Orion Digital Corp. (ORIO) Earnings Call Transcript & Summary

Hello, and welcome to the Extraordinary meeting of Debenture holders of Mogo Inc. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to David Feller. The floor is yours.

Thank you. Ladies and gentlemen, welcome to the extraordinary meeting of the holders of Mogo Inc.'s 10% convertible senior secured debentures due May 31, 2020. My name is Dave Feller, and as Chairperson of Board of Directors of the company, I will chair today's meeting. Joining me today is also our President and CFO, Greg Feller; and Alice Davidson, Vice President and General Counsel of the company. On behalf of the Board, I wish to express thanks to those convertible debenture holders who have submitted their proxies in advance of today's meeting. As this meeting is being held virtually via live webcast, we think it's necessary to have a few rules for the orderly conduct of the meeting. One, questions in respect of a motion can be submitted by any registered non-objecting beneficial convertible debenture holder, using the inset messaging tab on the left side of your screen. I will be presented with all questions. Two, when asking a question, please indicate your name, which agency you represent, if any. Three, questions will generally appear shortly after they are submitted but will only be addressed during the questions period at the end of the meeting provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. For the purpose of the meeting today, voting on all matters will be conducted by a single electronic vote poll. Registered convertible debenture holders and duly appointed proxy holders will be asked to vote after the presentation of today's motion. When you're asked to vote, you will receive a message on Lumi requesting you to register your votes. You will only have a certain amount of time to do so. We will now proceed with the formal portion of today's meeting. To expedite the formal part of the meeting, I will move all motions, which need not be seconded. I now call to order the extraordinary meeting of the holders of Mogo Inc. 10% convertible senior share debentures due May 31, 2020. With the consent of the meeting, I appoint Alice Davidson, Vice President and General Counsel of the company, as Secretary of the meeting. With the consent of the meeting, I appoint Marissa Beintema from Computershare Investor Services as scrutineer to report on the outstanding principal amount of convertible debentures represented at this meeting and to tabulate the votes on any poll taken at this meeting and to report there onto the chairperson of the meeting. The scrutineers have provided me with a copy of the report, which indicates that convertible debenture holders holding no less than 25% of the aggregate principal amount of the outstanding convertible debentures are in attendance, either virtually or represented by proxy to permit the meeting to proceed, in accordance with the quorum requirements of the convertible debenture, indenture. A copy of the final report on attendance will be filed with the records of the meeting. I have here the certificate of Computershare Investor Services, Inc., indicating that proper notice of the meeting has been given in accordance with the convertible debenture, indenture and any applicable laws. Accordingly, unless there's objection. I will dispense with the reading of the notice of the meeting. I direct that a copy of the notice with proof of mailing be kept by the secretary with the records of the meeting. The purpose of today's meeting is to approve as an extraordinary resolution, certain amendments to the convertible debentures as set out in the management information circular dated April 17, 2020, copies of which were mailed to convertible to venture holders on April 27, 2020, together with the notice of the meeting. On May 7, 2020, the company issued a press release disclosing certain enhancements to the terms of the amendments that were originally proposed in the management information circular. Copies of the management information circular, May 7 press release and other meeting materials are available on the company's website at investorsmogo.ca, and under the company SEDAR profile at www.sedar.com. I now declare that this meeting is regularly called and properly constituted for the transaction of business. We now move to the formal part of today's agenda. The only item of business today is to consider the extraordinary resolution approving the amendments of -- to the convertible debentures, substantially in the form attached to the management information circular and modified to reflect the enhanced terms disclosed by the company in the press release dated May 7, 2020. A detailed description of the amendments of the convertible debentures is set out in the management information circular read in conjunction with the press release of the company dated May 7, 2020. The text of the extraordinary resolution with the enhanced terms to be considered is available on the left side of your screen. For ease of reference, we've also provided a link to a document comparing this text with a formal resolution attached to the management information circular. As set out in the management information circular, in order for this extraordinary resolution to be passed, it must be approved by the affirmative vote of not less than 2/3 of the vote cast by convertible debenture holders of the company present at the meeting virtually or represented by proxy. I move that the extraordinary resolution approving the amendments to the convertible debentures be approved. The motion is now on the floor, unless there are any questions or discussions registered convertible debenture holders and validly appointed proxy holders will be prompted to vote on the extraordinary resolution, approving the amendments to the convertible debentures. Is there any discussion on the motion? You will now be prompted to register your vote in respect of today's business. Please register your votes by accessing the Voting page when prompted and pressing on the for or against buttons next to the resolution with respect to the amendments to the convertible debentures. Once the electronic poll closes, the Voting page will disappear and your votes will automatically be submitted. We will wait a few moments for the completion of electronic ballots. We will provide registered convertible debenture holders and fully appointed proxy holders approximately 1 minute to complete the electronic ballots. Once voting is completed, I would ask the scrutineer to compile the report regarding the results of voting. We will reconvene in a few moments with the scrutineer's report and the voting results. [Voting]

Thank you for waiting. I've received the scrutineer's report and confirm the extraordinary resolution approving the amendments to the convertible debentures has been approved. I direct that the results of today's vote be included in the minutes of the meeting and filed on SEDAR and disclosed in a press release promptly following the meeting. Is there any other formal business to be properly brought before this meeting? If there is no further business to be brought before this meeting, I move that the formal portion of today's meeting be concluded. Before we conclude, are there any further questions or discussions to be brought before this meeting? There being no questions, I move that today's meeting be concluded. On behalf of management, our Board of Directors and our employees, I would like to take the opportunity to thank everyone for participating in this meeting today. Thank you all for -- of our convertible debenture holders for their commitment and continued support. Thanks.

This concludes the meeting. You may now disconnect.