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

Hello, and welcome to the Mogo's special meeting of 2021. 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 now yours.

Thank you. Good afternoon. My name is Dave Feller, and as Chief Executive Officer and Chairman of the Board of Directors, I welcome you to the special meeting of shareholders. As this meeting is being held virtually via live webcast, we think it's necessary to set out a few rules for the orderly conduct of the meeting. Questions in respect of the motion can be submitted by any registered shareholder or duly appointed proxy holder using the Instant messaging tab on your screen, I will be presented with all questions. 2, when asking a question, please indicate your name and which entity you represent, if any. 3, questions will generally appear shortly after they are submitted, but will only be addressed during the question period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motion before the meeting may be addressed during the meeting. 4, for the purposes of the meeting today, voting on the matter before the meeting will be conducted by a single electronic poll. Registered shareholders and duly appointed proxy holders will be asked about after the presentation of the matter before the meeting. When you are asked to vote, you'll receive a message on Lumi requesting you to register your votes. You will only have a certain amount of time to do so. 2, Call to order and appointment of Secretary. We will now proceed with the formal portion of today's meeting. To expedite the formal portion of the meeting, I will move all motions, which need not be seconded. The meeting will now come to order. Pursuant to the articles of the company, I will act as Chair of this meeting. I will ask Charlie McDonald of Stikeman Elliott, the company's external legal counsel, to act as secretary of this meeting. Appointment of Scrutineer. With the consent of the meeting, I appoint Computershare Investor Services, Inc., the company's registrar and transfer agent to act as Scrutineer at this meeting and to maintain the register of shareholders in attendance at this meeting. The only people entitled to participate in the business of this meeting are registered shareholders and duly appointed proxy holders, who have registered with the Scrutineer. I request that registered shareholders or proxy holders identify themselves as such as they speak at the meeting. Notice of the meeting. I received confirmation from Computershare that the notice of materials for this meeting were mailed to the shareholders of the company on December 17, 2020. Unless there is a registered shareholder or a duly appointed proxy holder desiring the reading of the notice, I will dispense with the reading of the notice with the consent of the meeting. Quorum, pursuant to the article of the company. Business may be transacted at this meeting if 2 persons are present, who are shareholders or who represent shareholders by proxy holding at least 25% of the outstanding shares entitled to be voted at the meeting. The Scrutineer's preliminary report indicates that there are 151 shareholders in attendance either in person or represented by proxy, holding 9,488,979 shares of the company registered to vote at this meeting, representing approximately 31.33% of the total outstanding shares of the company as of the record date for the meeting. With notice of this meeting having been properly given and a quorum of shareholders being present, I hereby declare this meeting duly called and constituted and ready for the transaction of business. Approval of transaction resolution. First, and only item of business today is to consider the ordinary resolution described in the notice calling this meeting and the management information circular of the company dated November 27, 2020. Copies of the management information circular and other meeting materials are available under the company's profile on SEDAR. As you all know, Mogo entered into an arrangement agreement with Carta Solutions Holding Corporation to acquire Carta pursuant to a plan of arrangement under the Canada Business Corporations Act. Pursuant to the plan of arrangement, Mogo will acquire all of the issued and outstanding securities of Carta in exchange for the issuance of 10 million common shares in Mogo, subject to adjustment. Upon completion of the arrangement, Carta will become a wholly owned subsidiary of Mogo. Shareholders will now be asked to consider and if deemed advisable, to approve an ordinary resolution referred to as the Transaction resolution, the full text of which is set forth in appendix A to the management information circular at Mogo. The transaction resolution provides for the approval of, among other things, the arrangement in the issuance of 10 million common shares of Mogo as consideration for the arrangement, subject to adjustment and must be passed by the affirmative vote of at least the majority of the votes cast in respect thereof by Mogo shareholders virtually present or represented by proxy at today's meeting. I move that the transaction resolution be approved. Is there any discussion on the motion? You will now be prompted to register your vote in respect of the Transaction resolution. Please register your votes by accessing the voting page when prompted and pressing on the for or against buttons next to the resolution, if you have not already done so. 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 the electronic poll. We will provide registered shareholders and duly appointed proxy holders approximately 2 minutes to complete the electronic poll. Once voting is completed, I would ask that the Scrutineer compile the report regarding the results of the voting. We will reconvene in a few moments with the Scrutineer's report and the voting results. [Voting]

Thank you for waiting. With respect to the ordinary resolution, approving the acquisition of Carta pursuant to a plan of arrangement under the Canada Business Corporations Act, I declare that this ordinary resolution has been approved. I direct the final voting results to be included in the minutes of this meeting and announced in a press release in accordance with the policies of the TSX and filed in SEDAR. Other business. Is there any other formal business which the shareholders would like to bring before the meeting at this time? 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? I ask that all attendees, who'd like to ask a question use the Instant Messaging feature in the virtual platform, we will answer as many questions as time permits. When asking your question, please state your name, the entity represent, if any, and confirm your record shareholder or do we appoint a proxy holder. Please limit your questions to topics related to today's subject matter and keep your question short to the point. We'll now give attendees a brief moment. There being no questions, I move that today's meeting be concluded. On behalf of the management, our Board of Directors and our employees, we would like to take the opportunity to thank everyone for participating in the meeting today. Thank you all for our shareholders for their commitment and continued support. We look forward to your attendance at the next shareholder meeting.

Thank you. This concludes the meeting. You may now disconnect.