EXHIBIT 99.1

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

OF MOGO INC.

TO BE HELD JANUARY 15, 2021

AND

MANAGEMENT INFORMATION CIRCULAR

CONCERNING THE PROPOSED ACQUISITION OF CARTA SOLUTIONS HOLDING CORPORATION

THE TRANSACTION AND THE RELATED SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED WITH, RECOMMENDED BY, OR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UPON RELIANCE ON AN EXEMPTION FROM REGISTRATION UNDER SECTION 3(a)(10) OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES AUTHORITY OF ANY U.S. STATE OR CANADIAN PROVINCE OR TERRITORY NOR HAS ANY OF THEM PASSED UPON THE FAIRNESS OR MERITS OF THE TRANSACTION OR THE ACCURACY OR ADEQUACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOVEMBER 27, 2020

401 West Georgia Street, Suite 2100

Vancouver, British Columbia

V6B 5A1

Dear Shareholder:

You are cordially invited to attend a special meeting (the “Meeting”) of the holders of common shares (the “Mogo Shareholders”) of Mogo Inc. (“Mogo”) to be held virtually via audiocast, due to the ongoing COVID-19 global pandemic, on January 15, 2021 at 1:00 p.m. (Vancouver Time) / 4:00 p.m. (Toronto Time).

At the Meeting, you will be asked to consider and vote upon a proposed acquisition of all of the issued and outstanding securities of Carta Solutions Holding Corporation, also known as Carta Worldwide (“Carta”) by Mogo (the “Transaction”), in consideration for the issuance of an aggregate of 10,000,000 common shares of Mogo (the “Mogo Shares”), subject to potential downward adjustments at closing based on the working capital and cash positions of Carta.

In order to become effective, the Transaction must be approved, pursuant to the rules of the Toronto Stock Exchange (the “TSX”), by a resolution passed by at least 50% of the votes cast by Mogo Shareholders present in person or represented by proxy at the Meeting. In addition, the Transaction is subject to the approval of the holders of Carta securities, and to receipt of required regulatory approvals, including the approval of the TSX and the Ontario Superior Court of Justice (the “Court”), and other customary closing conditions, all of which are described in more detail in the accompanying management information circular (the “Circular”).

The Transaction does not result in a change of control of Mogo and allows Mogo to expand into the global B2B fintech market. The Transaction results in a business combination that will turn Mogo into one of Canada's largest vertically integrated fintech companies. Following the Transaction, it is anticipated that Carta will become a wholly-owned subsidiary of Mogo that will continue to operate on a substantially separate basis. Mogo's management team believes that the Transaction will enhance Mogo's position as a leading fintech company, accelerate the growth of its subscription and transaction-based revenue, and expand Mogo's total addressable market into the $2.5 trillion global payments business. Upon completion of the Transaction, based on the assumptions set out in the Circular, Carta securityholders will own approximately 18% of Mogo's fully diluted shares on a pro forma basis. The Mogo Shares issuable pursuant to the Transaction will be issued to an intermediary limited partnership that will hold such Mogo Shares for a period of time before facilitating the ultimate distribution of the Mogo Shares to Carta securityholders upon the occurrence of certain triggering or “crystallizing” events, as more particularly described in the Circular.

The Mogo board of directors (the “Mogo Board”) has reviewed the terms and conditions of the Transaction and the ancillary transactions contemplated thereunder. After careful consideration of the advice of legal advisors and such other matters as it considered relevant, the Mogo Board has unanimously concluded that the Transaction, including the issuance of the Mogo Shares, is in the best interests of Mogo and has approved the Transaction and authorized its submission to the Mogo Shareholders for approval. Accordingly, the Mogo Board unanimously recommends that the Mogo Shareholders vote FOR the Transaction.

The accompanying notice of meeting and Circular contain a detailed description of the Transaction and include certain other information to assist you in considering the matters to be voted upon. You are urged to carefully consider all of the information in the accompanying Circular, including the documents incorporated by reference. If you require assistance, you should consult your financial, legal, or other professional advisor.

Your vote is important regardless of the number of Mogo Shares you own.

Voting

If you are a registered Mogo Shareholder and are unable to be present in person at the Meeting, we encourage you to vote by completing the enclosed form of proxy. You should specify your choice by marking the box on the enclosed form of proxy and by dating, signing and returning your proxy in the enclosed return envelope addressed to Computershare Investor Services Inc. (“Computershare”), Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, or by toll free North American fax number 1-866-249-7775, or by international fax number 1-416-263-9524, at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment or postponement thereof. Alternatively, you may submit your vote via the internet at www.investorvote.com, or by telephone at 1-866-732-8683 (toll free in North America). Please do this as soon as possible. Voting by proxy will not prevent you from voting in person if you attend the Meeting and revoke your proxy, but will ensure that your vote will be counted if you are unable to attend.

If you are not registered as the holder of your Mogo Shares but hold your Mogo Shares through a broker or other intermediary, you should follow the instructions provided by your broker or other intermediary in order to vote your Mogo Shares. See the section in the Circular entitled “General Proxy Information — Voting by Registered and Non-Registered Mogo Shareholders” for further information on how to vote your Mogo Shares.

While certain matters, such as the receipt of Court approval and Carta securityholder approval, are beyond the control of Mogo, if the resolution approving the Transaction is passed by the requisite majority of Mogo Shareholders at the Meeting, and the other conditions to closing are satisfied, it is anticipated that the Transaction will be completed and become effective on or about January 25, 2021.

If you have any questions or require more information with regard to voting your Mogo Shares, please contact Computershare by telephone toll free in North America at 1-800-564-6253 or outside of North America, collect, at 514-982-7555, or by email to service@computershare.com.

On behalf of Mogo, we would like to thank you for your continued support as we proceed with this important transaction.

Sincerely,

“David Feller”

Chief Executive Officer and Board Chair

Mogo Inc.

MOGO INC.

(the “Company”)

401 West Georgia Street, Suite 2100

Vancouver, British Columbia

V6B 5A1

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of holders of common shares of the Company (the “Mogo Shareholders”) will be held virtually via audiocast, due to the ongoing COVID-19 global pandemic, on Friday, January 15, 2021 at 1:00 p.m. (Vancouver Time) / 4:00 p.m. (Toronto Time) for the following purpose:

It is a condition to the completion of the Transaction that the Transaction Resolution be approved at the Meeting. If the Transaction Resolution is not approved by Mogo Shareholders at the Meeting, the Transaction will not be completed. To be effective, the Transaction Resolution must be approved by at least a majority of the votes cast on the Transaction Resolution by Mogo Shareholders at the Meeting in accordance with the requirements of Section 611(c) of the TSX Company Manual.

In light of the ongoing public health crisis related to the COVID-19 outbreak, and in order to comply with the measures imposed by the federal and provincial governments, the Meeting will be conducted as a virtual-only meeting. Registered Mogo Shareholders (as defined in the Circular) and duly appointed proxyholders can attend the meeting by way of the live webcast that will be available at https://web.lumiagm.com/235024637. The Company may take additional precautionary measures in relation to the Meeting in response to further COVID-19 developments and Shareholders are asked to visit the Company’s website at investors.mogo.ca for updates prior to the Meeting.

This notice is accompanied by the Circular, and either a form of proxy for a registered Mogo Shareholder or a voting instruction form for a beneficial Mogo Shareholder.

The Mogo board of directors has fixed November 27, 2020 as the record date for determining Mogo Shareholders who are entitled to receive notice of and vote at the Meeting.

In order for a registered Mogo Shareholder to be represented by proxy at the Meeting, the registered Mogo Shareholder must complete and submit the enclosed form of proxy or other appropriate form of proxy. You should specify your choice by marking the box on the enclosed form of proxy and by dating, signing and returning your proxy in the enclosed return envelope addressed to Computershare Investor Services Inc. (“Computershare”), Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, or by toll free North American fax number 1-866-249-7775, or by international fax number 1-416-263-9524, not later than 1:00 p.m. (Vancouver Time) / 4:00 p.m. (Toronto Time) on Wednesday, January 13, 2021. Alternatively, you may submit your vote via the internet at www.investorvote.com, or by telephone at 1-866-732-8683 (toll free in North America).  Proxies received after this deadline but prior to the commencement of the Meeting may be accepted at the discretion of the Chair of the Meeting.

Voting by proxy will not prevent you from voting in person if you attend the Meeting and revoke your proxy, but will ensure that your vote will be counted if you are unable to attend. In all cases, you should ensure that the proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment or postponement thereof, at which the proxy is to be used.

If you are not a registered Mogo Shareholder, please refer to the section in the Circular entitled “General Proxy Information — Voting by Registered and Non-Registered Mogo Shareholders” for information on how to vote your Mogo shares.

DATED at Vancouver, British Columbia this 27th day of November, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “David Feller”

David Feller

Chief Executive Officer and Board Chair

Mogo Inc.

TABLE OF CONTENTS

GLOSSARY OF TERMS

In this Circular and accompanying Notice of Meeting, unless there is something in the subject matter inconsistent therewith, the following terms shall have the respective meanings set out below, words importing the singular number shall include the plural and vice versa and words importing any gender shall include all genders.

INFORMATION CONCERNING THE MEETING

Purpose of the Meeting

The information contained in this Circular is furnished in connection with the solicitation of proxies by the management of Mogo for use at the Meeting. At the Meeting, Mogo Shareholders will consider and vote upon the Transaction Resolution and such other business as may properly come before the Meeting.

Date, Time and Place of Meeting

The Meeting will be held virtually via audiocast due to the ongoing COVID-19 global pandemic on January 15, 2021 at 1:00 p.m. (Vancouver Time) / 4:00 p.m. (Toronto Time).

In light of the ongoing public health crisis related to the COVID-19 outbreak, and in order to comply with the measures imposed by the federal and provincial governments, the Meeting will be conducted as a virtual-only meeting. Registered Mogo Shareholders and duly appointed proxyholders can attend the meeting by way of the live webcast that will be available at https://web.lumiagm.com/235024637. The Company may take additional precautionary measures in relation to the Meeting in response to further COVID-19 developments and Shareholders are asked to visit the Company’s website at investors.mogo.ca for updates prior to the Meeting.

A summary of the information Mogo Shareholders will need to attend the online meeting is provided below:

Computershare Investor Services Inc.   100 University Avenue

8^th Floor

Toronto, Ontario

M5J 2Y1 

OR

Email: uslegalproxy@computershare.com

Requests for registration must be labeled as “Legal Proxy” and be received no later than January 13, 2021 at 1:00pm (Pacific time). Non-Registered Mogo Shareholders resident in the United States will receive a confirmation of their registration by email after Computershare receives their registration materials, and may then attend, and vote their Mogo Shares at and submit questions during the Meeting. 

If you are eligible to vote at the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting.

Solicitation of Proxies

It is expected that solicitation of proxies will be made primarily by mail but proxies may also be solicited personally or by telephone, email, facsimile, or other communication by directors, officers and employees or agents of Mogo without special compensation. All costs of soliciting proxies and mailing the Meeting Materials in connection with the Meeting will be borne by Mogo.

Mogo may hire a proxy solicitation agent whose costs will be entirely paid for by Mogo.

GENERAL PROXY INFORMATION

Appointment and Revocation of Proxies

The persons designated in the accompanying forms of proxy, being David Feller (Chief Executive Officer and Board Chair of Mogo) and Gregory Feller (Chief Financial Officer and President of Mogo), have been selected by the Mogo Board and have agreed to represent, as proxyholders, Mogo Shareholders appointing them. A MOGO SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM, HER OR IT AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY STRIKING OUT THE NAMES OF THOSE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY AND INSERTING THE DESIRED PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER FORM OF PROXY. Mogo Shareholders who wish to appoint a third-party proxyholder MUST register with Computershare at http://www.computershare.com/Mogo by January 13, 2021 at 1:00pm (Pacific time) and provide Computershare with their proxyholder’s contact information after submitting their proxy in order to receive a user name for the Meeting.  Registering a proxyholder (other than those designated in the accompany form of proxy) is an additional step after a Mogo Shareholder has submitted their proxy.  Failure to register such proxyholder will result in the tthird-party  proxyholder not receiving a user name to participate in the meeting, and without a user name, third-party proxyholders will not be able to vote at the Meeting.

A proxy will not be valid unless the completed form of proxy is received by Computershare at 100 University Ave., 8th Floor, Toronto, Ontario M5J 2Y1 attention Proxy Department, or by fax to Computershare at 1-866-249-7775 or 1-416-263-9524. Alternatively, a proxy may be submitted via the internet at www.investorvote.com, or by telephone at 1-866-732-8683 (toll free in North America). If a Registered Mogo Shareholder who has submitted a proxy attends the Meeting via the webcast and has accepted the terms and conditions when entering the Meeting online, any votes cast by such Registered Mogo Shareholder on a ballot will be counted and the previously submitted proxy will be disregarded.

IN ALL CASES, THE PROXY MUST BE RECEIVED AT LEAST FORTY-EIGHT (48) HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. The time limit for the deposit of proxies may be waived or extended by the Chairman of the Meeting at his or her discretion without notice.

A Mogo Shareholder forwarding the accompanying proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the Mogo Shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The Mogo Shares represented by the proxy will be voted in accordance with the directions, if any, given in the proxy.

A proxy given by a Registered Mogo Shareholder for use at the Meeting may be revoked at any time prior to its use. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing or, if the Mogo Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. Any such instrument revoking a proxy must be deposited at the registered office of Mogo, at 1700 – 666 Burrard Street, Vancouver, British Columbia, V6C 5A1, any time up to and including the last Business Day preceding the day of the Meeting, or an adjournment thereof, or deposited with the Chair of the Meeting on the day of the Meeting, or any adjournment thereof. If the instrument of revocation is deposited with the Chair on the day of the Meeting or any adjournment thereof, the instrument will not be effective with respect to any matter on which a vote has already been cast pursuant to such proxy.

Notice and Access

Mogo is not sending the Meeting Materials to Registered Mogo Shareholders or Non-Registered Mogo Shareholders using notice-and-access delivery procedures as defined under NI 54-101 and NI 51-102.

Exercise of Discretion by Proxies

Shares represented by properly executed proxies in favour of the persons named in the enclosed form of proxy WILL BE VOTED OR WITHHELD FROM VOTING IN ACCORDANCE WITH THE INSTRUCTIONS OF THE SHAREHOLDER ON ANY BALLOT THAT MAY BE CALLED FOR and, where the person whose proxy is solicited specifies a choice with respect to the matters identified in the proxy, THE SHARES WILL BE VOTED OR WITHHELD FROM VOTING IN ACCORDANCE WITH THE SPECIFICATIONS SO MADE. WHERE SHAREHOLDERS HAVE PROPERLY EXECUTED PROXIES IN FAVOUR OF THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY AND HAVE NOT SPECIFIED IN THE FORM OF PROXY THE MANNER IN WHICH THE NAMED PROXIES ARE REQUIRED TO VOTE THE SHARES REPRESENTED THEREBY, SUCH SHARES WILL BE VOTED IN FAVOUR OF THE PASSING OF THE MATTERS SET FORTH IN THE NOTICE.

The enclosed form of proxy when properly completed and delivered and not revoked, confers discretionary authority upon the person appointed proxy thereunder, being David Feller (Chief Executive Officer and Board Chair of Mogo) and Gregory Feller (Chief Financial Officer and President of Mogo), to vote with respect to any amendment to or variation of a matter identified in the Notice of Meeting, and with respect to any other matter which may properly come before the Meeting. If an amendment to or variation of a matter identified in the Notice of Meeting is properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the persons designated in the enclosed form of proxy to vote in accordance with their best judgment on such matter or business. At the time of the printing of this Circular, the management of Mogo knows of no such amendment, variation or other matter which may be presented to the Meeting.

Voting by Registered and Non-Registered Mogo Shareholders

Only Registered Mogo Shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. Registered Mogo Shareholders may vote a proxy in his or her own name at any time by facsimile, internet or by mail in accordance with the instructions appearing on the enclosed forms of proxy and/or may attend the Meeting and vote in person. Because a Registered Mogo Shareholder is known to Mogo and Computershare, his, her or its account can be confirmed and his, her or its vote recorded or changed if such Registered Mogo Shareholder has previously voted.

Most Mogo Shareholders are Non-Registered Mogo Shareholders or “beneficial” Mogo Shareholders. Their Mogo Shares are registered in the name of an Intermediary, such as a securities broker, financial institution, trustee, custodian or other nominee who holds the shares on their behalf, or in the name of a clearing agency, such as The Canadian Depository for Securities Limited (“CDS”) or the Depository Trust & Clearing Corporation (“DTC”), in which the Intermediary is a participant. Intermediaries have obligations to forward Meeting Materials to non-registered holders, unless otherwise instructed by the holder (and as required by regulation in some cases, despite instructions).

In accordance with the requirements of the Canadian Securities Administrators and NI 54-101, Mogo has caused its agent to distribute copies of the Meeting Materials directly to Non-Registered Mogo Shareholders who are beneficial Mogo Shareholders who have provided instructions to an Intermediary that the Mogo Shareholder does not object to the Intermediary disclosing ownership information about the beneficial owner (“NOBOs”).

These Meeting Materials are being sent to both Registered Mogo Shareholders and Non-Registered Mogo Shareholders. If you are a Non-Registered Mogo Shareholder, and Mogo or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

By choosing to send the Meeting Materials to NOBOs directly, Mogo (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these Meeting Materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the voting instruction form enclosed with mailings to NOBOs.

The Meeting Materials distributed by Mogo's agent to NOBOs include a voting instruction form. A NOBO may vote using a voting instruction form in his or her own name at any time by facsimile, internet or by mail in accordance with the instructions appearing on the enclosed voting instruction form. Computershare will tabulate the results of the votes received from NOBOs in accordance with the instructions appearing on the enclosed voting instruction form and will provide appropriate instructions at the Meeting with respect to those votes. Please carefully review the instructions on the voting instruction form for completion and deposit.

Distribution to Objecting Beneficial Owners or OBOs

In addition, in accordance with the requirements of NI 54-101, Mogo is distributing copies of the Meeting Materials to clearing agencies and Intermediaries for onward distribution to Non-Registered Mogo Shareholders who have provided instructions to an Intermediary that the beneficial owner objects to the Intermediary disclosing ownership information about the beneficial owner (“OBOs”).

Intermediaries have obligations to forward meeting materials to the Non-Registered Mogo Shareholders, unless otherwise instructed by the holder (and as required by regulation in some cases, despite such instructions). Generally, Intermediaries will provide Non-Registered Mogo Shareholders with either: (a) a voting instruction form for completion and execution by the Non-Registered Mogo Shareholder, or (b) a proxy form executed by the Intermediary and restricted to the number of shares owned by the Non-Registered Mogo Shareholder, but not otherwise completed. These are procedures to permit the Non-Registered Mogo Shareholders to direct the voting of the Mogo Shares which they beneficially own. If you are an OBO holding Mogo Shares with an Intermediary, your Mogo Shares will not be voted or represented at the Meeting unless you execute and return a voting instruction form or proxy.

Non-Registered Shareholders who wish to attend, vote at and submit questions during the Meeting, or designate a third party to do so, must appoint themselves or a third party as proxy using the voting instruction form or proxy form provided by the Intermediary. Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the voting instruction form is to be delivered. In order to vote at the meeting, Non-Registered Shareholders who appoint themselves or a third party as a proxyholder MUST register with Computershare at http://www.computershare.com/Mogo after submitting their voting instruction form or proxy in order to receive a user name for the meeting. Registering a proxyholder is an additional step after a Non-Registered Shareholder has appointed themselves or a third party as proxy by submiting their voting information form or proxy.  Failure to register the proxyholder will result in the proxyholder not receiving a user name to participate in the meeting. To register a proxyholder, Mogo Shareholders MUST visit http://www.computershare.com/Mogo by January 13, 2021 at 1:00pm (Pacific time) and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a user name via email. Without a user name, third-party proxyholders appointed by Mogo Shareholders (including any Non-Registered Shareholders who wish to attend the Meeting themselves) will not be able to vote at the meeting. 

Quorum

The articles of Mogo provide that a quorum for the transaction of business at any meeting of Mogo Shareholders is two persons who are, or who represented by proxy, shareholders who, in the aggregate, hold at least 25% of the issued shares entitled to be voted at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Mogo has fixed the close of business on November 27, 2020 as the Record Date for the purposes of determining Mogo Shareholders entitled to receive the Notice of Meeting and vote at the Meeting. As at the Record Date, 30,285,413 Mogo Shares were issued and outstanding, each carrying the right to one vote at the Meeting.

To the knowledge of the directors and executive officers of Mogo, as at the Record Date, the only persons that beneficially own, or control or direct, directly or indirectly, voting securities of Mogo carrying 10% or more of the voting rights attached to the Mogo Shares are as follows:

__________

Notes:

PARTICULARS OF MATTERS TO BE ACTED UPON

The Transaction

Background

Mogo is a financial technology company focused on empowering consumers with innovative digital financial solutions. Mogo offers a finance app that empowers consumers with simple solutions to help them get in control of their financial health and be more mindful of the impact they have on society and the planet. Users can sign up for a free account in only three minutes and begin to learn the 4 habits of financial health and get convenient access to products that can help them achieve their financial goals and have a positive impact on the planet including a digital spending account with Mogo Visa* Platinum Prepaid Card featuring automatic carbon offsetting, free monthly credit score monitoring, ID fraud protection and personal loans. Members can also easily buy and sell bitcoin 24/7 through the Mogo app, as well as participate in Mogo's new bitcoin rewards program. The Mogo platform has been purpose-built to deliver a best-in-class digital experience, with best-in-class products all through one account. With more than one million members and a marketing partnership with Canada's largest news media company, Mogo continues to execute on its vision to gamify financial health and become the go-to financial app for the next generation of Canadians.

Carta is a leader in providing next-generation digital payments solutions. Carta offers a modern issuer processor platform that is the engine behind innovative fintech companies and products around the globe, empowering over 100 card programs and providing vital processing technology to industry leaders like TransferWise, Sodexo, Payfare, and more. Founded in 2007, Carta's management team has decades of payments and technology industry experience. Carta has approximately 70 employees and currently operates in Europe, Asia and Canada and has started its expansion into the US market. See “Information Concerning Carta” in Appendix B of this Circular.

As a result of Mogo Finance's business combination with Difference Capital Financial Inc. (“Difference”) in 2019, Mogo currently holds 100,000 Carta Series A Preferred Shares, 1,547,500 Carta Series B Preferred Shares, and 1,364,240 Carta Series C Preferred Shares, representing an aggregate of 4.3% of all of the issued and outstanding Carta Shares. In or around late 2019 and early 2020, Mogo and Carta engaged in discussions regarding a proposed acquisition of Carta by Mogo. The parties subsequently entered into a confidential and non-binding letter of intent for Mogo to acquire Carta on or about January 29, 2020 (the “Initial Letter of Intent”). However, due to the COVID-19 global pandemic, these negotiations stalled in or around March 2020 and the parties agreed to allow the Initial Letter of Intent to expire in order for both companies to focus on responding to the COVID-19 crisis. In or around late August 2020, discussions between the parties resumed and a new non-binding letter of intent was entered on or about October 13, 2020, which was amended and restated on or about November 11, 2020.

Between January 2020 and March 2020, and again between September 2020 and November 2020, Mogo and its advisors conducted business, legal, accounting and tax diligence, including by conducting on-site diligence at Carta's data center in Prince Edward Island, and its operations in Morocco. The Mogo Board was engaged on multiple occasions between January 2020 to March 2020, and again from September 2020 to November 2020, to discuss the proposed acquisition with management, and Mogo also consulted its legal and financial advisors through these time periods. After multiple drafts of the Arrangement Agreement had been exchanged and negotiated between Mogo and Carta, including their respective legal counsel, from February 2020 to March 2020 and again from October 2020 to November 2020, on or about November 16, 2020, the Mogo Board convened to consider the final form of Arrangement Agreement and the Transaction. After discussion, the Mogo Board unanimously determined, among other things, that: (i) the Arrangement Agreement and the Transaction are in the best interests of Mogo; (ii) the entering into the Arrangement Agreement is approved; and (iii) the unanimous recommendation of the Mogo Board is that all of the Mogo Shareholders vote in favour of the Transaction Resolution.

On November 17, 2020, Mogo entered the Arrangement Agreement with Carta to acquire 100% of the outstanding securities of Carta in exchange for the issuance of 10,000,000 Mogo Shares, subject to the Closing Adjustment. As a part of the Transaction, all of the Carta 2019 Notes and Carta 2020 Notes, in the expected aggregate principal amounts of $3 million and $1.5 million respectively, will be acquired, and subsequently cancelled, by Mogo, with the 2019 Noteholders and the 2020 Noteholders to share in the Consideration pursuant to the Waterfall. Following the completion of the Transaction, Carta Securityholders will own, directly or indirectly, approximately 18% of Mogo's fully diluted shares on a pro forma basis. Following the completion of the Transaction, it is anticipated that Carta will be a wholly-owned subsidiary of Mogo.

The Transaction is the result of arm's-length negotiations between the parties, their respective boards of directors and their respective advisors.

Strategic Rationale

Management believes that the Transaction will provide the following benefits to Mogo and Carta:

Recommendations of the Mogo Board

After careful consideration of, among other things, advice of legal advisors and such other matters as it considered relevant, the Mogo Board has determined that the Transaction is in the best interest of Mogo and have unanimously approved the Transaction. The Mogo Board unanimously recommends that Mogo Shareholders vote in favour of the Transaction.

Accordingly, the Mogo Board recommends that the Mogo Shareholders vote FOR the Transaction Resolution.

All members of the Mogo Board that hold Mogo Shares will vote their shares, in their capacity as Mogo Shareholders, in favour of the Transaction Resolution.

Approval of the Transaction Resolution

At the Meeting, the Mogo Shareholders will be asked to approve the Transaction Resolution, the full text of which is set out in Appendix A to this Circular. In order for the Transaction to become effective, the Transaction Resolution must be approved by 50% of the votes cast by the Mogo Shareholders present in person or by proxy at the Meeting.

Should Mogo Shareholders fail to approve the Transaction Resolution by the requisite majority, the Transaction will not be completed.

The Mogo Board has approved the Transaction and recommend that the Mogo Shareholders vote FOR the Transaction Resolution. See “Recommendations of the Mogo Board” above.

Approval of the Carta Securityholder Resolution

The Transaction will require the affirmative vote of not less than 2/3 of the votes cast by holders of each class of Carta Securities present in person or by proxy at the Carta Securityholder Meeting. Should Carta Securityholders fail to approve the Carta Securityholder Resolution by the requisite majorities, the Transaction will not be completed. See “Voting Support Agreements” below.

Court Approval of the Transaction

The Transaction will be completed pursuant to a plan of arrangement under the CBCA. An arrangement under the CBCA is subject to the approval of the Court.

Voting Support Agreements

Certain Carta Securityholders entered into Carta Voting Support Agreements with Mogo, pursuant to which they have agreed, on and subject to the terms thereof, among other things, to vote their Carta Securities in favour of the Carta Securityholder Resolution and in favour of any other matter necessary for the consummation of the transactions contemplated by the Arrangement Agreement. As of the Record Date, the following Carta Securities were subject to the Carta Voting Support Agreements:

Each Carta Securityholder that has entered into the Carta Voting Support Agreement with Mogo has agreed that they will not and will not permit any of their associates or affiliates to, directly or indirectly, sell, grant an option or right for the sale of, or otherwise dispose of, any Carta Shares, or any options or warrants to purchase any Carta Shares or any securities convertible or exchangeable for or that represent the right to receive Carta Shares, or any loans of Carta, as applicable, whether now owned or hereinafter acquired, owned directly, indirectly or beneficially by the undersigned, or under control or direction of such Carta Securityholder or enter into any swap, forward or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of such Carta Securities, or agree to or publicly announce any intention to do any of the foregoing.

Any Carta Voting Support Agreement shall automatically be terminated on the first to occur of: (i) Mogo providing written notice of termination such Carta Voting Support Agreement; (ii) the Arrangement Agreement being terminated in accordance with its terms; or (iii) the completion of the Transaction.

Interim Order

Prior to the Meeting and the Carta Securityholder Meeting, Carta intends on making application for the Interim Order providing for the calling and holding of the Carta Securityholder Meeting and certain other procedural matters.

The application for the Interim Order approving the Transaction is currently scheduled for December 18, 2020 at 10:00 am (Toronto time), or as soon thereafter as counsel may be heard, or at any other date or time as the Court may direct.

Final Order

Subject to the terms of the Arrangement Agreement, and if the Transaction Resolution is approved by the Mogo Shareholders in the matter specified herein, and by the Carta Securityholders at the Carta Securityholder Meeting, Carta intends to make an application to the Court for the Final Order.

The application for the Final Order approving the Transaction is currently scheduled for January 18, 2021 at 12:30pm (Toronto time), or as soon thereafter as counsel may be heard, or at any other date or time as the Court may direct.

Mogo Shareholder Approval

The TSX Company Manual requires that the Transaction be approved by Mogo Shareholders pursuant to Section 611(c) of the TSX Company Manual, as the number of securities issuable in payment of the purchase price for the Carta Securities exceeds 25% of the number of securities of Mogo which are currently outstanding, on a non-diluted basis.

Mogo Shareholders will be asked to approve the issuance of 10,000,000 Mogo Shares (subject to the Closing Adjustment) pursuant to the Transaction Resolution, which is equal to approximately 33.02% of the non-diluted Mogo Shares outstanding as of the Record Date. The TSX will generally not require further security holder approval for the issuance of up to an additional 2,500,000 Mogo Shares, such number being 25% of the number of Mogo Shares to be approved by Mogo Shareholders pursuant to the Transaction.

In addition to the Mogo Shareholder Approval, certain other Regulatory Approvals will also be required to consummate the Transaction. The TSX has conditionally approved the listing of the Mogo Shares issuable pursuant to the Transaction. Mogo Shareholders should be aware that final approvals have not yet been issued by the TSX and that neither Mogo nor Carta can provide any assurances that such approvals will be obtained.

Completion of the Transaction

Completion of the Transaction is expected to occur on or about January 25, 2021; however completion of the Transaction is dependent on many factors, some of which are beyond the control of Mogo, such as the timing of the receipt of Court approval. As a result, it is possible that completion may be delayed if the conditions to completion of the Transaction cannot be met on a timely basis.

The Arrangement Agreement

The following is a summary description of certain material provisions of the Arrangement Agreement, is not comprehensive and is qualified in its entirety by reference to the full text of the Arrangement Agreement, which is incorporated herein by reference. Mogo Shareholders are urged to read the Arrangement Agreement in its entirety. The Arrangement Agreement, which is incorporated by reference into this Circular, was filed on November 27, 2020, with the Canadian securities regulatory authorities and is available under Mogo's profile on SEDAR at www.sedar.com and with the SEC at www.sec.gov.

Capitalized terms used but not otherwise defined herein have the meanings set out in the Arrangement Agreement.

Overview of Transaction

In order to preserve Carta's existing private equity distribution structure, Mogo will pay the Consideration to the Carta Limited Partnership on closing of the Transaction. The initial partners of the Carta Limited Partnership will be Carta GP Ltd., a company to be formed, of which Chris Payne (Chair of the Carta Board) is expected to be the sole shareholder and director, as general partner (the “Carta General Partner”), and Mogo, as the initial limited partner. Pursuant to the Plan of Arrangement, all Carta Securityholders (other than those that only hold Carta Options) will become Carta Limited Partners. The amount and class of Carta Limited Partnership Units to be held by each Carta Securityholder (other than those that only hold Carta Options) will be determined based on the interest held by such Carta Securityholder in Carta immediately prior to the Effective Date.

All such Carta Securityholders who become Carta Limited Partners pursuant to the Plan of Arrangement will continue to hold their respective Carta Limited Partnership Units, and all Mogo Shares that form part of the Consideration will be held by the Carta Limited Partnership, until a date that is no later than 30 days after the Crystallization Date, on which date the Consideration will be distributed to the Carta Limited Partners pursuant to the Waterfall, except that holders of Carta 2019 Notes will be entitled to receive their respective portion of the Consideration on December 31, 2021 if the Crystallization Date has not occurred prior to such date. For more information, see “Particulars Of Matters To Be Acted Upon – The Transaction – Plan of Arrangement and the Carta Limited Partnership”.

As the initial Carta Limited Partner, Mogo will retain a “veto” right so as to prohibit changes to the structure of the Carta Limited Partnership including, in particular, the timing of the distribution of the Consideration to the Carta Limited Partners.

Purchase Price and Working Capital Adjustment

Pursuant to the Plan of Arrangement, after all Carta Securityholders have transferred their Carta Securities to the Carta Limited Partnership in exchange for Carta Limited Partnership Units (other than holders of Carta Options, who will have their Carta Options cancelled in exchange for nominal consideration of $0.00001 per Carta Option), Mogo will issue 10,000,000 Mogo Shares to the Carta Limited Partnership as the Consideration in exchange for the transfer of all Carta Securities to Mogo. If Carta does not meet certain working capital and cash targets on the Effective Date, the number of Mogo Shares issuable to the Carta Limited Partnership may be adjusted downwards, pursuant to the Closing Adjustment, as more particularly set out in the Arrangement Agreement and the Plan of Arrangement.

Effective Date and Conditions of the Transaction

If the Transaction Resolution receives Mogo Shareholder Approval and the Carta Securityholder Resolution receives Carta Securityholder Approval, the Final Order of the Court is obtained approving the Transaction, every requirement of the CBCA relating to the Transaction has been complied with and all other conditions to the Arrangement Agreement are satisfied or waived, then the Transaction will become effective at 11:50 p.m. (Toronto time) on the Effective Date. The Effective Date is expected to be on or about January 25, 2021. It is possible that completion may be delayed beyond this date if the conditions to completion of the Transaction cannot be met on a timely basis.

General

The Plan of Arrangement, which is deemed to be part of the Arrangement Agreement, provides that at the Effective Time, a sequence of steps shall occur in the order set out in the Arrangement Agreement giving effect to the transactions contemplated by the Arrangement Agreement.

Procedural Steps

The following procedural steps must be taken for the Transaction to become effective:

Conditions to the Completion of the Transaction

Completion of the Transaction is subject to the following mutual conditions which may only be waived, in whole or in part, by the mutual consent of each of Carta and Mogo:

Completion is subject to the following additional conditions in favour of Mogo that may only be waived by Mogo:

Completion is subject to the following additional conditions in favour of Carta that may only be waived by Carta:

Representations, Warranties and Covenants of Mogo

The Arrangement Agreement contains certain representations and warranties on the part of Mogo in respect of matters pertaining to, among other things: its incorporation and organization; its authority to enter into and to perform its obligations under the Arrangement Agreement; the delivery of the Arrangement Agreement and performance of obligations under the Arrangement Agreement not conflicting with the Mogo's constating documents, applicable law or any contract Mogo is party to; its authorized and outstanding capital structure; material compliance with Law; litigation; business in the ordinary course; and compliance with environmental laws.

The representations and warranties made by Mogo to Carta in the Arrangement Agreement were made solely for the purposes of the Arrangement Agreement and may be subject to important qualifications and limitations agreed to by the Parties in connection with negotiating and entering into the Arrangement Agreement. In addition, these representations and warranties were made as of specified dates, may be subject to a contractual standard of materiality that is different from what may be viewed as material to Mogo Shareholders or may have been used for the purpose of allocating risk between the Parties rather than for the purpose of establishing facts. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Arrangement Agreement. For the foregoing reasons, you should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

The Arrangement Agreement includes, among other things, covenants of Mogo relating to: using commercially reasonable efforts to preserve the current business organization of Mogo; using commercially reasonable efforts to satisfy its conditions precedent under the Arrangement Agreement and complete the Plan of Arrangement; and notifying Carta of the occurrence of certain events.

Representations, Warranties and Covenants of Carta

The Arrangement Agreement contains certain representations and warranties on the part of Carta in respect of matters pertaining to, among other things: its incorporation and organization; its authority to enter into and to perform its obligations under the Arrangement Agreement; the delivery of the Arrangement Agreement and performance of obligations under the Arrangement Agreement not conflicting with Carta's constating documents, applicable law or any contract Carta is party to; its authorized and outstanding capital structure; material compliance with Law; litigation; business in the ordinary course; compliance with environmental laws; and intellectual property.

The representations and warranties made by Carta to Mogo in the Arrangement Agreement were made solely for the purposes of the Arrangement Agreement and may be subject to important qualifications and limitations agreed to by the Parties in connection with negotiating and entering into the Arrangement Agreement. In addition, these representations and warranties were made as of specified dates, may be subject to a contractual standard of materiality that is different from what may be viewed as material to Mogo Shareholders or may have been used for the purpose of allocating risk between the Parties rather than for the purpose of establishing facts. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Arrangement Agreement. For the foregoing reasons, you should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

The Arrangement Agreement includes, among other things, covenants of Carta relating to: conducting business in the ordinary course; using commercially reasonable efforts to satisfy its conditions precedent under the Arrangement Agreement and complete the Plan of Arrangement; and notifying Mogo of the occurrence of certain events.

Carta Non-Solicitation Covenant

Carta has covenanted and agreed that, except as otherwise provided in the Arrangement Agreement, Carta shall not, directly or indirectly, through any Representative:

Carta has covenanted that it shall, and shall cause its subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to the date of the Arrangement Agreement with any Person (other than Mogo) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, a Carta Acquisition Proposal, and in connection with such termination shall:

Carta has represented and warranted that it has not waived any confidentiality, standstill or similar provision or restriction in any agreement to which Carta or any of its subsidiaries is a party, except to permit submissions of expressions of interest prior the date of the Arrangement Agreement, and covenants and agrees that:

Notification of Carta Acquisition Proposals

If Carta or any of its subsidiaries or any of their respective Representatives, receives or otherwise becomes aware of, any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to a Carta Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to Carta or any of its subsidiaries, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of Carta or any of its subsidiaries, Carta shall immediately notify Mogo, at first orally, and then promptly and in any event within 24 hours in writing, of such Carta Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all persons making such Carta Acquisition Proposal, inquiry, proposal, offer or request, and copies of all material or substantive documents, correspondence or other material received in respect of, from or on behalf of any such person. Carta will keep Mogo fully informed on a current basis of the status of developments and (to the extent Carta is permitted by the Arrangement Agreement to enter into discussions and negotiations) discussions and negotiations with respect to such Carta Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications or other amendments thereto.

Responding to Carta Acquisition Proposal

Provided that Carta is in compliance with its non-solicitation and notification obligations set out in the Arrangement Agreement, if at any time, prior to obtaining the approval by Carta Shareholders of the Carta Securityholder Resolution, Carta receives a bona fide written Carta Acquisition Proposal that did not result from a breach of the Arrangement Agreement, Carta may engage in or participate in discussions or negotiations with such person regarding such Carta Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of Carta or its subsidiaries, if and only if:

Mogo Right to Match

If Carta receives a Carta Acquisition Proposal that constitutes a Carta Superior Proposal prior to the approval of the Transaction by the Carta Securityholders, the Carta Board may enter into a definitive agreement with respect to such Carta Acquisition Proposal, if and only if: (a) the person making the Carta Superior Proposal was not restricted from making such Carta Superior Proposal pursuant to an existing standstill, use of information, or similar restriction and no waiver of any such provision was granted to the person; (b) Carta has been, and continues to be, in compliance with its non-solicitation covenants under the Arrangement Agreement; (c) Carta has delivered to Mogo a written notice of the determination of the Carta Board that such Carta Acquisition Proposal constitutes a Carta Superior Proposal and of the intention of the Carta Board to enter into such definitive agreement, together with a written notice from the Carta Board regarding the value and financial terms that the Carta Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Carta Acquisition Proposal that the failure to enter into such definitive agreement would be inconsistent with the Carta Board's fiduciary duties (the “Carta Superior Proposal Notice”); (d) Carta has provided Mogo a copy of the proposed definitive agreement for the Carta Superior Proposal and all supporting materials, including any financing documents supplied to Carta in connection therewith; (e) at least five (5) Business Days (the “Mogo Matching Period”) have elapsed from the date that is the later of the date on which Mogo received the Carta Superior Proposal Notice and the date on which Mogo received all of the supporting materials from Carta.

During the Mogo Matching Period, or such longer period as Carta may approve in writing for such purpose: (a) the Carta Board shall review any offer made by Mogo to amend the terms of the Arrangement Agreement and the Transaction in good faith in order to determine whether such proposal would, upon acceptance, result in the Carta Acquisition Proposal previously constituting a Carta Superior Proposal ceasing to be a Carta Superior Proposal; and (b) Carta shall negotiate in good faith with Mogo to make such amendments to the terms of the Arrangement Agreement and the Transaction as would enable Mogo to proceed with the transactions contemplated by the Arrangement Agreement on such amended terms. If the Carta Board determines that such Carta Acquisition Proposal would cease to be a Carta Superior Proposal, Carta shall promptly so advise Mogo and Carta and Mogo shall amend the Arrangement Agreement to reflect such offer made by Mogo, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

Each successive amendment to any Carta Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Carta Shareholders or other material terms or conditions thereof shall constitute a new Carta Acquisition Proposal for the purposes of the requirement to initiate a new Mogo Matching Period, which shall be for an additional five (5) Business Days.

Termination

The Arrangement Agreement may be terminated prior to the Effective Time by:

Carta Termination Fee

Mogo is entitled to receive the Carta Termination Fee from Carta, in consideration for the disposition of its right under the Arrangement Agreement, upon the termination of the Arrangement Agreement:

Expense Reimbursement Fee

If either of Carta or Mogo breaches its representations, warranties or covenants and the Arrangement Agreement is terminated, then the breaching party must pay the Expense Reimbursement Fee to the non-breaching party. If the Arrangement Agreement is terminated by either party because Carta does not obtain the Carta Securityholder Approval at the Carta Securityholder Meeting in accordance with the Interim Order, then Carta must pay Mogo the Expense Reimbursement Fee. If the Arrangement Agreement is terminated by Carta because there is a Mogo Change in Recommendation prior to the Meeting, then Mogo must pay Carta the Expense Reimbursement Fee. If the Mogo Key Consents are not obtained by Mogo, then Mogo must pay Carta the Mogo Key Consent Expense Reimbursement Fee.

Plan of Arrangement and the Carta Limited Partnership

The following description is qualified in its entirety by reference to the full text of the Plan of Arrangement and the Carta Limited Partnership Agreement, which is attached as Appendix B to the Arrangement Agreement. Pursuant to the Plan of Arrangement, Carta Securityholders will exchange their Carta Securities (other than Carta Options) for Carta Limited Partnership Units in the Carta Limited Partnership, as follows:

Pursuant to the Plan of Arrangement, all outstanding Carta Options will be cancelled in exchange for nominal consideration of $0.00001 per Carta Option. For more information, see “Information Circular – Particulars Of Matters To Be Acted Upon – The Transaction – The Arrangement Agreement – Carta Options”.

Prior to the completion of the Transaction, Mogo will have subscribed for a Class E Unit of the Carta Limited Partnership upon the formation of the Carta Limited Partnership and become the sole “Class E Limited Partner”.

After Carta Securityholders have exchanged their Carta Securities (other than Carta Options) for Carta Limited Partnership Units, Mogo will issue the Mogo Shares that constitute the Consideration to the Carta Limited Partnership in exchange for receipt of the Carta Shares, the Carta 2019 Notes, and the Carta 2020 Notes. For clarity, the 2019 Noteholders and the 2020 Noteholders will become Carta Limited Partners of the Carta Limited Partnership and upon completion of the Transaction, neither Carta nor Mogo will be indebted to holders of the Carta 2019 Notes or Carta 2020 Notes.

Other than with respect to certain administrative matters, no amendment may be made to the Carta Limited Partnership Agreement, including to the Crystallization Date and the restrictions on disposition of Mogo Shares discussed below, without the consent of Mogo as the Class E Limited Partner.

Crystallization Date

All Carta Shareholders and holders of Carta 2020 Notes who become Carta Limited Partners of the Carta Limited Partnership pursuant to the Plan of Arrangement will hold their respective Carta Limited Partnership Units until a date that is no later than 30 days after the Crystallization Date, on which date the applicable Consideration will be distributed to such Carta Limited Partners pursuant to the Waterfall and the Carta Limited Partnership shall be dissolved.

The Crystallization Date shall occur on the earlier of:

provided that the Crystallization Date may not occur within the first six months after the Effective Date.

Holders of Carta 2019 Notes who become Class F (2019 Note) Limited Partners of the Carta Limited Partnership pursuant to the Plan of Arrangement will also hold their respective Class F (2019 Note) Units until a date that is no later than 30 days after the Crystallization Date, provided that, as the Carta 2019 Notes were to mature on December 31, 2021 in accordance with the terms thereof, Class F (2019 Note) Limited Partners will be entitled to receive their respective portion of the Consideration on December 31, 2021 (the “Early Distribution Date”) if the Crystallization Date has not occurred prior to the Early Distribution Date.

Waterfall Distribution

The number of Mogo Shares that each Carta Limited Partner will ultimately receive depends on the total equity value of the Mogo Shares as of the Crystallization Date, provided that, if the Early Distribution Date occurs before the Crystallization Date and Class F (2019 Note) Limited Partners are entitled to receive their respective portion of the Consideration on the Early Distribution Date, the number of Mogo Shares that Class F (2019 Note) Limited Partners shall be entitled to receive will be determined on the Early Distribution Date.

Pursuant to the terms of the Carta Limited Partnership Agreement, the Mogo Shares that constitute the Consideration will be distributed to Carta Limited Partners no later than 30 days after the Crystallization Date in the order of priority outlined more particularly in the Waterfall, provided that Class F (2019 Note) Limited Partners will receive their respective portion of the Mogo Shares on the Early Distribution Date if the Crystallization Date has not occurred prior to the Early Distribution Date. The Waterfall is intended to replicate the liquidation preference and participation rights of Carta Securityholders set out in Carta's Articles (except that holders of 2019 Notes will also participate in the Waterfall in exchange for the settlement of their 2019 Notes), and is set out in greater particularity in the Carta Limited Partnership Agreement attached as Appendix A to Schedule B of the Arrangement Agreement.

Mogo Shares – Restrictions on Disposition

Unless the average daily trading volume of Mogo Shares on the TSX is 2,000,000 or greater during the 90-day period preceding the Crystallization Date, the Mogo Shares distributed to Class A Limited Partners, Class B Limited Partners, Class C Limited Partners, Class D (MIP) Limited Partners and Class G (2020 Note) Limited Partners, will be restricted as follows:

The Mogo Shares distributed to Class F (2019 Note) Limited Partners will not be subject to any such restrictions, and will be freely tradeable immediately after distribution to the Class F (2019 Note) Limited Partners.

In addition, if any Carta Limited Partner (including any Class F (2019 Note) Limited Partner) wishes to sell, assign, dispose or otherwise deal with 100,000 or more Mogo Shares distributed to it by the Carta Limited Partnership, then it will provide Mogo with 72 hours' notice in order to allow Mogo the opportunity to place such Mogo Shares with a purchaser, unless the average daily trading volume of the Mogo Shares on the TSX in the 30 days preceding such transaction is 2,000,000 Mogo Shares or greater, or such disposition occurs after March 31, 2023.

Management Incentive Plan

The MIP Holders will receive, directly or indirectly, Class D (MIP) Units in exchange for Carta Common Shares pursuant to the Plan of Arrangement. A two-step exchange of Carta Common Shares and subsequent distribution of Mogo Shares is contemplated for MIP Holders, such that MIP Holders have an incentive to remain as employees of Mogo or a subsidiary of Mogo following the Effective Date. Such incentive will be effected as follows:

Carta Options

Pursuant to the Plan of Arrangement, all outstanding Carta Options will be cancelled in exchange for nominal consideration of $0.00001 per Carta Option. As there are 82,182 Carta Options outstanding, the aggregate consideration payable to holders of Carta Options in exchange for the Carta Options is expected to be $0.82182. Holders of Carta Options will not receive any interest in the Carta Limited Partnership in exchange for such Carta Options. For more information, see the Plan of Arrangement attached as Schedule B to the Arrangement Agreement, which may be found under Mogo's profile on SEDAR at http://www.sedar.com and with the SEC at www.sec.gov,

Voting Rights of Carta Limited Partners

So long as any Mogo Shares are held by the Carta Limited Partnership, Carta Limited Partners in the Carta Limited Partnership will be entitled to exercise voting rights in respect of that number of Mogo Shares that that Carta Limited Partner would be theoretically entitled to pursuant to the Waterfall, assuming that the Mogo Shares have a 10-day volume-weighted average price on the TSX of $7.45, and such Mogo Shares will only be voted by the Carta General Partner in accordance with the instructions received from Carta Limited Partners. Any Mogo Shares held by the Carta Limited Partnership, and in respect of which the Carta General Partner does not receive voting instructions in the manner and time so required from the Carta Limited Partner entitled to such voting rights, will not have the voting rights attached thereto exercised.

Mogo's Interest in the Carta Limited Partnership

As a result of Mogo's existing ownership of 100,000 Carta Series A Preferred Shares, 1,547,500 Carta Series B Preferred Shares, and 1,364,240 Carta Series C Preferred Shares arising from Mogo Finance's business combination with Difference in 2019, Mogo will receive Carta Limited Partnership Units (in addition to the Class E Unit it will hold) on the same basis as all other Carta Shareholders and participate in the Waterfall (provided that the Class E Unit will not entitle Mogo to any part of the Consideration).

Shareholdings Upon Completion of the Transaction

The following table summarizes the distribution of Mogo Shares following the Transaction, calculated on the basis of the 30,285,413 Mogo Shares issued and outstanding and the additional 15,008,636 Mogo Shares reserved for issuance upon exercise of outstanding convertible securities of Mogo, each as of November 27, 2020 (assuming that no additional Mogo Shares or securities convertible or exercisable into Mogo Shares are issued prior to the Effective Date, and assuming that there is no Closing Adjustment):

At closing of the Transaction, 10,000,000 Mogo Shares (subject to the Closing Adjustment) will be issued to the Carta Limited Partnership, an intermediary limited partnership that will distribute the Mogo Shares to Carta Securityholders all in accordance with the Plan of Arrangement and the Carta Limited Partnership Agreement. The Mogo Shares held by the Carta Limited Partnership will only be voted in accordance with the instructions of each Carta Limited Partner. Any Mogo Shares held by the Carta Limited Partnership, and in respect of which the Carta General Partner does not receive voting instructions in the manner and time so required from the Carta Limited Partner entitled to such voting rights, will not have the voting rights attached thereto exercised. As a result, the Transaction is not expected to materially affect control of Mogo and is not expected to result in any new control persons of Mogo. For more information, see “Particulars of Matters to be Acted Upon – The Transaction – The Arrangement Agreement – Voting Rights of Carta Limited Partners”.

The Transaction is not expected to result in the issuance of Mogo Shares to any insiders of Mogo, except that Mogo may receive Mogo Shares in its capacity as a former Carta Securityholder on the same basis as all other former Carta Securityholders.

To the knowledge of the directors and executive officers of Mogo, following the Transaction, the only persons that are expected to beneficially own, or control or direct, directly or indirectly, voting securities of Mogo carrying 10% or more of the voting rights attached to the Mogo Shares are as follows:

__________

Notes:

(1) Michael Wekerle's holdings above include 116,701 Mogo Shares owned directly by Wek Corp., which Mogo Shares are beneficially owned, controlled or directed by Mr. Wekerle.

(2) Following successful completion of the Transaction, 10,000,000 additional Mogo Shares will be issued and outstanding, for a total of 40,285,413 Mogo Shares issued and outstanding, calculated on the basis of the 30,285,413 Mogo Shares issued and outstanding as of November 27, 2020 (assuming that no additional Mogo Shares or securities convertible or exercisable into Mogo Shares are issued prior to the Effective Date, and assuming that there is no Closing Adjustment). No Mogo Shares will be issuable to Michael Wekerle pursuant to the Transaction, and as a result, assuming that Michael Wekerle does not otherwise acquire or dispose of any Mogo Shares prior to the Effective Date, he is expected to beneficially own, or control or direct, directly or indirectly, 5,360,241 Mogo Shares following successful completion of the Transaction.

Expenses of the Transaction

Except as otherwise provided in the Arrangement Agreement, all out-of-pocket third-party transaction expenses incurred in connection with the Arrangement Agreement and the Plan of Arrangement, including all costs, expenses and fees of Mogo incurred prior to or after the Effective Date in connection with or incidental to the Plan of Arrangement, will be paid by the party incurring such expense whether or not the Transaction is consummated.

Regulatory Law Matters and Securities Law Matters

Other than the Final Order and the approval of the TSX, Mogo is not aware of any material approval, consent or other action by any Governmental Entity that would be required to be obtained in order to complete the Transaction. If any such approval or consent is determined to be required, such approval or consent will be sought, although such additional requirements could delay the Effective Date or prevent completion of the Transaction. While there can be no assurance that any regulatory consents or approvals that are determined to be required will be obtained, Mogo currently anticipates that any such consents and approvals that are determined to be required will have been obtained or otherwise resolved by the Effective Date, which, subject to receipt of the approval of the Mogo Shareholders at the Meeting, approval by the Carta Securityholders at the Carta Securityholder Meeting, receipt of the Final Order and the satisfaction or waiver of all of the other conditions specified in the Arrangement Agreement, is expected to be on or about January 25, 2021.

Risks Associated with the Transaction

In evaluating the Transaction, Mogo Shareholders should carefully consider the following risk factors relating to the Transaction. The following risk factors are not a definitive list of all risk factors associated with the Transaction. Additional risks and uncertainties, including those currently unknown or considered immaterial by Mogo, may also adversely affect the Mogo Securities, the Carta Securities and/or the businesses of Mogo and Carta following the Transaction. In addition to the risk factors relating to the Transaction set out below, Mogo Shareholders should also carefully consider the risk factors associated with the business of Mogo and Carta included in this Circular and in the documents incorporated by reference herein. If any of the risk factors materialize, the predictions based on them may need to be re-evaluated.

The risks associated with the Transaction include, without limitation:

Mogo could fail to complete the Transaction or the Transaction may be completed on different terms

There can be no assurance that the Transaction will be completed, or if completed, that it will be completed on the same or similar terms to those set out in the Arrangement Agreement. The completion of the Transaction is subject to the satisfaction of a number of conditions which include, among others, (i) obtaining necessary approvals and (ii) performance by Mogo and Carta of their respective obligations and covenants in the Arrangement Agreement.

In addition, if the Transaction is not completed the ongoing business of Mogo may be adversely affected as a result of the costs (including opportunity costs) incurred in respect of pursuing the Transaction, and Mogo could experience negative reactions from the financial markets, which could cause a decrease in the market price of Mogo Securities, particularly if the market price reflects market assumptions that the Transaction will be completed or completed on certain terms. Mogo may also experience negative reactions from its customers and employees and there could be negative impact on Mogo's ability to attract future acquisition opportunities. Failure to complete the Transaction or a change in the terms of the Transaction could each have a material adverse effect on Mogo's business, financial condition and results of operations.

Mogo and Carta may not realize the benefits currently anticipated due to challenges associated with integrating the operations, technologies and personnel of Mogo and Carta.

The anticipated success of Mogo with respect to the acquisition of Carta will depend in large part on the success of Mogo and Carta management in integrating the operations, technologies and personnel of Carta with those of Mogo after the Effective Date. The failure of Mogo to achieve such integration could result in the failure of Mogo to realize the anticipated benefits of the Transaction and could impair the results of operations, profitability and financial results of Mogo.

The overall integration of the operations, technologies and personnel of Mogo into Carta may also result in unanticipated operational problems, expenses, liabilities and diversion of management's time and attention.

Mogo will incur substantial transaction-related costs in connection with the Transaction

Mogo expects to incur a number of non-recurring transaction-related costs associated with completing the Transaction which will be incurred whether or not the Transaction is completed. Such costs may offset any expected cost savings and other synergies from the Transaction.

While the Transaction is pending, Mogo is restricted from taking certain actions

The Arrangement Agreement restricts Mogo from taking specified actions until the Transaction is completed without the consent of Carta which may adversely affect the ability of Mogo to execute certain business strategies. These restrictions may prevent Mogo from pursuing attractive business opportunities that may arise prior to the completion of the Transaction.

The pending Transaction may divert the attention of Mogo's management

The pending Transaction could cause the attention of Mogo's management to be diverted from the day-to-day operations. These disruptions could be exacerbated by a delay in the completion of the Transaction and could have an adverse effect on the business, operating results or prospects of Mogo regardless of whether the Transaction is ultimately completed.

The market price for the Mogo Shares may decline

If the Transaction is not completed, the market price of the Mogo Shares may decline to the extent that the current market price of the Mogo Shares reflects a market assumption that the Transaction will be completed.

The issue of Mogo Shares under the Transaction and their subsequent sale may cause the market price of Mogo Shares to decline from current or anticipated levels

Pursuant to the Transaction, 10,000,000 Mogo Shares will be issued to the Carta Limited Partnership, subject to the Closing Adjustment. The market value of the Mogo Shares at the Effective Time may vary significantly from the market value of the Mogo Shares immediately prior to the announcement of the Transaction and at the date of this Circular. Variations may occur as a result of changes in, or market perceptions of changes in, the business, operations or prospects of Carta and Mogo, regulatory considerations, general market and economic conditions and other factors over which neither Mogo nor Carta has control.

Other Business

The management of Mogo does not intend to present and does not have any reason to believe that others will present, at the Meeting, any item of business other than those set forth in this Circular. However, if any other business is properly presented at the Meeting and may properly be considered and acted upon, proxies will be voted by those named in the applicable form of proxy in their sole discretion, including with respect to any amendments or variations to the matters identified in the Meeting Materials.

INFORMATION CONCERNING CARTA

Information relating to Carta is contained in Appendix B to this Circular. The audited annual financial statements for the year ended December 31, 2019 and the interim financial statements for the three- and six-month periods ended June 30, 2020 of Carta and accompanying notes thereto are attached as Appendix C to this Circular, and the management's discussion and analysis in respect of such financial periods are attached as Appendix D to this Circular.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

To the best of Mogo's knowledge, except as otherwise disclosed herein, no person who has been a director or executive officer of Mogo at any time since the beginning of Mogo's last completed financial year, nor any associate or affiliate of the foregoing persons, has any substantial material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in the matters to be acted on at the Meeting.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

There are no interests of any directors, officers or holders of over 10% of the Mogo Shares, or any directors or officers of any holders of over 10% of the Mogo Shares or any affiliates or associates of any of the foregoing, in any transactions of Mogo since the commencement of Mogo's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect Mogo or any of its subsidiaries, except for Mr. Wekerle, 2100-401 West Georgia St. Vancouver BC V6B 5A1, who was a director of Difference and held 11% of the common shares of Mogo Finance prior to the business combination of Mogo Finance and Difference in 2019.

AUDITORS

KPMG LLP, Chartered Accountants, are the auditors of Mogo, and have confirmed with respect to Mogo that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations, and also that they are independent accountants with respect to Mogo under all relevant U.S. professional and regulatory standards. KPMG LLP was first appointed as auditor of Mogo on September 16, 2019.

ADDITIONAL INFORMATION

Financial information is provided in Mogo's financial statements and management's discussion and analysis for its most recently completed financial year. Copies of such documents can be requested from the Vice President & General Counsel of Mogo at 2100 – 401 West Georgia Street, Vancouver, British Columbia, telephone: (604) 659-4380.

Additional information relating to Mogo can also be found on SEDAR at www.sedar.com and in Mogo's filings with the United States Securities and Exchange Commission at www.sec.gov.

APPROVAL OF DIRECTORS

The contents and sending of this Circular, including the Notice of Meeting, have been approved and authorized by the Mogo Board.

November 27, 2020

BY ORDER OF THE BOARD OF DIRECTORS

“David Feller”

David Feller

Chief Executive Officer and Board Chair

Mogo Inc.

Vancouver, British Columbia

APPENDIX A – TRANSACTION RESOLUTION

BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

APPENDIX B – INFORMATION CONCERNING CARTA

Forward-Looking Information

This section “Information Concerning Carta” contains forward-looking information relating to, without limitation, Carta's business activities and its intentions, plans, expectations, and anticipated financial performance or condition and future activities. See “Information Circular – Cautionary Note Regarding Forward-Looking Statements And Risks”.

Corporate Structure

Name and Incorporation

Carta Solutions SA was incorporated on April 13, 2007 under the laws of Switzerland and continued under the Canada Business Corporations Act (the “CBCA”) on December 28, 2012. In conjunction with its continuance under the CBCA, Carta Solutions SA changed its name to Carta Solutions Holding Corporation (“Carta”) and authorized an unlimited number of common shares (the “Carta Common Shares”).

Carta's head office and registered office is located at 30 Wellington Street West, 5^th Floor, Toronto, Ontario, Canada, M5L 1E2.

On September 28, 2018, Carta completed a reorganization (the “2018 Reorganization”) by filing Articles of Amendment to amend its authorized capital to create an unlimited number of Series A preferred shares (the “Carta Series A Preferred Shares”), an unlimited number of Series B preferred shares (the “Carta Series B Preferred Shares”), and an unlimited number of Series C preferred shares (the “Carta Series C Preferred Shares”, and collectively with the Carta Common Shares, the Carta Series A Preferred Shares, and the Carta Series B Preferred Shares, the “Carta Shares”).

In conjunction with the 2018 Reorganization, Carta also completed a financing (the “2018 Financing”) through the issuance of the following:

A further 301,431 Carta Series C Preferred Shares were issued in October 2019 pursuant to an obligation of Carta to issue such shares as a result of not completing a going public transaction within a specified time period.

On May 29, 2019, Carta obtained shareholder approval to implement the terms of its management incentive plan (the “MIP”), as described below, and for select management and directors to subscribe for additional Carta Series A Preferred Shares. In August 2019, Carta issued 1,000,000 Carta Series A Preferred Shares at $0.50 per Carta Series A Preferred Share for aggregate proceeds of $500,000.

In November 2019, Carta filed Articles of Amendment to reflect the terms of the MIP and to make changes agreed upon to complete a $3,000,000 promissory note financing with certain existing Carta Shareholders, and on December 11, 2019 and January 29, 2020, Carta issued an aggregate principal amount of $3,000,000 in promissory notes (the “2019 Notes”), with $1,500,000 principal amount being issued on each date. The 2019 Notes bear interest at a rate of 15% per annum, payable monthly in arrears, compounding monthly, and mature on December 31, 2021. Additionally, holders of the 2019 Notes are entitled to a redemption payment of 3% of the principal amount lent under such 2019 Notes, payable upon repayment of the 2019 Notes in full, either at or prior to maturity. Subsequent to June 30, 2020, in connection with the issuance of the 2020 Notes (defined below), the redemption payment on the 2019 Notes was increased to 5%. Carta has the right to pre-pay the principal amount of the 2019 Notes and accrued and unpaid interest at any time.

On July 29, 2020, Carta secured commitments to advance up to $1,500,000 in exchange for promissory notes of Carta (the “2020 Notes”). The 2020 Notes bear interest at a rate of 15% per annum, payable monthly in arrears, compounding monthly, and mature on September 30, 2022. An aggregate of $750,000 of 2020 Notes were issued as of July 29, 2020, with the holders of the 2020 Notes having committed to advance up to an additional $750,000 at the option of Carta (which Carta intends to exercise in January 2021 prior to closing of the Transaction, and which Carta is required to have received the proceeds of as a closing condition to the Transaction). In conjunction with the issuance of the 2020 Notes, Carta filed Articles of Amendment to amend the rights, privileges, restrictions and conditions attaching to each class and series of Carta Shares, and to revise certain terms of the MIP.

All of the Carta Shares, 2019 Notes and 2020 Notes will be exchanged for Carta Limited Partnership Units upon completion of the Transaction. See “Information Circular – Particulars Of Matters To Be Acted Upon – The Transaction — The Arrangement Agreement – Plan of Arrangement and the Carta Limited Partnership”.

Intercorporate Relationships

The following chart identifies, as of the date of this Circular, Carta's material subsidiaries, their applicable governing jurisdictions and the percentage of their voting securities which are beneficially owned, or controlled or directed, directly or indirectly, by Carta:

If the Transaction is completed, Carta will become a wholly-owned subsidiary of Mogo.

General Development of the Business of Carta

In the second quarter of 2018, Carta underwent a change in senior management, followed by the 2018 Reorganization and the 2018 Financing in the third quarter of 2018. These changes were intended to address the following:

Subsequent to the change in senior leadership, in the third quarter of 2018, Carta decided to focus its core operations on Issuer Processing (as defined below) and shift away from support for older, less profitable, resource intensive mobile payment standards that were in the process of being retired within certain industry sectors. By refocusing the business, Carta was able to reduce approximately $4,500,000 of annualized operating expenses to realign the cost structure to track more closely with the current run-rate revenue. Carta then focused on moving towards controlled-profitable growth through existing and new customer relationships. As part of this initiative, Carta has made a number of organizational changes to optimize the business operations, respond faster to client needs and improve alignment between execution and communications while establishing a strong foundation for scalability.

Carta also restructured its balance sheet by converting approximately $21,000,000 in debt to Carta Series B Preferred Shares to better align with investor interests.

Benefits of 2018 Reorganization and 2018 Financing

The 2018 Reorganization and 2018 Financing addressed the key challenges that faced the business and enabled significant value creation over the near term, including:

Carta believes that it has many strengths that it has honed over the past three years that position it well for a positive future, including:

Carta has also expanded into other markets, particularly in the United Kingdom, which contributed to its revenue growth. Europe continues to be Carta's primary market with approximately 86% of total revenue derived from the European market in 2019. Provided below is a table showing the approximate revenue generated from each of Europe, Canada and other jurisdictions during each of 2016, 2017, 2018 and 2019.

In addition to the 2018 Reorganization and 2018 Financing, the following other events have influenced the general development of the business in the past three completed financial years.

Financial Year-to-Date

To date in fiscal year 2020, Carta has:

Financial Year Ending December 31, 2019

In the fiscal year 2019, Carta:

Financial Year Ending December 31, 2018

In the fiscal year 2018, Carta:

Narrative Description of the Business of Carta

Overview of Business

Carta is a software company which provides technology and services that enable financial technology (“fintech”) companies, banks, and corporations to issue payment products to consumers via multiple channels, including physical, virtual and tokenized cards, as well as payment switching and routing services. Carta is registered and certified by both MasterCard and Visa International. Such certifications, along with on-going industry compliance, enable Carta data centers to connect directly to the Visa and MasterCard payment networks, allowing Carta to provide critical transaction processing functionality that enables Carta to deploy advanced payment solutions for its customers.

Carta was founded in 2007 and is headquartered in Toronto, Ontario, Canada. Carta operates a technology platform, which is hosted in two data centers located in Europe and North America, to power payment products for clients in over 40 countries. In addition to its headquarters in Canada, Carta has offices in the United Kingdom, Morocco, and Singapore. Carta's technology is currently deployed in 40 countries across Europe, North America, Australia and Asia.

Carta provides Issuer Processing technology and services, which includes authorization, clearing, settlement and reporting for payment transactions. Carta participates in the value chain between merchants, payment networks (eg. MasterCard and Visa) and payment card issuing banks (“Issuers”) by processing payments. Globally, the majority of Issuers have outsourced the development of their technology infrastructure, including outsourcing transaction processing for Issuer card portfolios, which is referred to as “Issuer Processing”, to businesses that provide Issuer Processing technology and services (“Issuer Processors”). Carta's clients utilize Carta's Issuer Processing platform to issue cards and deliver solutions across multiple segments, including, among others, digital banking, corporate, consumer, public sector payments, peer-to-peer money-transfers and lending.

Carta is considered a “next generation” or modern Issuer Processor in the global digital payments space. In recent decades, a small group of large “legacy” Issuer Processors, some of which were spun off from traditional banks to become stand-alone companies, have emerged and gained significant market share in the Issuer Processing space. Examples of such Issuer Processors include Fidelity National Information Services, Inc. (“FIS”), Fiserv Inc./First Data Corporation (“FirstData/Fiserv”), Total System Services Inc. (“Tsys”), Global Payments Inc. and Worldline SA (“Worldline”). These Issuer Processors offer broad banking technologies in addition to Issuer Processing, such as merchant acquirer processing and core banking technologies, and have grown further in recent years through consolidation. The technology infrastructure within such large legacy Issuer Processors was architected based on early mainframe computing technology. As a result of years of consolidation within the industry, the overall technology offering of legacy Issuer Processors is often based on many disparate technologies. In recent years, with the rise of fintech companies and modern Issuer Processors entering the market, there has been strong demand for modern Issuer Processing technology that offers capability oriented to new digital solutions, as compared with legacy Issuer Processing technology, which caters to large financial institutions and traditional debit and credit card portfolios.

Carta is one of a small group of modern Issuer Processors, which offer more flexible and easily-configured solutions compared to legacy or traditional Issuer Processors. As a modern Issuer Processor, Carta differentiates itself from legacy Issuer Processors based on features, functionality, speed to market, pricing structure and service level. Specifically, modern Issuer Processors such as Carta provide clients with the ability to develop more innovative payment products by allowing clients to connect to the Issuer Processing platform with application programming interface webservices to deliver real-time services, customized products and new digital payments tools. Modern Issuer Processors can support new and agile development methodologies and provide support to a broader range of digital use-cases compared to legacy Issuer Processors that operate on more rigid technology architecture and are less suitable to developing customized solutions and rapid iteration.

Carta's data centres contain servers that are connected directly to payment networks, Mastercard's Interface Processor or Visa's Visa Extended Access Service, merchants and issuing banks via secure internet connections.

Carta's systems are specifically architected to meet the complex demands of the modern payments environment by delivering secure and scalable solutions enabling optimal control and configuration, along with open developer tools for unlimited potential. As an Issuer Processor, Carta acts as a mediator between the merchant and financial institutions. The Carta system plays an integral role in processing and settling transactions with issuing banks, who transfer funds from a cardholder to a merchant. This process is completed through a payments card network (illustrated below).

A summary of the key steps in the transaction process is illustrated in the chart below:

Over the past three years, Carta has made significant progress in shifting its revenue mix towards recurring transaction-based revenue across its client base. Transactional revenue has consistently grown in absolute dollar terms and as a percentage of total revenue. With the 2018 Reorganization and the business being focused on Issuer Processing (compared to continuing with original mobile payment industry technology initiatives, which previously comprised a much larger part of Carta's business), monthly transaction revenue (“MTR”) has been consistently increasing. Despite the effects of the COVID-19 pandemic, the percentage of transactional revenue as a percentage of total revenue is expected to continue to grow, resulting in more predictable monthly recurring transaction revenue.

Carta's current revenues are derived from three streams: set-up revenue, MTR and consulting or change request revenue.

The majority of Carta's revenue is derived from transaction processing charges, or MTR. MTR is generated primarily from processing fees, including maintenance charges for cards on the Carta platform. These monthly fees are determined by the number of transactions processed (each time a card is used/tapped) and number of cards activated, and revenue is recognized on a monthly basis, subject to minimum contracted revenue amounts.

Set-up fees relate to charges for initial services to “set-up” and place the customer program on the Carta processing platform. The revenue related to set-ups is recognized on a straight-line basis over the initial life of the contract (typically two or three years), commencing when the set-up services have been completed.

Consulting or change request revenue is driven by customer requests to add features, reports or change functionality from that of the initial design specification of the customer program. Consulting revenue is recognized the month in which the consulting work is completed.

Carta's business requires the engagement of trained developers, but Carta does not anticipate being unable to attract a sufficient number of skilled developers in order to operate its business. See “Risk Factors.”

Intangible Properties

Carta does not rely on identifiable intangible properties, such as brand names, circulation lists, copyrights, franchises, licences, patents, software, subscription lists and trademarks, for operation of Carta's business.

Competitive Landscape

Carta primarily competes with a small group of Issuer Processors targeting financial technology, prepaid cards (virtual, physical) and modern banking verticals. There is a limited set of primary competitors that Carta encounters in competitive deals across regional markets, namely Marqeta Inc., Galileo Financial Technologies LLC and Global Payment Systems Inc. Along with Carta's primary competitors, Carta competes with legacy Issuer Processor competitors (such as FIS, Tsys, FirstData/Fiserv and Worldline) in larger opportunities or in select regions. Carta continues to displace existing legacy processors by winning opportunities based on a combination of features, functionality, pricing structure and service level.

Key Customer Information

Carta's revenue from its top customer accounted for 22% of total revenue during 2019. This top customer advised Carta early in 2020 that it intends to bring some of Carta's processing services “in-house” over the upcoming three years starting late in 2021 and will gradually transition these services from Carta to their in-house processing as cards are renewed over their three-year renewal cycle. Carta intends to offset this potential lost revenue (as it begins to decrease in late 2021) with additional revenue from existing and new customers. See “Risk Factors”.

Headcount

Prior to the 2018 Reorganization, Carta had approximately 110 employees. As part of the 2018 Reorganization, and in an effort to focus the business on Issuer Processing (shifting away from mobile), Carta reduced its headcount to approximately 70 full-time employees (a reduction of 36%). Carta's headcount at the end of fiscal year 2019 and current headcount remains at approximately 70 employees, with 47 employees (67%) located in Morocco (the location of Carta's technology and development centre), 9 employees (13%) located in London, United Kingdom (the location of Carta's customer support centre and European head office) and 14 employees (20%) located in Canada (the location of Carta's head office, global sales centre, regional customer support centre, and non-European data centre). Morocco offers a number of advantages as a technology and development centre, including access to a skilled and educated labour force (with a strong French and English as a second language contingent). In addition, the fact that Morocco is not part of the European Union but strategically located as Carta's global technology centre has the benefit of lower labour costs for Carta.

Planned Entrance into United States Market

Having completed its System and Organization Controls for Service Organizations (“SOC”) audit and satisfied its Payment Card Industry (“PCI”) compliance requirements during 2020, Carta expects to enter the United States market in the fourth quarter of 2020 and go live with clients in the first quarter of 2021. The first SOC audit and PCI reviews were completed during 2019 and 2020, and Carta is now focused on obtaining the required certifications with the networks in the United States market. Carta has identified a banking partner and signed several customers with planning under way for customer launch during the first and second quarters of 2021. Entrance into the United States market will provide access to one of the largest payments markets in the world.

Selected Consolidated Financial Information

The following is selected financial information for Carta as at and for the periods indicated. This information should be read in conjunction with Carta's reviewed financial statements for the three and six-month period ended June 30, 2020, and the audited financial statements for the years ended December 31, 2019 and 2018 and the notes thereto, which are attached as Appendix C to the Circular.

Selected Annual Information

Summary of Quarterly Results (unaudited)

Management's Discussion and Analysis

Carta's management's discussion and analysis (“MD&A”) is included as Appendix D to the Circular, and should be read in conjunction with the audited financial statements of Carta for the years ended December 31, 2019 and 2018, and the unaudited financial statements of Carta for the 6-month period ended June 30, 2020, which have been prepared in accordance with IFRS.

Certain statements contained in the MD&A are forward-looking statements that involve risks and uncertainties. See “Information Circular – Cautionary Note Regarding Forward-Looking Statements And Risks” and the risk factors described throughout the Circular.

Description of Carta Securities

Outstanding Securities

Carta's authorized share capital consists of an unlimited number of Carta Common Shares, an unlimited number of Carta Series A Preferred Shares, an unlimited number of Carta Series B Preferred Shares, and an unlimited number of Carta Series C Preferred Shares (collectively with the Carta Series A Preferred Shares and the Carta Series B Preferred Shares, the “Carta Preferred Shares”).

As of the date of this Circular, there are 1,000,000 Carta Common Shares issued and outstanding, 18,300,000 Carta Series A Preferred Shares issued and outstanding, 25,000,000 Carta Series B Preferred Shares issued and outstanding, and 25,300,690 Carta Series C Preferred Shares issued and outstanding. This section contains a general description of the rights, privileges and restrictions attached to each class of Carta Shares. In addition, as of the date of this Circular, there are an aggregate of 82,182 options to purchase Carta Series C Preferred Shares (“Carta Options”) outstanding. Each Carta Option is exercisable for one (1) Carta Series C Preferred Share. Other than the outstanding Carta Options, there are no outstanding securities that are convertible or exchangeable for Carta Shares.

(i) Carta Common Shares

Each Carta Common Share entitles the holder thereof to one vote at a meeting of Carta Shareholders (except for meetings at which only holders of another specified class or series of shares of Carta are entitled to vote separately as a class or series). Upon liquidation, dissolution or winding up of Carta, the holders of Carta Common Shares are entitled to participate in any distribution of the assets of Carta only in accordance with the MIP (as described below).

Carta Common Shares are currently only held by participants in the MIP. Carta established the MIP, effective April 1, 2019, to provide an equity incentive to, and to attract and retain, certain employees, officers and consultants of Carta (the “MIP Participants”). The rights and restrictions attached to the Carta Common Shares entitle holders of Carta Common Shares to receive 12.5% of any amount of any property or assets of Carta valued above the MIP Threshold (the “MIP Return”) realized in connection with a change of control or liquidity event in priority to the liquidation preference and participation rights of the Carta Series A Preferred Shares, Carta Series B Preferred Shares and Carta Series C Preferred Shares, as more particularly described in Carta's Articles. The MIP Return was structured so as to be allocated to the MIP Participants and paid out in priority to the liquidation preference and participation rights of the Carta Series A Preferred Shares, Carta Series B Preferred Shares and Carta Series C Preferred Shares.

The MIP Participants have been issued an aggregate of 1,000,000 Carta Common Shares under the MIP. Pursuant to Carta's Articles, holders of the Carta Common Shares shall be entitled to the MIP Return and no other right to assets of Carta upon a change of control, liquidation or winding up. Pursuant to the MIP, each MIP Participant has entered into an award agreement providing for the terms and condition pursuant to which such Carta Common Shares are issued, including vesting upon a change of control and the right of Carta to repurchase such Carta Common Shares in certain circumstances. Such award agreements provide that each MIP Participant, upon leaving Carta (other than if terminated by Carta other than for cause), will immediately forfeit all Carta Common Shares held pursuant to the MIP, to be re-allocated amongst other MIP Participants, as determined by the board of directors of Carta. See “Information Circular – Particulars Of Matters To Be Acted Upon – The Transaction – The Arrangement Agreement – Management Incentive Plan” for information regarding the treatment of the Carta Common Shares in the Transaction.

(ii) Carta Series A Preferred Shares

Each Carta Series A Preferred Share entitles the holder thereof to one vote at a meeting of Carta Shareholders (except for meetings at which only holders of another specified class or series of shares of Carta are entitled to vote separately as a class or series). Certain matters require the approval of the holders of Carta Series A Preferred Share by ordinary resolution, voting separately as a class, including: (i) amendments to the articles or by-laws of Carta that are detrimental to the interests of the holders of Carta Series A Preferred Shares, (ii) the creation of a new class or series of shares ranking equal or superior to the Carta Series A Preferred Shares, (iii) Carta incurring non-operating debt in excess of $500,000, (iv) a change of control of Carta, and (v) a change in the Chief Executive Officer of Carta. A change of control of Carta also requires the approval by special resolution of the holders of each other series of Carta Preferred Shares. The Carta Series A Preferred Shares rank senior to the Carta Common Shares (except as contemplated by the MIP Return), the Carta Series B Preferred Shares and the Carta Series C Preferred Shares with respect to payment of dividends and distributions of assets of Carta upon liquidation, dissolution or winding up of Carta, whether voluntary or involuntary. Upon the occurrence of a change of control of Carta, or any voluntary or involuntary liquidation, dissolution or winding up of Carta (each, a “Liquidation”), the holders of Carta Series A Preferred Shares shall be entitled to be paid out of the assets of Carta up to an amount equal to $9,150,000 before any payment is made to the holders of Carta Series B Preferred Shares, Carta Series C Preferred Shares or Carta Common Shares (except as contemplated by the MIP Return), and then $18,300,000 before any payment is made to the holders of Carta Series B Preferred Shares, Carta Series C Preferred Shares or Carta Common Shares (except as contemplated by the MIP Return), with this second liquidation preference amount to be shared with the holders of 2020 Notes in accordance with a pre-determined percentage. In the event of a Liquidation, after all preferential amounts required to be paid to the holders of Carta Preferred Shares and the Carta Common Shares (as contemplated by the MIP Return) are paid, holders of Carta Series A Preferred Shares shall be entitled to participate in the distribution of the remaining assets to be distributed on the basis of the Carta Series A Preferred Share participation rate of 26.8%. The Carta Series A Preferred Shares are redeemable, at the option of the holders thereof, on or after September 30, 2022 at a price of $1.50 for each Carta Series A Preferred Share.

(iii) Carta Series B Preferred Shares

Each Carta Series B Preferred Share entitles the holder thereof to one vote at a meeting of Carta Shareholders (except for meetings at which only holders of another specified class or series of shares of Carta are entitled to vote separately as a class or series). The Carta Series B Preferred Shares rank junior to the Carta Series A Preferred Shares and senior to the Carta Common Shares (except as contemplated by the MIP Return) and the Carta Series C Preferred Shares with respect to payment of dividends and distributions of assets of Carta upon liquidation, dissolution or winding up of Carta, whether voluntary or involuntary. Upon the occurrence of a Liquidation, the holders of Carta Series B Preferred Shares shall be entitled to be paid out of the assets of Carta up to an amount equal to $21,000,000 before any payment is made to the holders of Carta Series C Preferred Shares but after required payments are made to the holders of Carta Series A Preferred Shares and Carta Common Shares (as contemplated by the MIP Return). In the event of a Liquidation, after all preferential amounts required to be paid to the holders of Carta Preferred Shares and the Carta Common Shares (as contemplated by the MIP Return) are paid, holders of Carta Series B Preferred Shares shall be entitled to participate in the distribution of the remaining assets to be distributed on the basis of the Carta Series B Preferred Share participation rate of 25.6%.

(iv) Carta Series C Preferred Shares

Each Carta Series C Preferred Share entitles the holder thereof to one vote at a meeting of Carta Shareholders (except for meetings at which only holders of another specified class or series of shares of Carta are entitled to vote separately as a class or series). The Carta Series C Preferred Shares rank junior to the Carta Series A Preferred Shares and Carta Series B Preferred Shares and senior to the Carta Common Shares (except as contemplated by the MIP Return) with respect to payment of dividends and distributions of assets of Carta upon liquidation, dissolution or winding up of Carta, whether voluntary or involuntary. Upon the occurrence of a Liquidation, the holders of Carta Series C Preferred Shares shall be entitled to be paid out of the assets of Carta up to an amount equal to $15,000,000 after liquidation preference payments are made to the holders of Carta Series A Preferred Shares, Carta Series B Preferred Shares and Carta Common Shares (as contemplated by the MIP Return). In the event of a Liquidation, after all preferential amounts required to be paid to the holders of Carta Preferred Shares and the Carta Common Shares (as contemplated by the MIP Return) are paid, holders of Carta Series C Preferred Shares shall be entitled to participate in the distribution of the remaining assets to be distributed on the basis of the Carta Series C Preferred Share participation rate of 47.6%.

(v) Carta Options

Each Carta Option is exercisable for one (1) Carta Series C Preferred Share. The following Carta Options are outstanding:

If the Transaction is completed, all Carta Options will be cancelled in exchange for nominal consideration of $0.00001 per Carta Option. For more information, see “Information Circular – Particulars Of Matters To Be Acted Upon – The Transaction – The Arrangement Agreement – Carta Options”.

(vi) Carta Debt Obligations:

a. 2019 Notes

The 2019 Notes were intended to act as a bridge to a future financing from a third-party lender. Carta issued an aggregate principal amount of $3,000,000 of 2019 Notes to certain participating Carta Shareholders, with 50% of such 2019 Notes issued on December 11, 2019 and the balance issued on January 17, 2020. The 2019 Notes bear interest at a rate of 15% per annum, payable monthly in arrears, compounding monthly, and mature on December 31, 2021. In addition, holders of the 2019 Notes are entitled to a redemption payment equal to 5% of the principal amount of each 2019 Note that is payable at the time the 2019 Notes are repaid in full. See “Information Circular – Particulars Of Matters To Be Acted Upon – The Transaction – The Arrangement Agreement – Plan of Arrangement and the Carta Limited Partnership” for information regarding the treatment of the 2019 Notes in the Transaction.

b. 2020 Notes:

In July 2020, Carta finalized the 2020 Notes, being a short-term operating loan from shareholders. The 2020 Notes are intended to provide bridge financing to support Carta during the coronavirus outbreak. Pursuant to the offering of 2020 Notes, certain Carta Shareholders agreed to advance an aggregate of $1,500,000 to Carta, with an aggregate of $750,000 advanced in July 2020 and the balance available to be drawn on by Carta, at its option (which Carta intends to exercise in January 2021 prior to closing of the Transaction, and which Carta is required to have received the proceeds of as a closing condition to the Transaction). The 2020 Notes bear interest at a rate of 15% per annum, payable monthly in arrears, compounding monthly, with principle and interest being accrued monthly and mature on September 30, 2022. See “Information Circular – Particulars Of Matters To Be Acted Upon – The Transaction – The Arrangement Agreement – Plan of Arrangement and the Carta Limited Partnership” for information regarding the treatment of the 2020 Notes in the Transaction.

Dividend Policy

Carta has not declared or paid any dividends since it was incorporated. Carta intends to retain its earnings, if any, to finance the growth and development of its business and does not expect to pay dividends or to make any other distributions in the near future. The board of directors of Carta (the “Carta Board”) will review this policy from time to time having regard to Carta's financing requirements, financial condition and other factors considered to be relevant.

Market for Securities

There is no public market for any securities of Carta.

Consolidated Capitalization

The following table sets out changes in, and the effect of such changes on, the share and loan capital of Carta, on a consolidated basis, since December 31, 2019, the date of the financial statements for the most recently completed financial year of Carta contained in this Circular, and the date of this Circular:

Options to Purchase Securities

The following table sets forth the aggregate number of options to purchase Carta Shares, as at the date of this Circular. All such options to purchase Carta Shares will be cancelled upon the completion of the Transaction. See “Information Circular – Particulars Of Matters To Be Acted Upon – The Transaction – The Arrangement Agreement – Purchase Price and Working Capital Adjustment” for information regarding the treatment of the Carta Options in the Transaction.

Prior Sales

During the 12-month period prior to the date of this Circular, Carta has not issued any Carta Shares or securities convertible into Carta Shares. See “Description of Carta Securities – Outstanding Securities – Carta Debt Obligations – 2020 Notes” of this Appendix B for details regarding the issuance of the 2020 Notes.

Escrowed Securities

To the knowledge of Carta, as of the date of this Circular, there are no securities of Carta being held in escrow.

Principal Securityholders

The following table sets out the securityholders who, as of the date of this Circular, will, to the knowledge of Carta, beneficially own, control or direct, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of the voting securities of Carta:

Directors and Officers

The following table sets forth the names and jurisdiction of residence of the directors and executive officers of Carta as of the date of this Circular, including their respective positions and offices held with Carta and their principal occupation for the last five or more years. Directors of Carta serve from the time of appointment until the next annual meeting of shareholders or until their successors are elected or appointed, unless their office is earlier vacated in accordance with the articles of Carta.

As at the date of this Circular, the directors and executive officers of Carta as a group beneficially own, directly or indirectly, or exercise control or direction over, an aggregate of 20,509,162 Carta Shares, representing approximately 29.5% of the issued and outstanding Carta Shares.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of Carta, no director or executive officer of Carta is, at the date of this Circular, or was within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company that:

To the knowledge of Carta, no director or executive officer of Carta, or shareholder holding a sufficient number of securities to affect materially the control of Carta is, as of the date of this Circular, or has been, within 10 years before the date hereof, a director or executive officer of any company that, while such person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

To the knowledge of Carta, no director or executive officer of Carta, or shareholder holding a sufficient number of securities to affect materially the control of Carta has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

To the knowledge of Carta, no director or executive officer of Carta, or shareholder holding a sufficient number of securities to affect materially the control of Carta has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

Carta is not aware of any existing or potential material conflicts of interest between Carta and its subsidiaries and a director or officer of Carta and its subsidiaries.

Executive Compensation

For the purposes of this section “Information Concerning Carta – Executive Compensation”, a “Named Executive Officer” or “NEO” means (i) each individual who, during any part of the financial year ended December 31, 2019, served as Carta's Chief Executive Officer (“CEO”) or Chief Financial Officer (“CFO”); (ii) in respect of Carta and its subsidiaries, the most highly compensated executive officer (other than the CEO and CFO) as at December 31, 2019 whose total compensation was more than $150,000 for that financial year; and (iii) each individual who would have satisfied the criteria in (ii) but for the fact that such individual was neither an executive officer of Carta, nor acting in a similar capacity, as at December 31, 2019.

For the financial year ended December 31, 2019, Carta had the following Named Executive Officers: Peter Kaju, Paul Hill, Adil Benlamlih, Giles Sutherland, Richard Wray and Blake McClelland.

Summary Compensation Table

The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by Carta to each NEO and director of Carta, current or former, for the completed financial years ended December 31, 2019 and 2018.