	29.06
Warrants issued	—	—
Balance, September 30, 2023	1,910	29.06

The 1,909,608 warrants outstanding noted above have expiry dates of August 2024 and June 2025.

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


	As at
	September 30, 2023	December 31, 2022
Risk-free interest rate	5.03 - 5.46%	4.41%
Expected life	0.9 - 1.7 years	1.6 - 2.5 years
Expected volatility in market price of shares	78 - 86%	89 - 106%
Expected dividend yield	0%	0%
Expected forfeiture rate	0%	0%

F-15

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

10.

Geographic information

(a)

Revenue

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


	Three months ended		Nine months ended
	September 30, 2023	September 30, 2022	September 30, 2023	September 30, 2022
Canada	14,578	15,550	43,395	46,318
Europe	1,602	1,521	4,669	4,942
Other	—	186	—	543
Total	16,180	17,257	48,064	51,803

(b)

Non-current assets

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


	As at
	September 30, 2023	December 31, 2022
Canada	78,072	120,317
Europe	372	433
Other	76	887
Total	78,520	121,637

11.

Expense by nature and function

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


	Three months ended		Nine months ended
	September 30, 2023	September 30, 2022	September 30, 2023	September 30, 2022
Personnel expense	4,524	6,688	15,486	22,868
Depreciation and amortization	2,105	1,886	6,682	9,478
Hosting and software licenses	1,298	3,144	4,129	9,470
Marketing	917	1,737	2,065	4,895
Stock-based compensation	804	1,691	1,898	7,877
Professional services	657	752	2,056	2,605
Insurance and licenses	454	858	1,582	2,319
Credit verification costs	372	323	1,130	898
Premises	287	541	954	1,363
Others	812	849	2,868	2,547
Total	12,230	18,469	38,850	64,320

F-16

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

11.

Expense by nature and function (Continued from previous page)

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


	Three months ended				Nine months ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Technology and development		3,983		6,819		12,325		21,251
Marketing		977		2,101		2,275		10,377
Customer service and operations		2,750		3,858		8,883		12,775
General and administration		4,520		5,691		15,367		19,917
Total		12,230		18,469		38,850		64,320

12.

Revaluation loss


	Three months ended		Nine months ended
	September 30, 2023	September 30, 2022	September 30, 2023	September 30, 2022
Change in fair value due to revaluation of derivative financial asset	—	894	—	7,866
Change in fair value due to revaluation of derivative financial liabilities	(141)	(90)	(343)	(11,196)
Realized loss on investment portfolio	423	—	423	—
Unrealized loss on investment portfolio	5,118	1,853	3,962	6,780
Unrealized (gain) loss on digital assets	—	(116)	—	503
Unrealized loss (gain) on debentures	80	—	(195)	—
Realized exchange loss	3	—	34	—
Unrealized exchange (gain) loss	(3)	(395)	91	442
Total	5,480	2,146	3,972	4,395

13.

Other non-operating expense


	Three months ended		Nine months ended
	September 30, 2023	September 30, 2022	September 30, 2023	September 30, 2022
Government grants	—	(1)	—	(92)
Restructuring charges	759	1,279	3,030	1,872
Acquisition costs and other	28	9	215	641
Total	787	1,287	3,245	2,421

F-17

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

14.

Investment accounted for using the equity method

During the year ended December 31, 2021, the Company completed its strategic investment in Coinsquare Ltd. (“Coinsquare”), one of Canada’s leading digital asset trading platforms, pursuant to which Mogo acquired 12,518,473 Coinsquare common shares.

On July 10, 2023, Coinsquare, WonderFi Technologies Inc. ("WonderFi") and CoinSmart Financial Inc. ("CoinSmart") completed a business combination to merge their respective businesses. Before the execution of the WonderFi Transaction, Mogo received 1,353,770 shares of FRNT Financial Inc and 89,429 shares of Mogo from Coinsquare. As part of the transaction, Mogo exchanged its 12,518,473 shares in Coinsquare for 86,962,640 shares of WonderFi. Immediately prior to the transaction Mogo owned 34% of Coinsquare. Following the closing of the transaction, Mogo owns approximately 14% of the combined company, which is traded on the TSX under the ticker WNDR.TO. In addition, as Mogo has less than 20% ownership of WonderFi, the Company no longer has significant influence over its investment such that it has changed the classification of its investment from investment in associate accounted for using the equity method to investment measured at fair value through profit and loss. Furthermore, Mogo Technology Inc. ("MTI") is no longer responsible for guaranteeing Coinsquare Capital Markets Ltd's obligations to its clients up to the amount of MTI's regulatory capital.

Share of income (loss) in investment accounted for using the equity method was $nil and a loss of $2,972 for the three and nine months ended September 30, 2023, respectively (September 30, 2022 – loss of $6,612 and $20,941, respectively).


	As at
	September 30, 2023	December 31, 2022
Balance, beginning of the period	24,989	103,821
Share of loss in investment accounted for using the equity method:
Share of investee's loss	(2,972)	(23,496)
Gain from dilution of interest in associate	—	2,927
Impairment	(5,295)	(58,263)
Revaluation gain	97	—
Distributions received	(731)	—
Transfer to investments measured at FVTPL	(16,088)	—
Balance, end of the period	—	24,989

The Company compared the carrying value of the investment against the fair value amount that was determined using the fair value of considerations in shares received on July 10, 2023 as part of the merger. The fair value amount of the investment in Coinsquare was $16,819 as at July 10, 2023. During the three months ended September 30, 2023, the Company recognized a gain upon disposal of its equity method investment in the amount of $97 (September 30, 2022 – nil).

F-18

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

15.

Fair value of financial instruments

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

•

Level 1: Unadjusted quoted prices in an active market for identical assets and liabilities.

•

Level 2: Quoted prices in markets that are not active or inputs that are derived from quoted prices of similar (but not identical) assets or liabilities in active markets.

•

Level 3: Unobservable inputs that are supported by little or no market activity and are significant to the estimated fair value of the assets or liabilities.

(a) Valuation process

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

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

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

F-19

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

15.

Fair value of financial instruments (Continued from previous page)

(b) Accounting classifications and fair values

The following table shows the carrying amount and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. During the three months ended September 30, 2023, there have not been any transfers between fair value hierarchy levels.


		Carrying amount								Fair value
As at September 30, 2023	Note	FVTPL		Financial asset at amortized cost		Other financial liabilities		Total		Level 1		Level 2		Level 3		Total
Financial assets measured at fair value
Investment portfolio			24,464		—		—		24,464		12,610		—		11,854		24,464
			24,464		—		—		24,464
Financial assets not measured at fair value
Cash and cash equivalent			—		17,715		—		17,715		17,715		—		—		17,715
Restricted cash			—		1,566		—		1,566		1,566		—		—		1,566
Loans receivable – current	4		—		70,500		—		70,500		—		70,500		—		70,500
Loans receivable – non-current	4		—		185		—		185		—		—		185		185
Other receivables			—		12,753		—		12,753		—		12,753		—		12,753
			—		102,719		—		102,719
Financial liabilities measured at fair value
Derivative financial liabilities	9		71		—		—		71		—		71		—		71
			71		—		—		71
Financial liabilities not measured at fair value
Accounts payable, accruals and other			—		—		23,218		23,218		—		23,218		—		23,218
Credit facility	7		—		—		47,007		47,007		—		47,007		—		47,007
Debentures	8		—		—		36,555		36,555		—		35,001		—		35,001
			—		—		106,780		106,780


		Carrying amount								Fair value
As at December 31, 2022	Note	FVTPL		Financial asset at amortized cost		Other financial liabilities		Total		Level 1		Level 2		Level 3		Total
Financial assets measured at fair value
Investment portfolio			12,520		—		—		12,520		605		—		11,915		12,520
			12,520		—		—		12,520
Financial assets not measured at fair value
Cash and cash equivalent			—		29,268		—		29,268		29,268		—		—		29,268
Restricted cash			—		1,578		—		1,578		1,578		—		—		1,578
Loans receivable – current	4		—		69,693		—		69,693		—		69,693		—		69,693
Loans receivable – non-current	4		—		221		—		221		—		—		221		221
Other receivables			—		9,719		—		9,719		—		9,719		—		9,719
			—		110,479		—		110,479
Financial liabilities measured at fair value
Derivative financial liabilities	9		419		—		—		419		—		419		—		419
			419		—		—		419
Financial liabilities not measured at fair value
Accounts payable, accruals and other			—		—		20,773		20,773		—		20,773		—		20,773
Credit facility	7		—		—		46,180		46,180		—		46,180		—		46,180
Debentures	8		—		—		38,266		38,266		—		36,067		—		36,067
			—		—		105,219		105,219

F-20

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

15.

Fair value of financial instruments (Continued from previous page)

(i) Valuation techniques and significant unobservable inputs

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


Type	Valuation technique	Significant unobservable inputs	Inter-relationship between significant unobservable inputs and fair value
Investment portfolio: Equities Unlisted	• Price of recent investments in the investee company • Implied multiples from recent transactions of the underlying investee companies • Offers received by investee companies • Revenue multiples derived from comparable public companies and transactions • Option pricing model	• Third-party transactions • Revenue multiples • Balance sheets and last twelve-month revenues for certain of the investee companies • Equity volatility • Time to exit events	• Increases in revenue multiples increases fair value • Increases in equity volatility can increase or decrease fair value depending on class of shares held in the investee company • 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 • Change in market pricing of comparable companies of the underlying investments made by the partnership	• Increases in net asset value per unit or change in market pricing of comparable companies of the underlying investment made by the partnership can increase fair value

Loans receivable non-current	• Discounted cash flows: Considering expected prepayments and using management’s best estimate of average market interest rates with similar remaining terms.	• Expected timing and amount of cash flows • Discount rate	• Changes to the expected amount and timing of cash flow changes fair value • Increases to the discount rate can decrease fair value

F-21

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

15.

Fair value of financial instruments (Continued from previous page)

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

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


	As at
	September 30, 2023			December 31, 2022
Balance, beginning of the period		11,915			16,303
Additions		—			1,837
Disposal		(139	)		—
Transfer to Level 1 investments		—			(500	)
Unrealized exchange (loss) gain		(9	)		547
Realized loss on investment portfolio		(521	)		—
Unrealized gain (loss) on investment portfolio		608			(6,272	)
Balance, end of the period		11,854			11,915

Unrealized exchange gain (loss) for Level 3 investments for the three and nine months ended September 30, 2023 was a loss of $193 and $9, respectively (September 30, 2022 – gain of $560 and $672, respectively).

Unrealized gain (loss) on investment portfolio for Level 3 investments for the three and nine months ended September 30, 2023 was a gain of $571 and $608, respectively (September 30, 2022 – loss of $912 and $5,248, respectively).

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

(ii) Sensitivity analysis

For the fair value of equity securities, reasonably possible changes at the reporting date to one of the significant unobservable inputs, holding other inputs constant, would have the following effects.


		Profit or loss
		Increase		Decrease
Investment portfolio:
September 30, 2023	Adjusted market multiple (5% movement)		593		(593	)

December 31, 2022	Adjusted market multiple (5% movement)		626		(626	)

F-22

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

(iii) Investment portfolio breakdown

The following table presents the breakdown of the Company’s investment portfolio recognized at fair value at September 30, 2023 and December 31, 2022:


	As at
	September 30, 2023	December 31, 2022
WonderFi	11,740	—
Alida Inc.	2,737	2,001
Hootsuite Inc.	2,498	2,467
Blue Ant Media Inc.	2,244	2,237
Tetra Trust Company	1,482	1,300
Gemini	747	569
Others	3,016	3,946
Balance, end of the period	24,464	12,520

16.

Nature and extent of risk arising from financial instruments

Risk management policy

Credit risk

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

The Company acts as a lender of unsecured consumer loans and lines of credit and has little concentration of credit risk with any particular individual, company or other entity, relating to these services. However, the credit risk relates to the possibility of default of payment on the Company’s loans receivable. The Company performs on‑going credit evaluations, monitors aging of the loan portfolio, monitors payment history of individual loans, and maintains an allowance for loan loss to mitigate this risk.

The credit risk decisions on the Company’s loans receivable are made in accordance with the Company’s credit policies and lending practices, which are overseen by the Company’s senior management. Credit quality of the customer is assessed based on a credit rating scorecard and individual credit limits are defined in accordance with this assessment. The consumer loans receivable is unsecured. The Company develops underwriting models based on the historical performance of groups of customer loans which guide its lending decisions. To the extent that such historical data used to develop its underwriting models is not representative or predictive of current loan book performance, the Company could suffer increased loan losses.

The Company cannot guarantee that delinquency and loss levels will correspond with the historical levels experienced and there is a risk that delinquency and loss rates could increase significantly.

F-23

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

16.

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

Interest rate risk

Changes in market interest rates may have an effect on the cash flows associated with some financial assets and liabilities, known as cash flow risk, and on the fair value of other financial assets or liabilities, known as price risk. The Company is exposed to interest rate risk primarily relating to its credit facility that bear interest fluctuating with the Secured Overnight Financing Rate (“SOFR”). The credit facility does not have a SOFR floor. As at September 30, 2023, SOFR is 5.32% (December 31, 2022 – LIBOR 4.32%). The debentures have fixed rates of interest and are not subject to variability in cash flows due to interest rate risk.

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

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


	2023	2024	2025	2026	2027	Thereafter
Commitments - operational
Lease payments	297	1,206	1,240	1,255	872	637
Accounts payable	5,000	—	—	—	—	—
Accruals and other	18,430	—	—	—	—	—
Interest – Credit facility (Note 7)	1,567	6,266	3,133	—	—	—
Interest – Debentures (Note 8)	746	2,888	2,026	—	—	—
	26,040	10,360	6,399	1,255	872	637
Commitments – principal repayments
Credit facility (Note 7)	—	—	47,007	—	—	—
Debentures (Note 8) (1)	530	2,188	34,742	—	—	—
	530	2,188	81,749	—	—	—
Total contractual obligations	26,570	12,548	88,148	1,255	872	637

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

F-24

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

17.

Equity

(a)

Share capital

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

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

As at September 30, 2023, there were 24,735,806 (December 31, 2022 – 24,992,513) Common Shares and no preferred shares issued and outstanding.

For the three months ended September 30, 2023, the Company repurchased 134,502 Common Shares for cancellation under the share repurchase program at an average price of CAD $2.45 per share, for a total repurchase cost of $329. For the nine months ended September 30, 2023, the Company repurchased 254,456 Common Shares for cancellation under the share repurchase programs at an average price of CAD $2.67 per share, for a total repurchase cost of $680.

(b)

Treasury share reserve

The treasury share reserve comprises the cost of the shares held by the Company. As at September 30, 2023, the Company held 190,706 Common Shares in reserve (December 31, 2022 – 101,272).

(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, and ii) 1,266,667. As a result of a business combination with Mogo Finance Technology Inc. completed on June 21, 2019, there were additional options issued, which were granted pursuant to the Company’s prior stock option plan (the “Prior Plan”). As at September 30, 2023, there are 32,333 of these options outstanding that do not contribute towards the maximum number of Common Shares reserved for issuance under the Plan as described above.

Each option entitles the holder to receive one Common Share upon exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither right to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of expiry. Options issued under the Plan have a maximum contractual term of eight years and options issued under the Prior Plan have a maximum contractual term of ten years.

F-25

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

17.

Equity (Continued from previous page)

(c)

Options (Continued from previous page)

A summary of the status of the stock options and changes in the period is as follows:


	Options outstanding (000s)	Weighted average grant date fair value $	Weighted average exercise price $	Options exercisable (000s)	Weighted average exercise price $
Balance, December 31, 2021	2,975	—	13.92	1,012	11.79
Options issued	1,152	3.18	4.22	—	—
Exercised	(16)	3.65	4.76	—	—
Forfeited	(904)	10.69	10.53	—	—
Balance, December 31, 2022	3,207	—	9.09	1,236	11.22
Options issued	1,058	1.82	2.40	—	—
Exercised	—	—	—	—	—
Forfeited	(619)	7.93	8.67	—	—
Balance, September 30, 2023	3,646	—	6.31	1,359	8.64

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

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


	Nine months ended
	September 30, 2023	September 30, 2022
Risk-free interest rate	3.02 - 4.30%	1.73 - 3.40%
Expected life	5 years	5 years
Expected volatility in market price of shares	90 - 91%	87 - 91%
Expected dividend yield	0%	0%
Expected forfeiture rate	0% - 15%	0% - 15%

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

Total stock-based compensation costs related to options and RSUs for the three and nine months ended September 30, 2023 was $797 and $1,891 respectively (September 30, 2022 – $1,677 and $7,771).

F-26

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

17.

Equity (Continued from previous page)

(d)

RSUs

RSUs are granted to executives and other key employees. The fair value of an RSU at the grant date is equal to the market value of one Common Share. Executives and other key employees are granted a specific number of RSUs for a given performance period based on their position and level of contribution. RSUs vest fully after three years of continuous employment from the date of grant and, in certain cases, if performance objectives are met as determined by the Board. The maximum number of Common Shares which may be made subject to issuance under RSUs awarded under the RSU Plan is 166,667.

As at September 30, 2023, the balance of RSUs outstanding is 667 (December 31, 2022 – 667).

(e)

Warrants


	Warrants outstanding (000s)	Weighted average exercise price $	Warrants exercisable (000s)	Weighted average exercise price $
Balance, December 31, 2021	663	13.80	586	15.12
Warrants issued	—	—	—	—
Balance, December 31, 2022	663	13.80	625	14.40
Warrants issued	89	2.79	—	—
Warrants exercised	—	—	—	—
Warrants expired	(394)	6.09	(394)	6.09
Balance, September 30, 2023	358	20.53	269	26.40

The 357,739 warrants outstanding noted above have expiry dates ranging from February 2024 to February 2026, and do not include the stock warrants accounted for as a derivative financial liability discussed in Note 9.

On October 7, 2020, Mogo issued 1,493,131 Debenture Warrants to its debenture holders in connection with the debenture amendments approved on September 30, 2020, at an exercise price of $6.09 per Common Share. On January 3, 2023, 394,655 Debenture Warrants expired unexercised. There were no Debenture Warrants outstanding as at September 30, 2023 (December 31, 2022 – 394,655).

On August 11, 2023, Mogo entered into an extended agreement with Postmedia Network Inc. (“Postmedia”) which is effective January 1, 2023. Under the extended agreement Mogo will receive discounted access to Postmedia’s network. As part of the extended agreement, the companies agreed to: (1) amend the exercise price of the 77,778 outstanding warrants of the Company held by Postmedia to $2.79 per share, each such warrant entitling Postmedia to acquire one Mogo share, and (2) extend the term of these warrants from January 25, 2023 to September 20, 2025. The amendments to the outstanding warrants will be effective as of the date that is ten (10) business days following the date hereof. In addition, Mogo will issue an additional 89,000 warrants, each such new warrant entitling Postmedia to acquire one Mogo share at the same price as the amended warrants for a period of 2 years and 6 months from the date of issuance.

F-27

Mogo Inc.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and nine months ended September 30, 2023 and 2022

17.

Equity (Continued from previous page)

(e)

Warrants (Continued from previous page)

During the year ended December 31, 2021, the Company also issued 190,961 warrants to purchase Common Shares with exercise prices ranging from USD $16.89 to USD $37.89 per warrant in connection with broker services rendered on offerings during the period. As at September 30, 2023, these warrants remain outstanding and exercisable.

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

18.

Related party transactions

Related party transactions during the three and nine months ended September 30, 2023, include transactions with debenture holders that incur interest. The related party debentures balance as at September 30, 2023, totaled $294 (December 31, 2022 – $306). The debentures bear annual coupon interest of 8.0% (December 31, 2022 – 8.0%) with interest expense for the three and nine months ended September 30, 2023, totaling $6 and $18, respectively (September 30, 2022 – $6 and $19, respectively). The related parties involved in such transactions include shareholders, officers, directors, and management, close members of their families, or entities which are directly or indirectly controlled by close members of their families. The debentures are ongoing contractual obligations that are used to fund our corporate and operational activities.

F-28


		Management’s Discussion and Analysis

MOGO INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE QUARTER ENDED SEPTEMBER 30, 2023

DATED: NOVEMBER 9, 2023

1 | Page


		Management’s Discussion and Analysis


Table of Contents

Caution Regarding Forward-looking Statements		4

Company Overview		5

Business Developments		5

Financial Highlights	6

Financial Outlook		7

Financial Performance Review		8

Non-IFRS Financial Measures		12

Results of Operations	15

Liquidity and Capital Resources		25

Risk Management		29

Critical Accounting Estimates		29

Changes in Accounting Policies		30

Controls and Procedures		30

2 | Page


		Management’s Discussion and Analysis

MANAGEMENT’S DISCUSSION AND ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) is current as of November 9, 2023, and presents an analysis of the financial condition of Mogo Inc. and its subsidiaries (collectively referred to as “Mogo” or the “Company”) as at and for the three and nine months ended September 30, 2023 compared with the corresponding periods in the prior year. This MD&A should be read in conjunction with the Company’s interim condensed consolidated financial statements and the related notes thereto for the three and nine months ended September 30, 2023, as well as with the audited annual consolidated financial statements and the related notes thereto for the year ended December 31, 2022. The financial information presented in this MD&A is derived from our interim condensed consolidated financial statements prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as issued by the International Accounting Standards Board. The Company was continued under the Business Corporations Act (British Columbia) on June 21, 2019, in connection with the business combination with Mogo Finance Technology Inc. (“Mogo Finance”). The transaction was accounted for as a business combination, with Mogo Finance as the accounting acquirer. Accordingly, the consolidated financial statements and this MD&A reflect the continuing financial statements of Mogo Finance.

This MD&A is the responsibility of management. The board of directors of Mogo (the “Board”) has approved this MD&A after receiving the recommendation of the Company’s Audit Committee, which is comprised exclusively of independent directors, and the Company’s Disclosure Committee.

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

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

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

This MD&A makes reference to certain non‑IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. These measures are provided as additional information to complement the IFRS financial measures contained herein by providing further metrics to understand the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We made use non‑IFRS financial measures, including adjusted EBITDA, adjusted net loss and cash provided by (used in) operating activities before investment in gross loans receivable to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. We also use non‑IFRS financial measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our capital expenditure and working capital requirements. See “Key Performance Indicators” and “Non‑IFRS Financial Measures”.

3 | Page


		Management’s Discussion and Analysis

Caution Regarding Forward-Looking Statements

This MD&A contains forward‑looking statements that relate to the Company’s current expectations and views of future events. In some cases, these forward‑looking statements can be identified by words or phrases such as “outlook”, “may”, “might”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “indicate”, “seek”, “believe”, “predict” or “likely”, or the negative of these terms, or other similar expressions intended to identify forward‑looking statements. The Company has based these forward‑looking statements on its current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy and financial needs. These forward‑looking statements include, among other things, statements relating to the Company’s expectations (including our financial outlook) regarding its revenue, expenses and operations, key performance indicators, provision for loan losses (net of recoveries), anticipated cash needs and its need for additional financing, completion of announced transactions, funding costs, ability to extend or refinance any outstanding amounts under the Company’s credit facility, ability to protect, maintain and enforce its intellectual property, plans for and timing of expansion of its product and services, future growth plans, ability to attract new members and develop and maintain existing customers, ability to attract and retain personnel, expectations with respect to advancement of its product offering, competitive position and the regulatory environment in which the Company operates, anticipated trends and challenges in the Company’s business and the markets in which it operates, third‑party claims of infringement or violation of, or other conflicts with, intellectual property rights, the resolution of any legal matters, and the acceptance by the Company’s consumers and the marketplace of new technologies and solutions.

Forward-looking statements, including our financial outlook, are based on certain assumptions and analyses made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate and are subject to risks and uncertainties. Although we believe that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and we cannot assure that actual results will be consistent with these forward-looking statements. Our financial outlook is intended to provide further insight into our expectations for results in 2023 and may not be appropriate for other purposes. This outlook involves numerous assumptions, particularly around member growth and take up of products and services, and we believe it is prepared on a reasonable basis reflecting management’s best estimates and judgements. However, given the inherent risks, uncertainties and assumptions, any investors or other users of this document should not place undue reliance on these forward-looking statements.

Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors that are discussed in greater detail in the “Risk Factors” section of the Company’s current annual information form available at www.sedarplus.ca and at www.sec.gov, which risk factors are incorporated herein by reference.

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

[The rest of this page left intentionally blank]

4 | Page


		Management’s Discussion and Analysis

Company Overview

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

Mission

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

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

Business Developments

•

On July 10, 2023 Mogo announced the closing of the previously announced business combination between Coinsquare Ltd. (“Coinsquare”), CoinSmart Financial Inc., and WonderFi Technologies Inc. (TSX: WNDR) (“WonderFi”). Before the execution of the transaction, Mogo received 1.4 million shares of FRNT Financial Inc and 0.1 million shares of Mogo from Coinsquare. As a result of the transaction, Mogo exchanged its 12.5 million shares in Coinsquare for 87.0 million shares of WonderFi. As at September 30, 2023, Mogo is the largest shareholder of WonderFi, the only fully regulated crypto exchange in Canada, with a 13% ownership stake. Common shares in WonderFi held by Mogo and certain other investors are subject to a lock-up period, with 1/3 of shares released to be freely tradeable in each of January 2024, July 2024 and January 2025.

•

Mogo's digital payment solutions business, Carta Worldwide, processed over $2.4 billion of payments volume in Q3 2023 which was up over 30% compared to Q3 2022.

•

In Q3 2023, the Company’s assets under management increased 18% year-over-year to $331.0 million.

•

In Q3 2023, Mogo continued to focus on increasing the value of its digital wealth platform, with multiple improvements that make it easier for users to chart the right path to long-term wealth building, by avoiding speculative trading and high-fee mutual funds that typically underperform the market. Additionally, Mogo restructured its product engineering teams to better focus on velocity and driving user experience improvements.

•

In October 2023, Mogo continued to build a highly efficient and scalable technology platform and operation while at the same time reducing costs. Mogo entered a multi-year agreement to transition to Oracle Cloud Infrastructure ("OCI") to support the long-term growth of the Company’s digital wealth platform. Carta also announced it selected OCI to accelerate innovation and support future growth.

•

In October 2023, Mogo completed a strategic agreement to transition to Snowflake as the sole data warehouse for its wealth and lending platforms.

•

On August 14, 2023, the Company completed a share consolidation of its share capital on the basis of one post-consolidation common share of Mogo for each three pre-consolidation common shares of Mogo. Following the share consolidation, the Company has regained compliance with the minimum bid price requirement of US$1.00 per share under the Nasdaq Listing Rule 5550(a)(2).

•

In March 2023, Mogo amended its marketing collaboration agreement with Postmedia Network Inc. ("Postmedia") and extended the agreement until December 31, 2024. Postmedia is a Canadian news media company representing more than 130 brands across multiple print, online and mobile platforms.

5 | Page


		Management’s Discussion and Analysis

Financial Highlights


($000s)
	2023									2022
	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter			Second Quarter
Financial Highlights
Total revenue	$	16,180		$	16,008		$	15,877		$	17,146		$	17,257		$	17,290
Gross profit		11,387			11,943			11,869			11,743			10,835			11,341
Total operating expenses		12,230			13,104			13,516			15,496			18,469			21,195
Adjusted EBITDA(1)		2,066			1,844			1,019			248			(2,799	)		(4,134	)
Adjusted net loss(1)		(2,556	)		(2,918	)		(3,858	)		(4,261	)		(8,350	)		(9,476	)
Cash provided by (used in) operations before investment in gross loans receivable(1)		2,619			2,129			67			457			(1,467	)		(2,476	)

•

Q3 2023 revenue of $16.2 million, down 6% over the prior year, mainly reflecting the Company’s previously disclosed decision to narrow its strategic focus and exit certain sub-scale and unprofitable products.

•

Q3 2023 gross profit of $11.4 million (70% margin), an increase of $0.6 million compared to $10.8 million (63% margin) in Q3 2022.

•

During Q3 2023, Mogo continued to focus on cost efficiency and improving its cash flow. As a result of these efficiency initiatives, total operating expenses for Q3 2023 decreased by $6.2 million to $12.2 million, or 34%, compared to $18.5 million at Q3 2022. In addition, these efficiency initiatives resulted in an improvement in cash flows from operating activities (before investment in loan portfolio) from negative $1.5 million in Q3 2022 to positive $2.6 million in Q3 2023.

•

Mogo reported a material improvement in adjusted EBITDA, which reached $2.1 million in Q3 2023, compared with an adjusted EBITDA loss of $2.8 million in Q3 2022, resulting from both improved gross profit and significantly lower operating expenses compared to the prior period.

•

Adjusted net loss decreased to ($2.6) million in Q3 2023 from ($8.4) million in Q3 2022.

•

Net loss decreased to ($9.5) million in Q3 2023, compared with net loss of ($20.0) million in Q3 2022.

•

During the three months ended September 30, 2023, Mogo repurchased 134,502 of its common shares for cancellation under the NASDAQ share repurchase program and its TSX normal course issuer bid at an average price of CAD $2.45 per share, for a total repurchase cost of $0.3 million.

•

Ended Q3 2023 with cash and total investments of $43.7 million. This included combined cash and restricted cash of $19.3 million and investment portfolio of $24.5 million.

(1)

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

6 | Page


		Management’s Discussion and Analysis

Financial Outlook

•

In recent quarters, Mogo has focused on accelerating its path to profitability by placing an emphasis on cost efficiency and building financial resiliency in light of challenging financial market conditions. As a result of these initiatives, total operating expenses decreased by $6.2 million, or 34%, in Q3 2023 compared to Q3 2022.

•

For Q4 2023, Mogo reiterates its expectation of:

▪

Full-year adjusted EBITDA of $7.0 million to $9.0 million

▪

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

7 | Page


		Management’s Discussion and Analysis

Financial Performance Review

The following provides insight on the Company’s financial performance by illustrating and providing commentary on its key performance indicators and operating results.

Key Performance Indicators

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

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


	As at
	September 30, 2023		September 30, 2022		Change %
Key Business Metrics
Mogo Members (000s)		2,077		2,061		1	%


($000s, except percentages)
	Three months ended									Nine months ended
	September 30, 2023			September 30, 2022			Change %			September 30, 2023			September 30, 2022			Change %
IFRS Measures
Revenue	$	16,180		$	17,257			(6	)%	$	48,064		$	51,803			(7	)%
Subscription and services revenue		9,519			10,405			(9	)%		28,598			31,398			(9	)%
Net loss		(9,504	)		(19,996	)		(52	)%		(26,396	)		(90,737	)		(71	)%
Net cash used in operating activities		(4,154	)		(5,616	)		(26	)%		(6,967	)		(25,657	)		(73	)%
Other Key Performance Indicators(1)
Adjusted EBITDA		2,066			(2,799	)		(174	)%		4,928			(12,476	)		(139	)%
Adjusted net loss		(2,556	)		(8,350	)		(69	)%		(9,335	)		(28,603	)		(67	)%
Cash provided by (used in) operations before investment in gross loans receivable		2,619			(1,468	)		(278	)%		4,813			(11,078	)		(143	)%

(1)

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

8 | Page


		Management’s Discussion and Analysis

Mogo members

Our total member base grew to 2,077,000 members as at September 30, 2023, from 2,061,000 members as at September 30, 2022, representing an increase of approximately 1% or 16,000 net members. Quarter over quarter, net members increased by 33,000 in Q3 2023. The growth in our member base reflects the continued adoption of our products by new members.

Revenue

Three months ended Q3 2023 vs Q3 2022

Total revenue decreased by 6% to $16.2 million for the three months ended September 30, 2023 compared to $17.3 million in the same period last year. The revenue decrease was primarily a result of the previously announced elimination of sub-scale revenue streams and unprofitable products including MogoCrypto, Moka France, and MogoCard which helped drive an increase in gross profit to $11.4 million in the three months ended September 30, 2023 compared to $10.8 million in the same period last year.

Nine months ended Q3 2023 vs Q3 2022

Total revenue decreased by 7% to $48.1 million for the nine months ended September 30, 2023 compared to $51.8 million in the same period last year. The decrease in revenue was driven by the same reasons noted above.

Subscription and services revenue

Three months ended Q3 2023 vs Q3 2022

Subscription and services revenue decreased by 9% to $9.5 million for the three months ended September 30, 2023 compared to $10.4 million in the same period last year. The decrease was primarily driven by the previously announced elimination of sub-scale and unprofitable products including the wind down of MogoCrypto, Moka France and MogoCard.

Nine months ended Q3 2023 vs Q3 2022

Subscription and services revenue decreased by 9% to $28.6 million for the nine months ended September 30, 2023 compared to $31.4 million in the same period last year. The decrease in subscription and services revenue was primarily driven by the same reasons noted above.

9 | Page


		Management’s Discussion and Analysis

Net loss

Three months ended Q3 2023 vs Q3 2022

Net loss was $9.5 million for the three months ended September 30, 2023, which is a decrease in net loss of $10.5 million compared to net loss of $20.0 million in the same period last year.

The variance is driven by the operating efficiency initiatives implemented in 2022 and 2023 that resulted in a $6.2 million reduction in operating expenses, and reductions in non-operating losses including a $6.6 million decrease in our share of Coinsquare’s net comprehensive loss, and a $0.5 million decrease in restructuring expense. This was partially offset by a $3.3 million increase in unrealized loss on the investment portfolio.

Nine months ended Q3 2023 vs Q3 2022

Net loss was $26.4 million for the nine months ended September 30, 2023, which is a decrease in net loss of $64.3 million compared to net loss of $90.7 million in the same period last year. The decrease in net loss was largely driven by operating efficiency initiatives noted above that resulted in a $25.5 million decrease in operating expenses. Additionally, there was a $39.4 million decrease in expenses related to impairment and our share of equity losses in our investment in Coinsquare.

Net cash used in operating activities

Three months ended Q3 2023 vs Q3 2022

Net cash used in operating activities was $4.2 million for the three months ended September 30, 2023, which is a decrease of $1.4 million compared to $5.6 million in the same period last year. The improvement was primarily attributed to significant operating expense efficiencies gained in the past year, in addition to gross margin improvement. The decrease in operating expenses was partially offset by an increase in net issuance of loans receivable of $2.6 million.

Nine months ended Q3 2023 vs Q3 2022

Net cash used in operating activities was $7.0 million for the nine months ended September 30, 2023, which is a decrease of $18.7 million compared to $25.7 million in the same period last year. The improvement was primarily attributed to significant operating expense efficiencies gained in the past year, in addition to gross margin improvement.

Adjusted EBITDA(1)

Three months ended Q3 2023 vs Q3 2022

Adjusted EBITDA was $2.1 million for the three months ended September 30, 2023, which is a $4.9 million improvement from the adjusted EBITDA loss of $2.8 million in the same period last year. The improvement in adjusted EBITDA was primarily driven by a 5% increase in gross profit and 34% reduction in operating expenditures in Q3 2023 compared to Q3 2022 arising from the realization of cost efficiency initiatives implemented in the last twelve months.

Nine months ended Q3 2023 vs Q3 2022

Adjusted EBITDA was $4.9 million for the nine months ended September 30, 2023, which is a $17.4 million improvement from the adjusted EBITDA loss of $12.5 million in the same period last year. The improvement in adjusted EBITDA was primarily driven by the same reasons noted above.

(1)

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

10 | Page


		Management’s Discussion and Analysis

Adjusted net loss(1)

Three months ended Q3 2023 vs Q3 2022

Adjusted net loss was $2.6 million for the three months ended September 30, 2023, which is a $5.8 million improvement compared to an adjusted net loss of $8.4 million in the same period last year. The improvement in adjusted net loss was attributed primarily to the same reasons noted above in the adjusted EBITDA variance and partially offset by a $0.2 million increase in credit facility interest expense due to rising interest rates.

Nine months ended Q3 2023 vs Q3 2022

Adjusted net loss was $9.3 million for the nine months ended September 30, 2023, which is a $19.3 million improvement compared to an adjusted net loss of $28.6 million in the same period last year. The improvement in adjusted net loss was attributed primarily to the same reasons noted above in the adjusted EBITDA variance and partially offset by a $1.2 million increase in credit facility interest expense due to rising interest rates.

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

Three months ended Q3 2023 vs Q3 2022

Cash provided by operating activities before investment in gross loans receivable was $2.6 million for the three months ended September 30, 2023, which is a $4.1 million improvement compared to negative $1.5 million in the same period last year. The improvement was primarily attributed to significant operating expense efficiencies gained in the past year, in addition to gross margin improvements.

Nine months ended Q3 2023 vs Q3 2022

Cash provided by operating activities before investment in gross loans receivable was $4.8 million for the nine months ended September 30, 2023, which is a $15.9 million improvement compared to negative $11.1 million in the same period last year. The improvement was primarily attributed to the same reasons noted above.

(1)

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

11 | Page


		Management’s Discussion and Analysis

Non-IFRS Financial Measures

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

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

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

Adjusted EBITDA

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

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


($000s)
	Three months ended						Nine months ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Net loss before tax	$	(9,627	)	$	(20,086	)	$	(26,717	)	$	(90,986	)
Depreciation and amortization		2,105			3,144			6,682			9,470
Stock-based compensation		804			1,691			1,898			7,877
Credit facility interest expense		1,521			1,305			4,469			3,277
Debenture and other financing expense		768			789			2,377			2,446
Accretion related to debentures		228			313			735			934
Share of loss in investment accounted for using the equity method		—			6,612			2,972			20,941
Revaluation loss		5,480			2,146			3,972			4,395
Impairment of investment accounted for using the equity method		—			—			5,295			26,749
Other non-operating expense		787			1,287			3,245			2,421
Adjusted EBITDA		2,066			(2,799	)		4,928			(12,476	)

Adjusted net loss

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

12 | Page


		Management’s Discussion and Analysis

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 ended						Nine months ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Net loss before tax	$	(9,627	)	$	(20,086	)	$	(26,717	)	$	(90,986	)
Stock-based compensation		804			1,691			1,898			7,877
Share of loss in investment accounted for using the equity method		—			6,612			2,972			20,941
Revaluation loss		5,480			2,146			3,972			4,395
Impairment of investment accounted for using the equity method		—			—			5,295			26,749
Other non-operating expense		787			1,287			3,245			2,421
Adjusted net loss		(2,556	)		(8,350	)		(9,335	)		(28,603	)

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		Management’s Discussion and Analysis

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

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

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


($000s)
	Three months ended						Nine months ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Net cash used in operating activities	$	(4,154	)	$	(5,616	)	$	(6,967	)	$	(25,657	)
Net issuance of loans receivable		(6,773	)		(4,148	)		(11,780	)		(14,579	)
Cash provided by (used in) operations before investment in gross loans receivable		2,619			(1,468	)		4,813			(11,078	)

Mogo members

Mogo members is not a financial measure. Mogo members refers to the number of individuals who have signed up for one or more of our products and services including: MogoMoney, MogoMortgage, MogoTrade, Moka services, our premium account subscription offerings, unique content, or events. People cease to be Mogo members if they do not use any of our products or services for 12 months and have a deactivated account. Reported Mogo members may overstate the number of unique individuals who actively use our products and services within a 12-month period, as one individual may register for multiple accounts whether inadvertently or in a fraudulent attempt. Customers are Mogo members who have accessed one of our revenue generating products, including MogoMoney, MogoMortgage, MogoTrade, Moka services and our premium account subscription offerings. Management believes that the size of our Mogo member base is one of the key drivers of the Company’s future performance. Our goal is to continue to grow and monetize our member base as we build our digital financial platform, launch new products and strive to build the largest digital financial brand in Canada.

14 | Page


		Management’s Discussion and Analysis

Results of Operations

The following table sets forth a summary of our results of operations for the three and nine months ended September 30, 2023 and 2022:


($000s, except per share amounts)
	Three months ended						Nine months ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Total revenue	$	16,180		$	17,257		$	48,064		$	51,803
Cost of revenue		4,793			6,422			12,866			17,306
Gross profit		11,387			10,835			35,198			34,497
Technology and development		2,547			3,186			8,395			9,834
Marketing		954			2,061			2,239			10,173
Customer service and operations		2,593			3,446			8,226			11,050
General and administration		3,227			4,941			11,410			15,916
Stock-based compensation		804			1,691			1,898			7,877
Depreciation and amortization		2,105			3,144			6,682			9,470
Total operating expenses		12,230			18,469			38,850			64,320
Loss from operations		(843	)		(7,634	)		(3,652	)		(29,823	)
Credit facility interest expense		1,521			1,305			4,469			3,277
Debenture and other financing expense		768			789			2,377			2,446
Accretion related to debentures		228			313			735			934
Share of loss in investment accounted for using the equity method		—			6,612			2,972			20,941
Revaluation loss		5,480			2,146			3,972			4,395
Impairment of investment accounted for using the equity method		—			—			5,295			26,749
Other non-operating expense		787			1,287			3,245			2,421
		8,784			12,452			23,065			61,163
Net loss before tax		(9,627	)		(20,086	)		(26,717	)		(90,986	)
Income tax recovery		(123	)		(90	)		(321	)		(249	)
Net loss		(9,504	)		(19,996	)		(26,396	)		(90,737	)
Other comprehensive income:
Unrealized revaluation loss on digital assets		—			—			—			(468	)
Foreign currency transaction reserve (loss) gain		21			106			(99	)		884
Other comprehensive (loss) income		21			106			(99	)		416
Total comprehensive loss		(9,483	)		(19,890	)		(26,495	)		(90,321	)

Adjusted EBITDA(1)		2,066			(2,799	)		4,928			(12,476	)
Adjusted net loss(1)		(2,556	)		(8,350	)		(9,335	)		(28,603	)
Net loss per share (basic)		(0.38	)		(0.79	)		(1.06	)		(3.56	)
Net loss per share (diluted)		(0.38	)		(0.79	)		(1.06	)		(3.56	)

(1)

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

15 | Page


		Management’s Discussion and Analysis

Key Income Statement Components

Total revenue

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


($000s, except percentages)
	Three months ended							Nine months ended
	September 30, 2023		September 30, 2022		Change %			September 30, 2023		September 30, 2022		Change %
Subscription and services revenue	$	9,519	$	10,405		(9	)%	$	28,598	$	31,398		(9	)%
Interest revenue		6,661		6,852		(3	)%		19,466		20,405		(5	)%
Total revenue		16,180		17,257		(6	)%		48,064		51,803		(7	)%

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

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

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

Cost of revenue

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


($000s, except percentages)
	Three months ended									Nine months ended
	September 30, 2023			September 30, 2022			Change %			September 30, 2023			September 30, 2022			Change %
Provision for loan losses, net of recoveries	$	3,781		$	4,418			(14	)%	$	9,345		$	11,506			(19	)%
Transaction costs		1,012			2,004			(50	)%		3,521			5,800			(39	)%
Cost of revenue		4,793			6,422			(25	)%		12,866			17,306			(26	)%
As a percentage of total revenue		30	%		37	%					27	%		33	%

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

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

Cost of revenue was $4.8 million for the three months ended September 30, 2023, a decrease of $1.6 million compared to the same period in the prior year. Cost of revenue was $12.9 million for the nine months ended September 30, 2023, a decrease of $4.4 million compared to the same period last year.

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

16 | Page


		Management’s Discussion and Analysis

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

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

Technology and development expenses

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


($000s, except percentages)
	Three months ended									Nine months ended
	September 30, 2023			September 30, 2022			Change %			September 30, 2023			September 30, 2022			Change %
Technology and development	$	2,547		$	3,186			(20	)%	$	8,395		$	9,834			(15	)%
As a percentage of total revenue		16	%		18	%					17	%		19	%

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

Technology and development expenses were $2.5 million for the three months ended September 30, 2023, which is a decrease of $0.7 million compared to $3.2 million in the same period last year. Technology and development expenses were $8.4 million for the nine months ended September 30, 2023, which is a decrease of $1.4 million compared to $9.8 million in the same period last year. The decrease is primarily due to cost efficiency initiatives implemented in 2023.

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

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		Management’s Discussion and Analysis

Marketing expenses

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


($000s, except percentages)
	Three months ended									Nine months ended
	September 30, 2023			September 30, 2022			Change %			September 30, 2023			September 30, 2022			Change %
Marketing	$	954		$	2,061			(54	)%	$	2,239		$	10,173			(78	)%
As a percentage of total revenue		6	%		12	%					5	%		20	%

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

Marketing expenses were $1.0 million for the three months ended September 30, 2023, which is a decrease of $1.1 million compared to $2.1 million in the same period last year. Marketing expenses were $2.2 million for the nine months ended September 30, 2023, which is a decrease of $8.0 million compared to $10.2 million in the same period last year. During the latter half of 2022 and continuing in 2023, there was a significant reduction in marketing expenses to focus on more efficient marketing channels that drive shorter payback periods.

Customer service and operations expenses

The following table provides the customer service and operations (“CS&O”) expenses for the three and nine months ended September 30, 2023 and 2022:


($000s, except percentages)
	Three months ended									Nine months ended
	September 30, 2023			September 30, 2022			Change %			September 30, 2023			September 30, 2022			Change %
Customer service and operations	$	2,593		$	3,446			(25	)%	$	8,226		$	11,050			(26	)%
As a percentage of total revenue		16	%		20	%					17	%		21	%

CS&O expenses consist primarily of salaries and personnel‑related costs for customer support, payment processing and collections employees. Associated expenses include third-party expenses related to credit data sources and collections.

CS&O expenses decreased for the three and nine months ended September 30, 2023. The decrease is primarily due to cost reduction initiatives implemented in 2022 and continuing into 2023.

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		Management’s Discussion and Analysis

General and administration expenses

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


($000s, except percentages)
	Three months ended									Nine months ended
	September 30, 2023			September 30, 2022			Change %			September 30, 2023			September 30, 2022			Change %
General and administration	$	3,227		$	4,941			(35	)%	$	11,410		$	15,916			(28	)%
As a percentage of total revenue		20	%		29	%					24	%		31	%

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

G&A expenses decreased for the three and nine months ended September 30, 2023, compared to the same periods last year. The decrease is due to various cost efficiency initiatives implemented in 2023.

Stock-based compensation and depreciation and amortization

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


($000s, except percentages)
	Three months ended									Nine months ended
	September 30, 2023			September 30, 2022			Change %			September 30, 2023			September 30, 2022			Change %
Stock-based compensation	$	804		$	1,691			(52	)%	$	1,898		$	7,877			(76	)%
Depreciation and amortization		2,105			3,144			(33	)%		6,682			9,470			(29	)%
		2,909			4,835			(40	)%		8,580			17,347			(51	)%
As a percentage of total revenue		18	%		28	%					18	%		33	%

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

Stock-based compensation decreased to $0.8 million in the three months ended September 30, 2023 compared to $1.7 million in the same period last year. Stock-based compensation decreased to $1.9 million in the nine months ended September 30, 2023, compared to $7.9 million in the same period last year. The decrease in stock-based compensation is driven by options granted in 2023 having a lower grant date fair value compared to grants in 2022 such that graded vesting of these options has resulted in a decrease in expense.

Depreciation and amortization decreased to $2.1 million in the three months ended September 30, 2023 compared to $3.1 million in the same period last year. Depreciation and amortization decreased to $6.7 million in the nine months ended September 30, 2023, compared to $9.5 million in the same period last year. The decreases are driven by lower amortization of intangible assets in the current period as a result of the impairment of legacy MogoApp and MogoCard related intangible assets in Q4 2022, along with the impairment of MogoCrypto related intangible assets in Q3 2022.

19 | Page


		Management’s Discussion and Analysis

Credit facility interest expense

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


($000s, except percentages)
	Three months ended									Nine months ended
	September 30, 2023			September 30, 2022			Change %			September 30, 2023			September 30, 2022			Change %
Credit facility interest expense	$	1,521		$	1,305			17	%	$	4,469		$	3,277			36	%
As a percentage of total revenue		9	%		8	%					9	%		6	%

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

Credit facility interest expense increased for the three and nine months ended September 30, 2023 compared to the same periods last year. The increase is primarily due to higher interest rates in 2023 compared to 2022.

Other expenses

The following table provides a breakdown of other expenses, excluding credit facility interest expense, by type for the three and nine months ended September 30, 2023 and 2022:


($000s, except percentages)
	Three months ended									Nine months ended
	September 30, 2023			September 30, 2022			Change %			September 30, 2023			September 30, 2022			Change %
Debenture and other financing expense	$	768		$	789			(3	)%	$	2,377		$	2,446			(3	)%
Accretion related to debentures		228			313			(27	)%		735			934			(21	)%
Share of loss in investment accounted for using the equity method		—			6,612			(100	)%		2,972			20,941			(86	)%
Revaluation loss		5,480			2,146			155	%		3,972			4,395			(10	)%
Impairment of investment accounted for using the equity method		—			—		n/a				5,295			26,749			(80	)%
Other non-operating expense		787			1,287			(39	)%		3,245			2,421			34	%
Total other expenses		7,263			11,147			(35	)%		18,596			57,886			(68	)%
As a percentage of total revenue		45	%		65	%					39	%		112	%

Total other expenses were $7.3 million for the three months ended September 30, 2023, which is a decrease in expense of $3.8 million compared to the same period last year. Total other expenses were $18.6 million for the nine months ended September 30, 2023, which is a decrease in expense of $39.3 million compared to the same period last year. The decrease in total other expenses was primarily driven by higher non-cash impairment charges on our investment in Coinsquare in 2022 compared to 2023. Additional decreases are due to the discontinuation of equity accounting for our share of Coinsquare’s net comprehensive loss following the WonderFi Transaction. These items are partially offset by an increase in other non-operating expenses due to a $1.1 million impairment in assets related to the sublease of our Vancouver office in the current period.

Revaluation gains and losses were a $5.5 million loss for the three months ended September 30, 2023 compared to a loss of $2.1 million in the same period last year. The variance is primarily attributable to loss in investment portfolio of $5.6 million compared to a loss of $1.9 million in the same period last year.

Revaluation gains and losses were a $4.0 million loss for the nine months ended September 30, 2023, compared to a $4.4 million loss in the same period last year. The variance is primarily attributable to the same factors discussed above.

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		Management’s Discussion and Analysis

Other non-operating expense for the three and nine months ended September 30, 2023 primarily consists of restructuring charges incurred in Q1 2023 related to the wind down of the legacy MogoApp, including MogoCard, and Q2 2023 related to impairment of assets related to the sublease of our Vancouver office. Other non-operating expense recognized in Q3 2022 primarily related to the implementation of certain restructuring in 2022 and 2023.

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

Other comprehensive (loss) income

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


($000s, except percentages)
	Three months ended							Nine months ended
	September 30, 2023		September 30, 2022		Change %			September 30, 2023			September 30, 2022			Change %
Unrealized revaluation loss on digital assets	$	—	$	—	n/a			$	—		$	(468	)		(100	)%
Foreign currency transaction reserve (loss) gain		21		106		(80	)%		(99	)		884			(111	)%
Other comprehensive (loss) income		21		106		(80	)%		(99	)		416			(124	)%

Total other comprehensive income was $0.1 million for the three months ended September 30, 2023 compared to other comprehensive income of $0.1 million in the same period last year. Total other comprehensive loss was $0.1 million for the nine months ended September 30, 2023 compared to other comprehensive income of $0.4 million in the same period last year.

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

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

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

Foreign currency translation reserve gain was $0.1 million for the three months ended September 30, 2023 compared to a gain of $0.1 million in the same period last year. Foreign currency translation reserve loss was $0.1 million for the nine months ended September 30, 2023, compared to $0.9 million gain in the same period last year. These variances are due to fluctuations in foreign currency exchange rates across the periods.

21 | Page


		Management’s Discussion and Analysis

Selected Quarterly Information


($000s, except per share amounts)
	2023									2022												2021
	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter			Second Quarter			First Quarter			Fourth Quarter
Income Statement Highlights
Total revenue	$	16,180		$	16,008		$	15,877		$	17,146		$	17,257		$	17,290		$	17,256		$	16,996
Loss from operations		(843	)		(1,161	)		(1,647	)		(3,753	)		(7,634	)		(9,854	)		(12,333	)		(11,257	)
Other expenses, including taxes		(8,661	)		(8,847	)		(5,237	)		(71,190	)		(12,362	)		(42,016	)		(6,537	)		(18,366	)
Net loss		(9,504	)		(10,008	)		(6,884	)		(74,943	)		(19,996	)		(51,870	)		(18,870	)		(29,623	)
Net loss per common share (basic)		(0.38	)		(0.39	)		(0.27	)		(2.97	)		(0.78	)		(2.03	)		(0.75	)		(1.23	)
Net loss per common share (fully diluted)		(0.38	)		(0.39	)		(0.27	)		(2.97	)		(0.78	)		(2.03	)		(0.75	)		(1.23	)
Non-IFRS Financial Measures(1)
Adjusted EBITDA		2,066			1,844			1,019			248			(2,799	)		(4,134	)		(5,545	)		(3,656	)
Adjusted net loss		(2,556	)		(2,918	)		(3,858	)		(4,261	)		(8,350	)		(9,476	)		(10,777	)		(9,749	)
Cash provided by (used in) operations before investment in gross loans receivable		2,619			2,129			67			457			(1,467	)		(2,476	)		(7,138	)		(994	)

(1)

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

Key Quarterly Trends

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

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

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

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

22 | Page


		Management’s Discussion and Analysis

Key Balance Sheet Components

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


($000s)	As at
	September 30, 2023		December 31, 2022
Cash and cash equivalent	$	17,715	$	29,268
Total assets		196,323		221,494
Total liabilities		111,029		110,608

Total assets decreased by $25.2 million during the nine months ended September 30, 2023. The decrease is primarily attributable to non-cash losses including $13.3 million of non-cash losses related to our investments.

Total liabilities increased by $0.4 million during the nine months ended September 30, 2023. The increase is primarily due to a $2.4 million increase in accounts payable, accruals and other liabilities, offset by a $1.7 million decrease in debentures and a $0.4 million decrease in lease liabilities.

Loans receivable

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


($000s)	As at
	September 30, 2023			December 31, 2022
Gross loans receivable	$	70,685		$	69,914
Allowance for loan losses		(11,987	)		(13,073	)
Net loans receivable		58,698			56,841

The gross loans receivable portfolio was $70.7 million as at September 30, 2023, which is an increase of $0.8 million compared to the balance as at December 31, 2022. The increase is primarily due to an increase in originations.

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


($000s)	As at
	September 30, 2023			December 31, 2022
Allowance for loan losses, beginning of period	$	13,073		$	9,813
Provision for loan losses		9,926			15,383
Loans charged-off		(11,012	)		(12,123	)
Allowance for loan losses, end of period		11,987			13,073

The allowance for loan losses is reported on the Company’s balance sheet and is netted against gross loans receivable to arrive at the net loans receivable. The allowance for loan losses represents our estimate of the ECL inherent in our loan portfolio. Refer to Note 4 of the interim condensed consolidated financial statements for a breakdown of gross loans receivable and allowance for loan losses by aging category based on their IFRS 9 ECL measurement stage. The Company assesses its allowance for loan losses at each reporting date. Changes in the provision for loan losses, net of recoveries, are recorded as a cost of revenue in the consolidated statements of operations and comprehensive income (loss).

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		Management’s Discussion and Analysis

The allowance for loan losses as a percentage of gross loans receivable decreased to 17.0% as at September 30, 2023 from 18.7% as at December 31, 2022. This is primarily due to a better aging of loan portfolio as at Q3 2023 compared to Q4 2022.

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

The Company reserves and charges off consumer loan amounts to the extent that there is no reasonable expectation of recovery once the loan or a portion of the loan has been classified as past due for more than 180 consecutive days. Recoveries on loan amounts previously charged off are credited against loans receivable and provision for loan losses when collected.

In the opinion of management, the Company has provided adequate allowances to absorb expected credit losses inherent in its loan portfolio based on available and relevant information affecting the loan portfolio at each balance sheet date. The Company cannot guarantee that delinquency and loss levels will correspond with the historical levels experienced and there is a risk that delinquency and loss rates could change significantly.

Transactions with Related Parties

Related party transactions during the three and nine months ended September 30, 2023 include transactions with debenture holders that incur interest. The related party debentures balance as at September 30, 2023 totaled $0.3 million (September 30, 2022 – $0.3 million). The debentures bear annual coupon interest of 8.0% (September 30, 2022 – 8.0%) with interest expense for the three and nine months ended September 30, 2023 totaling $6,000 and $18,000 respectively (September 30, 2022 - $6,000 and $19,000, respectively). The related parties involved in such transactions include shareholders, officers, directors, and management, close members of their families, or entities which are directly or indirectly controlled by close members of their families. The debentures are ongoing contractual obligations that are used to fund our corporate and operational activities.

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		Management’s Discussion and Analysis

Off‑Balance Sheet Arrangements

The Company has no off‑balance sheet arrangements that have, or are likely to have, a current or future material effect on our consolidated financial position, financial performance, liquidity, capital expenditures or capital resources.

Liquidity and Capital Resources

The Company’s objectives when managing capital are to maintain financial flexibility in order to preserve its ability to meet financial obligations and continue as a going concern, and to deploy capital to provide future investment return to its shareholders. A detailed description of the Company’s approach to capital management and risk management policy for managing liquidity risk is outlined in Note 23 and Note 26 in the Company’s audited annual consolidated financial statements for the year ended December 31, 2022. The Company has assessed that it has adequate resources to continue as a going concern for the foreseeable future, which management has defined as being at least the next 12 months.

To date the Company has funded its lending and investing activities, expenses and losses primarily through the proceeds of its initial public offering which raised $50 million in 2015, subsequent issuances of Common Shares, convertible debentures, warrants, prior private placements of preferred shares, placements of debentures, credit facilities, and cash from operating activities. The business combination between the Company and Mogo Finance in the second quarter of 2019 also added to the Company’s capital resources and strengthened its financial position with an investment portfolio which the Company is actively seeking to monetize. Following investments made after the business combination, the value of Mogo’s investments, including our investment in WonderFi, was $24.5 million as at September 30, 2023.

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

On November 6, 2023, due to the expiry of our previous short-form base shelf prospectus, we filed a new short-form base shelf prospectus with the securities commissions in each of the provinces and territories of Canada, except Quebec. This shelf prospectus allows Mogo to offer common shares, preferred shares, debt securities, and warrants to purchase common shares, preferred shares or debt securities up to an aggregate offering price of USD $250,000,000 for the 25 month period after filing.

In order to support its growth strategy, the Company gives consideration to additional financing options including accessing the capital markets for additional equity or debt, monetization of our investment portfolio, increasing the amount of long-term debt outstanding or increasing availability under existing or new credit facilities.

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

In December 2021, we amended our Credit Facility. The amendments changed the effective interest rate from a maximum of 9% plus LIBOR to 8% plus LIBOR with no floor. In addition, the amendment increases the available loan capital from $50 million to $60 million and extends the maturity date by three years from July 2, 2022 to July 2, 2025. As of July 1, 2023, the Credit Facility's benchmark rate transitioned from the USD LIBOR benchmark rate to the Secured Overnight Financing Rate.

25 | Page


		Management’s Discussion and Analysis

Cash Flow Summary

The following table provides a summary of cash inflows and outflows by activity for the three and nine months ended September 30, 2023 and 2022:


($000s)
	Three months ended						Nine months ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Cash provided by (used in) operating activities before changes in working capital (1)	$	2,639		$	(276	)	$	6,431		$	(7,249	)
Other changes in working capital (1)		(20	)		(1,192	)		(1,618	)		(3,829	)
Cash provided by (used in) operating activities before changes in loans receivable		2,619			(1,468	)		4,813			(11,078	)
Cash invested in loans receivable		(6,773	)		(4,148	)		(11,780	)		(14,579	)
Cash used in operating activities		(4,154	)		(5,616	)		(6,967	)		(25,657	)
Cash used in investing activities		(511	)		(1,878	)		(2,104	)		(8,494	)
Cash provided by (used in) financing activities		1,267			(712	)		(2,443	)		(361	)
Effect of exchange rate fluctuations		20			(232	)		(39	)		782
Net decrease in cash for the period		(3,378	)		(8,438	)		(11,553	)		(33,730	)

(1)

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

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

Cash (used in) provided by operating activities

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

Cash provided by operating activities before investment in gross loans receivables was $2.6 million for the three months ended September 30, 2023, which is a $4.1 million improvement compared to negative $1.5 million in the same period last year. Cash provided by operating activities before investment in gross loans receivable was $4.8 million for the nine months ended September 30, 2023, which is a $15.9 million improvement compared to negative $11.1 million in the same period last year. The improvement was primarily attributed to significant operating expense efficiencies gained in the past year, in addition to gross margin improvements.

Cash invested in loans receivable was a $6.8 million outflow in the three months ended September 30, 2023 compared to a $4.1 million outflow in the same period last year. Cash invested in loans receivable was a $11.8 million outflow in the nine months ended September 30, 2023, compared to a $14.6 million outflow in the same period last year. Management maintains complete discretion over the ability to manage this as either a usage of cash or an inflow of cash from period to period.

Cash used in operating activities improved by $1.4 million or 26% in the three months ended September 30, 2023 compared to the same period last year. Cash used in operating activities improved by $18.7 million or 73% in the nine months ended September 30, 2023, compared to the same period last year.

Cash provided by (used in) operating activities before changes in working capital was a $2.6 million inflow in the three months ended September 30, 2023 compared to a $0.3 million outflow in the same period last year. Cash provided by operating activities before changes in working capital was a $6.4 million inflow in the nine months ended September 30, 2023, compared to a $7.2 million outflow in the same period last year. The overall decrease in cash outflows was due to lower operating expenses as a percentage of revenue in the current period relative to the prior period.

Other changes in working capital resulted in a $0.1 million outflow in the three months ended September 30, 2023 compared to a $1.2 million outflow in the same period last year. Other changes in working capital resulted in a $1.6 million outflow in

26 | Page


		Management’s Discussion and Analysis

the nine months ended September 30, 2023, compared to a $3.8 million outflow in the same period last year. The decrease in cash outflows is due to the timing of vendor payments.

Cash (used in) provided by investing activities

Our investing activities consist primarily of capitalization of software development costs, purchases of property, equipment and software, investment and sale of our digital assets, cash invested in investment accounted for using the equity method, monetization of our investment portfolio and cash (invested) acquired in a business combination. The cash flow may vary from period to period due to the timing of the expansion of our operations, changes in employee headcount and the development cycles of our internal‑use technology.

Cash used in investing activities in the three months ended September 30, 2023 was $0.5 million compared to $1.9 million in the same period last year. Cash used in investing activities in the nine months ended September 30, 2023 was $2.1 million compared to $8.5 million in the same period last year. The decrease in cash used in investing activities is primarily due to a significant reduction in capital technology expenditures required as a result of our cost efficiency initiatives. We expect the current level of capital expenditure to be more reflective of cash needed for investing activities in the foreseeable future.

Cash (used in) provided by financing activities

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

Cash provided by financing activities in the three months ended September 30, 2023 was $1.3 million compared to cash used in financing activities of $0.7 million for the same period last year. The net increase in cash provided by financing activities in the current period compared to the prior period is primarily attributable to a $2.3 million increase in advances of the Credit Facility, corresponding with the growth in our gross loans receivable in the period, and is partially offset by a $0.3 million increase in Mogo share purchases.

Cash used in financing activities in the nine months ended September 30, 2023 was $2.4 million compared to cash used in financing activities of $0.4 million for the same period last year. The net increase in cash used in financing activities is attributable to the same factors discussed above.

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		Management’s Discussion and Analysis

Contractual Obligations

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


($000s)	2023		2024		2025		2026		2027		Thereafter
Commitments - operational
Lease payments		297		1,206		1,240		1,255		872		637
Trade payables		5,000		—		—		—		—		—
Accrued wages and other expenses		18,430		—		—		—		—		—
Interest – Credit Facility		1,567		6,266		3,133		—		—		—
Interest – Debentures		746		2,888		2,026		—		—		—
		26,040		10,360		6,399		1,255		872		637
Commitments – principal repayments
Credit Facility		—		—		47,007		—		—		—
Debentures (1)		530		2,188		34,742		—		—		—
		530		2,188		81,749		—		—		—
Total contractual obligations		26,570		12,548		88,148		1,255		872		637

Disclosure of Outstanding Shares

The authorized capital of Mogo consists of an unlimited number of Common Shares without par value and an unlimited number of preferred shares, issuable in one or more series. As of November 9, 2023, no preferred shares have been issued and the following Common Shares, and rights to acquire Common Shares were outstanding:


Class of Security	Number outstanding (in 000s) as at November 9, 2023
Common shares		24,736
Stock options		3,639
Restricted share units		1
Common share purchase warrants (2)		2,267

(1)

The debenture principal repayments are payable in either cash or Common Shares at Mogo’s option. The number of Common Shares required to settle the principal repayments is variable based on the Company's share price at the repayment date. The debentures are subordinated to the Credit Facility which has the effect of extending the maturity date of the debentures to the later of contractual maturity or the maturity date of Credit Facility.

(2)

Common share purchase warrants include the 1,909,608 warrants accounted for as a derivative financial liability in Note 9 of the interim condensed consolidated financial statements for the three and nine months ended September 30, 2023.

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		Management’s Discussion and Analysis

Risk Management

In the normal course of business, the Company is exposed to financial risk that arises from a number of sources. Management’s involvement in operations helps identify risks and variations from expectations. As a part of the overall operation of the Company, management takes steps to avoid undue concentrations of risk. The Company’s significant risk and related policies are described further in the notes to the Company’s audited annual consolidated financial statements for the year ended December 31, 2022 and interim condensed consolidated financial statements for the three and nine months ended September 30, 2023.

Other risks

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

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

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

Capital management

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

Critical Accounting Estimates

The preparation of the interim condensed consolidated financial statements requires management to make estimates, assumptions and judgments that affect the reported amount of assets and liabilities, and the reported amount of revenues and expenses during the period. Actual results may differ from these estimates. Estimates, assumptions, and judgments are reviewed on an ongoing basis. Revisions to accounting estimates are recognized on a prospective basis beginning from the period in which they are revised.

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

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		Management’s Discussion and Analysis

Changes in Accounting Policies including Initial Adoption

Significant accounting policies

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s audited annual consolidated financial statements for the year ended December 31, 2022 with the below exceptions:

Subleases

New and amended standards and interpretations

Controls and Procedures

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

Internal Controls over Financial Reporting

The Company’s internal controls over financial reporting (“ICFR”) are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company’s management is responsible for establishing and maintaining adequate ICFR for the Company. Management, including the CEO and CFO, does not expect that the Company’s ICFR will prevent or detect all errors and all fraud or will be effective under all future conditions. A control system is subject to inherent limitations and even those systems determined to be effective can provide only reasonable, but not absolute, assurance that the control objectives will be met with respect to financial statement preparation and presentation. The Company’s management under the supervision of the CEO and CFO has evaluated the design of the Company’s ICFR based on the Internal Control – Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. During the three and nine months ended September 30, 2023, there were no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "Interim filings") of Mogo Inc. (the "issuer") for the interim period ended September 30, 2023.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the Interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared: and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control – Integrated Framework (COSO Framework 2013) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 9, 2023

“David Feller”

______________________

David Feller

Chief Executive Officer

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "Interim filings") of Mogo Inc. (the "issuer") for the interim period ended September 30, 2023.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared: and

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

5.3 Limitation on scope of design: N/A