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

Hello and welcome to the Annual General and Special Meeting of Shareholders of Mogo Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to David Feller. Sir, the floor is yours.

Thank you. Good afternoon. My name is Dave Feller. As Chief Executive Officer and Chairman of the Board of Directors, I welcome you to this Annual General 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. [Operator Instructions] I will be presented with all questions. [Operator Instructions] 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 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 poll. Registered shareholders or duly appointed proxy holders will be asked to vote after the presentation of all such matters. When you are asked to vote, you'll receive a message on the virtual platform 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 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, and I will ask Victor Gerchikov of Stikeman Elliott, the company's external legal counsel, to act as secretary of this meeting. With the consent of the meeting, I appoint Computershare Investor Services Inc., the company's register 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 if they speak at the meeting. If anyone has not yet registered with the scrutineer, please do so now. I have received confirmation from Computershare that the notice and materials for this meeting were mailed to shareholders of the company on June 5, 2023. Unless there is a registered shareholder or 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. Pursuant to the articles of the company, business may be transacted at this meeting if 2 persons are present who are shareholders or who represent shareholder by proxy holding at least 25% of the outstanding shares entitled to be voted at the meeting. Scrutineer's preliminary report indicates that there are 99 shareholders in attendance either in person or represented by proxy holding 25,831,298 shares of the company registered to vote at this meeting, representing approximately 34.46% of the total outstanding shares of the company as of the record 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. The last Annual General Meeting of the company was held on June 28, 2022. The voting results for that meeting were posted on SEDAR. With the consent of the meeting, I will dispense with the reading of the minutes of that meeting. I will now deal with the business described in the notice calling this meeting and the management information circular of the company dated May 29, 2023. Copies of the management information circular and other meeting materials are available under the company's profile on SEDAR. First item of business is the receipt of the financial statements of the company for the financial year ended December 31, 2022, and the report of the auditors hereon. Copies of the financial statements have been mailed to the shareholders that have requested them. Unless there is an objection, I will dispense with the reading of the auditors' report. I will entertain questions, if any, with respect to the financial statements of the company in the general question period. We now move to the next portion on today's agenda. The next item of business is the election of directors. The following persons have been nominated and are prepared to stand for election as directors: David Feller, Gregory Feller, Michael Wekerle, Christopher Payne, Kristin McAlister, Kees Van Winters. The persons nominated are management nominees for election. As was stated in the circular for this meeting, each of the persons nominated has confirmed that he or she is prepared to serve as a director. I move that David Feller, Gregory Feller, Michael Wekerle, Christopher Payne, Kristin McAlister and Kees Van Winters each be elected as directors of the company to hold office until the next annual meeting, their successor is duly elected or appointed or until they resign or become disqualified to act as directors. Is there any discussion on the motion? As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic poll. We will therefore continue with the next item of business, which is the appointment of the company's auditors. And you will be prompted to vote on the election of each director after the presentation of all business items for this meeting. Unless there are any questions or discussions, I will move to the next item of business. Next item of business is the reappointment of the company's auditor, KPMG LLP. I move that KPMG LLP be reappointed as the auditors of the company to hold office until the next annual meeting of the company and that directors of the company be granted authorization to fix the remuneration to be paid to the auditors. The motion is now on the floor. You will be prompted to vote on the appointment of the auditors after the presentation of all business items for this meeting. Is there any discussion on the motion? Next item of business is to consider special resolution, which would authorize the Board of Directors to affect the consolidation of all the issued and outstanding common shares of the company at a consolidated ratio of up to 4 pre-consolidation common shares for 1 post-consolidation common shares at any time prior to July 21, 2025. The company's common shares are listed on Nasdaq and pursuant to Nasdaq listing rules, the common shares must maintain a minimum bid price of USD 1 to continue trading on Nasdaq. The company was notified by the Nasdaq in October 2022 that the price of common shares had closed below the minimum bid price for the previous 30 business days. The company has been given until October 23, 2023, to regain compliance with the minimum bid price requirement. The share consolidation, if implemented by the Board, is intended to increase the per share market price of the common share. Accordingly, the purpose of the special resolution is provide the Board with the ability to complete the share consolidation in order to regain compliance with the minimum bid price requirement to maintain the company's listing on Nasdaq. For additional information on the potential share consolidation, we refer you to the management information circular of the company dated May 29, 2023, a copy of which is available on the company's profile on SEDAR. Shareholders will now be asked to consider and, if deemed advisable, to approve a special resolution referred to as the consolidation resolution, full text of which is set forth in Appendix B to the management information circular. The consolidation resolution must be passed by the affirmative vote of at least 2/3 of the votes cast by shareholders virtually present or represented by proxy at today's meeting. I move that the consolidation resolution be approved. 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, pressing on the For or Withhold buttons next to the name of each proposed director and next, the resolutions with respect to the appointment of KPMG LLP as the company's auditors and the approval of the consolidation resolution. Once the electronic poll closes, the voting page will disappear and your votes will automatically be submitted. We'll wait a few moments for the completion of the electronic poll. Once voting is completed, I would ask that the scrutineer compile the report regarding the results of voting. We will reconvene in a few moments with the scrutineer's report and voting results. [Voting]

The polls are now closed. Thank you for waiting. I have received the scrutineer's report and confirm the following. Each of the 6 nominees have been elected as directors of the company to hold office until the next annual meeting, their successor is duly elected or appointed or until they resign and become disqualified to act as directors. The appointment of KPMG LLP as the auditors of the company has been approved, and the Board of Directors of the company has been authorized to fix their remuneration. The consolidation resolution has been approved. I direct the final voting results to be included in the minutes of this meeting announced in a press release in accordance with the policies of the TSX and filed on SEDAR. Is there any other formal business which the shareholders would like to bring before the meeting at this time? 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? [Operator Instructions] We will answer any questions as time permits. [Operator Instructions] We will now give attendees a brief moment to type in the questions. 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 the meeting today. Thank you to all our shareholders for their commitment and continued support. We look forward to your attendance again next year. Thank you.

This concludes the meeting. You may now disconnect, and have a pleasant day.