Exhibit 99.1

 

 

 

 

Page

Interim Condensed Consolidated Statements of Financial Position as at June 30, 2026 and December 31, 2025

 

F-2

Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and 2025

 

F-3

Interim Condensed Consolidated Statements of Changes in Equity (Deficit) for the three and six months ended June 30, 2026 and 2025

 

F-4

Interim Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2026 and 2025

 

F-5

Notes to the Interim Condensed Consolidated Financial Statements

 

F-6

 

 

 

 


 

Orion Digital Corp.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited)

(Expressed in thousands of Canadian Dollars)

 

 

 

 

Note

 

June 30,
2026

 

December 31,
2025

Assets

 

 

 

 

 

 

Cash and cash equivalent

 

 

 

23,271

 

17,702

Restricted cash

 

 

 

1,785

 

2,462

Marketable securities

 

5

 

4,201

 

14,591

Loans receivable, net

 

4

 

58,284

 

60,650

Prepaid expenses and other receivables

 

 

 

6,303

 

6,495

Investment portfolio

 

14

 

5,552

 

6,484

Property and equipment

 

 

 

134

 

175

Investment in sublease, net and right-of-use assets

 

 

 

505

 

724

Intangible assets

 

6

 

24,050

 

25,996

Goodwill

 

 

 

38,355

 

38,355

Total assets

 

 

 

162,440

 

173,634

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Accounts payable, accruals and other

 

 

 

15,053

 

16,461

Lease liabilities

 

 

 

695

 

1,020

Credit facility

 

7

 

49,779

 

51,713

Debentures

 

8

 

31,071

 

31,886

Deferred tax liability

 

 

 

91

 

233

Total liabilities

 

 

 

96,689

 

101,313

 

 

 

 

 

 

Equity

 

 

 

 

 

 

Share capital

 

16a

 

388,520

 

388,730

Contributed surplus

 

 

 

39,551

 

39,117

Foreign currency translation reserve

 

 

 

(1,723)

 

(1,483)

Deficit

 

 

 

(360,597)

 

(354,043)

Total equity

 

 

 

65,751

 

72,321

Total equity and liabilities

 

 

 

162,440

 

173,634

 

Approved on Behalf of the Board

Signed by “Greg Feller” , Director

Signed by “Christopher Payne” , Director

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

F-2


 

Orion Digital Corp.

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

(Unaudited)

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

 

 

 

 

 

Three months ended

 

Six months ended

 

 

Note

 

June 30,
2026

 

June 30,
2025

 

June 30,
2026

 

June 30,
2025

Revenue

 

 

 

 

 

 

 

 

 

 

Subscription and services

 

 

 

10,533

 

10,397

 

21,070

 

21,128

Interest revenue

 

 

 

6,322

 

6,536

 

12,642

 

13,135

 

9,10a

 

16,855

 

16,933

 

33,712

 

34,263

Cost of revenue

 

 

 

 

 

 

 

 

 

 

Provision for loan losses, net of recoveries

 

4

 

3,807

 

4,410

 

8,446

 

9,224

Transaction costs

 

 

 

430

 

336

 

1,009

 

1,240

 

 

 

4,237

 

4,746

 

9,455

 

10,464

Gross profit

 

 

 

12,618

 

12,187

 

24,257

 

23,799

Operating expenses

 

 

 

 

 

 

 

 

 

 

Technology and development

 

 

 

2,751

 

2,777

 

5,723

 

5,560

Marketing

 

 

 

328

 

1,049

 

1,290

 

2,196

Customer service and operations

 

 

 

2,766

 

2,835

 

5,343

 

5,438

General and administration

 

 

 

3,493

 

3,593

 

7,091

 

7,623

Stock-based compensation

 

16c

 

204

 

507

 

434

 

982

Depreciation and amortization

 

6

 

1,805

 

2,029

 

3,832

 

3,983

Total operating expenses

 

11

 

11,347

 

12,790

 

23,713

 

25,782

Income (loss) from operations

 

 

 

1,271

 

(603)

 

544

 

(1,983)

Other expenses (income)

 

 

 

 

 

 

 

 

 

 

Credit facility interest expense

 

7

 

1,358

 

1,390

 

2,730

 

2,836

Debenture and other financing expense

 

8,17

 

728

 

813

 

1,473

 

1,727

Accretion related to debentures

 

8

 

130

 

134

 

261

 

288

Revaluation (gain) loss

 

12

 

(509)

 

(13,870)

 

2,354

 

(6,207)

Other non-operating expense (income)

 

 

 

293

 

(2,539)

 

364

 

(2,123)

 

 

 

2,000

 

(14,072)

 

7,182

 

(3,479)

Net (loss) income before tax

 

 

 

(729)

 

13,469

 

(6,638)

 

1,496

Income tax expense (recovery)

 

 

 

15

 

(40)

 

(84)

 

(139)

Net (loss) income

 

 

 

(744)

 

13,509

 

(6,554)

 

1,635

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

Items that are or may be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

 

 

 

Foreign currency translation reserve loss

 

 

 

(175)

 

(428)

 

(240)

 

(1,188)

Other comprehensive loss

 

 

 

(175)

 

(428)

 

(240)

 

(1,188)

Total comprehensive (loss) income

 

 

 

(919)

 

13,081

 

(6,794)

 

447

Net (loss) income per share

 

 

 

 

 

 

 

 

 

 

Basic (loss) income per share

 

 

 

(0.03)

 

0.56

 

(0.28)

 

0.07

Weighted average number of basic and fully diluted common shares (in 000s)

 

 

 

23,805

 

24,221

 

23,830

 

24,301

Weighted average number of fully diluted common shares (in 000s)

 

 

 

23,805

 

24,221

 

23,830

 

24,301

 

 

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

F-3


 

Orion Digital Corp.

Interim Condensed Consolidated Statements of Changes in Equity (Deficit)

(Unaudited)

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

 

 

 

 

Number of
shares, net of treasury shares (000s)

 

 

Share
capital

 

Contributed
surplus

 

Foreign currency translation reserve

 

Deficit

 

Total

Balance, December 31, 2025

 

23,752

 

 

388,730

 

39,117

 

(1,483)

 

(354,043)

 

72,321

Net loss

 

 

 

 

 

 

(6,554)

 

(6,554)

Purchase of common shares for cancellation (Note 16a)

 

(162)

 

 

(220)

 

 

 

 

(220)

Foreign currency translation reserve

 

 

 

 

 

(240)

 

 

(240)

Stock-based compensation (Note 16c)

 

 

 

 

434

 

 

 

434

Other equity adjustment

 

 

 

10

 

 

 

 

10

Balance, June 30, 2026

 

23,590

 

 

388,520

 

39,551

 

(1,723)

 

(360,597)

 

65,751

 

 

 

 

Number of
shares, net of treasury shares (000s)

 

 

Share
capital

 

Contributed
surplus

 

Foreign currency translation reserve

 

Deficit

 

Total

Balance, December 31, 2024

 

24,281

 

 

389,717

 

37,424

 

(416)

 

(345,508)

 

81,217

Net income

 

 

 

 

 

 

1,635

 

1,635

Purchase of common shares for cancellation

 

(523)

 

 

(1,058)

 

 

 

 

(1,058)

Foreign currency translation reserve

 

 

 

 

 

(1,188)

 

 

(1,188)

Stock-based compensation (Note 16c)

 

 

 

 

982

 

 

 

982

Balance, June 30, 2025

 

23,758

 

 

388,659

 

38,406

 

(1,604)

 

(343,873)

 

81,588

 

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

 

F-4


 

Orion Digital Corp.

Interim Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Expressed in thousands of Canadian Dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Six months ended

Cash provided by (used in) the following activities:

Note

 

June 30,
2026

 

June 30,
2025

 

June 30,
2026

 

June 30,
2025

Operating activities

 

 

 

 

 

 

 

 

 

Net (loss) income

 

 

(744)

 

13,509

 

(6,554)

 

1,635

 Items not affecting cash and other items:

 

 

 

 

 

 

 

 

 

 Depreciation and amortization

6

 

1,805

 

2,029

 

3,832

 

3,983

 Provision for loan losses

4

 

3,808

 

4,418

 

8,446

 

9,251

 Credit facility interest expense

7

 

1,358

 

1,390

 

2,730

 

2,836

 Debenture and other financing expense

8,17

 

729

 

814

 

1,478

 

1,727

 Accretion related to debentures

8

 

130

 

134

 

261

 

288

 Stock-based compensation expense

16c

 

205

 

507

 

434

 

982

 Revaluation (gain) loss

12

 

(509)

 

(13,869)

 

2,354

 

(6,207)

 Other non-operating expense (income)

 

 

 

(3)

 

 

34

 Income tax expense (recovery)

 

 

(2)

 

(40)

 

(101)

 

(139)

 

 

6,780

 

8,889

 

12,880

 

14,390

 Changes in:

 

 

 

 

 

 

 

 

 

 Net issuance of loans receivable

 

 

(1,646)

 

(5,241)

 

(6,080)

 

(8,451)

 Prepaid expenses, and other receivables and assets

 

 

464

 

(1,494)

 

201

 

4,402

 Accounts payable, accruals and other

 

 

(805)

 

392

 

(1,233)

 

(4,421)

 Restricted cash

 

 

38

 

521

 

677

 

(188)

 Net investment in sub-lease

 

 

112

 

112

 

224

 

224

 

 

4,943

 

3,179

 

6,669

 

5,956

 Interest paid

 

 

(2,181)

 

(2,186)

 

(4,323)

 

(4,406)

 Income taxes paid

 

 

(41)

 

(59)

 

(41)

 

(59)

 Non-recurring cash inflow from investor rights agreement

13

 

 

 

 

 Net cash provided by operating activities

 

 

2,721

 

934

 

2,305

 

1,491

 

 

 

 

 

 

 

 

 

 Investing activities

 

 

 

 

 

 

 

 

 

 Investment in intangible assets

6

 

(916)

 

(574)

 

(1,731)

 

(1,027)

 Purchase of marketable securities

5

 

 

(1,000)

 

 

(1,000)

 Proceeds from sale of investment portfolio

 

 

214

 

 

214

 

715

 Proceeds from sale of marketable securities

 

 

 

 

8,387

 

1,732

 Purchases of property and equipment

 

 

(18)

 

(24)

 

(83)

 

(28)

 Net cash used in investing activities

 

 

(720)

 

(1,598)

 

6,787

 

392

 

 

 

 

 

 

 

 

 

 Financing activities

 

 

 

 

 

 

 

 

 

 Lease liabilities – principal payments

 

 

(158)

 

(162)

 

(325)

 

(321)

 Repayments on debentures

8

 

(522)

 

(521)

 

(1,078)

 

(1,057)

 Advances on credit facility

7

 

 

740

 

 

2,660

 Repayments on credit facility

7

 

(1,640)

 

(29)

 

(1,897)

 

(2,498)

 Repurchase of common shares

16a

 

(150)

 

(1,058)

 

(220)

 

(1,058)

 Net cash used in financing activities

 

 

(2,470)

 

(1,030)

 

(3,520)

 

(2,274)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Effect of exchange rate fluctuations on cash and cash equivalents

 

(2)

 

(4)

 

(3)

 

(17)

 Net decrease in cash and cash equivalent

 

 

(471)

 

(1,698)

 

5,569

 

(408)

 Cash and cash equivalent, beginning of period

 

 

23,742

 

9,820

 

17,702

 

8,530

 Cash and cash equivalent, end of period

 

 

23,271

 

8,122

 

23,271

 

8,122

 

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

F-5


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and six months ended June 30, 2026 and 2025

 

1.
Nature of operations

On December 29, 2025 Mogo Inc. changed its name to Orion Digital Corp ("Orion Digital," "Orion" or the "Company").

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

Orion Digital Corp. is a financial technology company operating digital platforms across wealth and payments, supported by a consumer lending business in Canada. The Company’s Wealth platform, Intelligent Investing, provides long-term investing solutions to the Canadian market. Orion also operates a consumer lending business in Canada. The Company’s Payments business is operated through Carta Worldwide (“Carta”), a wholly owned subsidiary that provides issuer processing, program management, and regulated payment orchestration services across Europe. The Company allocates capital to support growth in its Wealth and Payments platforms and to maintain balance sheet flexibility.

 

2.
Basis of presentation

Statement of compliance

These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as issued by the International Accounting Standards Board® and should be read in conjunction with the Company's last annual consolidated financial statements as at and for the year ended December 31, 2025. They do not include all of the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board®. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company's financial position and performance since the last annual financial statements.

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

These interim condensed consolidated financial statements were authorized by the Board of Directors (the “Board”) to be issued on August 6, 2026.

These interim condensed consolidated financial statements have been prepared on a going concern basis.

Functional and presentation currency

These interim condensed consolidated financial statements are presented in Canadian dollars. The functional currency of each subsidiary is determined based on the currency of the primary economic environment in which that subsidiary operates. The functional currencies of the Company's material foreign subsidiaries are as follows: Carta Financial Services Ltd. (GBP), Carta Solutions Processing Services Cyprus Ltd. (EUR), Carta Solutions Processing Services Morocco SARL (MAD), Carta Solutions Singapore PTE. Ltd. (SGD), Moka Financial Technologies Europe (EUR).

F-6


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and six months ended Jun 30, 2026 and 2025

 

3.
Material accounting policies

 

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2025.

Significant accounting judgements, estimates and assumptions

The preparation of the interim condensed consolidated financial statements requires management to make

estimates, assumptions and judgments that affect the reported amount of assets and liabilities, the disclosure of

contingent assets and liabilities and the reported amount of revenues and expenses during the period. The critical accounting estimates and judgments have been set out in the notes to the Company’s consolidated financial statements for the year ended December 31, 2025.

 

On May 31, 2024, the Government of Canada amended section 347 of the Criminal Code effective January 1, 2025. Under the amended section 347 certain revolving line of credit agreements executed prior to January 1, 2025 bearing an APR of approximately 47% qualify under the transitional provisions and continue to accrue interest at the contractual rate.

During 2025, the United States government announced tariffs on imported goods, increasing uncertainty regarding their potential impact on the economies in which the Company operates. There have been no significant changes to these tariffs during 2026. The company continues to consider macroeconomic uncertainty, including potential effects of trade policies and tariffs, in estimating expected credit losses as at June 30, 2026. The probability-weighted macroeconomic scenarios used in the expected credit loss model reflect management's best estimates of the economic conditions expected to exist as at the reporting date. Changes to these forecasts and related estimates will be reflected in future periods as new information becomes available

New and amended standards and interpretations

The Company adopted the amendments to IFRS 9 and IFRS 7 effective January 1, 2026, including clarifications related to the assessment of contractual cash flow characteristics of financial assets and the derecognition of financial liabilities in electronic payment systems. Based on this adoption, the Company determined that these amendments did not have a material impact on the classification or measurement of its financial assets and liabilities, nor on its disclosures.

Certain other new or amended standards and interpretations became effective on January 1, 2026, but do not have an impact on the interim condensed consolidated financial statements of the Company.

 

Standards issued but not yet effective

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. IFRS 18 replaces IAS 1 Presentation of Financial Statements and sets out requirements for the presentation and disclosure of information in general purpose financial statements. The standard applies to annual reporting periods beginning on or after January 1, 2027 and is to be applied retrospectively, with early adoption permitted. The Company expects the adoption of IFRS 18 to primarily affect the presentation and disclosure of information in the consolidated financial statements. The Company does not expect the standard to significantly affect the recognition or measurement of amounts recognized in the consolidated financial statements. The Company continues to assess the detailed impact of IFRS 18 ahead of its adoption.

 

 

 

F-7


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and six months ended Jun 30, 2026 and 2025

 

4.
Loans receivable

Loans receivable represent lines of credit advanced to customers in the normal course of business. The following table provides a breakdown of gross loans receivable and allowance for loan losses by aging bucket, which represents the Company's assessment of credit risk exposure and by their IFRS 9 – Financial Instruments expected credit loss measurement stage. The entire loan balance of a customer is aged in the same category as its oldest individual past due payment, to align with the stage groupings used in calculating the allowance for loan losses under IFRS 9. Stage 3 gross loans receivable include net balances outstanding and still anticipated to be collected for loans previously charged off (June 30, 2026 - $3,648, December 31, 2025 - $3,517). These are carried in gross receivables at the net expected collectable amount with no associated allowance.

 

 

 

 

 

As at June 30, 2026

Risk Category

 

Days past due

 

Stage 1

 

Stage 2

 

Stage 3

 

Total

Strong

 

Not past due

 

59,215

 

 

 

59,215

Lower risk

 

1-30 days past due

 

3,559

 

 

 

3,559

Medium risk

 

31-60 days past due

 

 

1,097

 

 

1,097

Higher risk

 

61-90 days past due

 

 

929

 

 

929

Non-performing

 

91+ days past due or bankrupt

 

 

 

10,588

 

10,588

 

Gross loans receivable

 

62,774

 

2,026

 

10,588

 

75,388

 

Allowance for loan losses

 

(8,990)

 

(1,693)

 

(6,421)

 

(17,104)

 

Loans receivable, net

 

53,784

 

333

 

4,167

 

58,284

 

 

 

 

 

As at December 31, 2025

Risk Category

 

Days past due

 

Stage 1

 

Stage 2

 

Stage 3

 

Total

Strong

 

Not past due

 

61,350

 

 

 

61,350

Lower risk

 

1-30 days past due

 

4,173

 

 

 

4,173

Medium risk

 

31-60 days past due

 

 

1,147

 

 

1,147

Higher risk

 

61-90 days past due

 

 

898

 

 

898

Non-performing

 

91+ days past due or bankrupt

 

 

 

10,064

 

10,064

 

Gross loans receivable

 

65,523

 

2,045

 

10,064

 

77,632

 

Allowance for loan losses

 

(9,481)

 

(1,634)

 

(5,867)

 

(16,982)

 

Loans receivable, net

 

56,042

 

411

 

4,197

 

60,650

 

 

 

 

F-8


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and six months ended Jun 30, 2026 and 2025

 

4.
Loans receivable (Continued from previous page)

 

In determination of the Company’s allowance for loan losses, internally developed models are used to factor in credit risk related metrics, including the probability of defaults, the loss given default and other relevant risk factors. Management also considered the impact of key macroeconomic factors and determined that historic loan losses are mostly correlated with unemployment rate, inflation rate, bank prime rate and GDP growth rate. These macroeconomic factors were used to generate various forward-looking scenarios used in the calculation of allowance for loan losses. If management were to assign 100% probability to a pessimistic scenario forecast, the allowance for credit losses would have been $1,494 higher than the reported allowance for credit losses as at June 30, 2026 (December 31, 2025 – $1,002 higher).

 

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

 

 

 

Three months ended

 

Six months ended

 

 

June 30,
2026

 

June 30,
2025

 

June 30,
2026

 

June 30,
2025

 

 

 

 

 

 

 

 

 

Balance, beginning of the period

 

17,430

 

14,979

 

16,982

 

14,076

Provision for loan losses

 

 

 

 

 

 

 

 

   Originations

 

482

 

935

 

1,384

 

1,605

   Repayments

 

(188)

 

(308)

 

(470)

 

(658)

   Re-measurement

 

4,371

 

3,791

 

9,195

 

8,304

Charge offs

 

(4,991)

 

(3,623)

 

(9,987)

 

(7,553)

Balance, end of the period

 

17,104

 

15,774

 

17,104

 

15,774

 

 

 

5. Marketable securities

 

 

 

As at

 

 

June 30,
2026

 

December 31,
2025

WonderFi Technologies Inc.

 

 

8,698

Bitcoin ETFs

 

2,464

 

3,563

Others

 

1,737

 

2,330

Total

 

4,201

 

14,591

 

 

 

F-9


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and six months ended Jun 30, 2026 and 2025

 

6. Intangible assets

 

 

Internally
generated technology–
completed

 

Internally
generated technology–
in progress

 

Software
licenses

 

Acquired technology assets

 

Customer relationships

 

Brand

 

Regulatory licenses

 

Total

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2024

 

26,780

 

2,087

 

498

 

21,000

 

8,900

 

1,000

 

6,800

 

67,065

Additions

 

 

2,609

 

 

 

 

 

 

2,609

Impairment

 

 

(34)

 

 

 

 

 

 

(34)

Derecognition – fully amortized assets

 

 

 

(535)

 

 

 

 

 

(535)

Transfers

 

2,295

 

(2,295)

 

 

 

 

 

 

Foreign exchange translation

 

 

5

 

37

 

 

 

 

 

42

Balance, December 31, 2025

 

29,075

 

2,372

 

 

21,000

 

8,900

 

1,000

 

6,800

 

69,147

Additions

 

 

1,731

 

 

 

 

 

 

1,731

Transfers

 

1,044

 

(1,044)

 

 

 

 

 

 

Balance, June 30, 2026

 

30,119

 

3,059

 

 

21,000

 

8,900

 

1,000

 

6,800

 

70,878

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2024

 

17,966

 

 

408

 

8,022

 

4,622

 

 

4,967

 

35,985

Amortization

 

3,047

 

 

96

 

2,101

 

1,065

 

 

1,361

 

7,670

Disposals

 

 

 

(535)

 

 

 

 

 

(535)

Foreign exchange translation

 

 

 

31

 

 

 

 

 

31

Balance, December 31, 2025

 

21,013

 

 

 

10,123

 

5,687

 

 

6,328

 

43,151

Amortization

 

1,632

 

 

 

1,050

 

532

 

 

463

 

3,677

Foreign exchange translation

 

 

 

 

 

 

 

 

Balance, June 30, 2026

 

22,645

 

 

 

11,173

 

6,219

 

 

6,791

 

46,828

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2025

 

8,062

 

2,372

 

 

10,877

 

3,213

 

1,000

 

472

 

25,996

Balance, June 30, 2026

 

7,474

 

3,059

 

 

9,827

 

2,681

 

1,000

 

9

 

24,050

 

Amortization of intangible assets of $1,736 for the three months ended June 30, 2026 (June 30, 2025 – $1,920) is included in depreciation and amortization in the interim condensed consolidated statements of operations and comprehensive income (loss).

 

F-10


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and six months ended Jun 30, 2026 and 2025

 

7. Credit facility

The credit facility consists of a $60,000 senior secured credit facility. On February 26, 2025, the Company amended its credit facility to extend the maturity date from January 2, 2026 until January 2, 2029. As part of the amendment, certain financial covenants were modified, and the interest rate was reduced by 100 basis points to 7% plus the greater of i) 2% and ii) the Secured Overnight Financing Rate (“SOFR”). There is a 0.33% fee on the available but undrawn portion of the $60,000 facility. Availability under the facility is determined monthly based on the level of eligible loan receivables. Borrowing capacity fluctuates with the amount of eligible loans, and any borrowings in excess of the eligible loan receivables must be repaid in accordance with the terms of the agreement. The principal and interest balance outstanding for the credit facility as at June 30, 2026 was $49,779 (December 31, 2025 – $51,713).

The credit facility is subject to certain covenants and events of default. As at June 30, 2026 and December 31, 2025, the Company was in compliance with these covenants. Interest expense on the credit facility for the three and six months ended June 30, 2026 of $1,358 and $2,730, respectively (June 30, 2025 – $1,390 and $2,836, respectively).

 

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

 

 

 

 

As at

 

 

June 30,
2026

 

December 31, 2025

Balance, beginning of the period

 

51,713

 

48,792

Advances from credit facility

 

 

4,942

Payments on credit facility

 

(1,897)

 

(2,499)

Interest payable

 

(37)

 

478

Balance, end of the period

 

49,779

 

51,713

 

 

 

 

F-11


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and six months ended Jun 30, 2026 and 2025

 

8. Debentures

The Company's debentures bear interest at a coupon rate ranging from 8 - 10% per annum. Payments of interest and principal are made to debenture holders on a quarterly basis on the first business day following the end of a calendar quarter, at the Company's option either in cash or Common Shares.

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

 

The Company’s debentures balance includes the following:

 

 

 

As at

 

 

June 30,
2026

 

December 31,
2025

Principal balance

 

31,730

 

32,685

Discount

 

(1,253)

 

(1,501)

 

 

30,477

 

31,184

Interest payable

 

594

 

702

 

31,071

 

31,886

 

 

 

 

As at

 

 

June 30,
2026

 

December 31,
2025

Balance, beginning of the period

 

31,886

 

35,287

Principal repayments

 

(1,078)

 

(2,333)

Discount accretion

 

261

 

553

Modification

 

 

(1,345)

Other

 

2

 

(276)

Balance, end of the period

 

31,071

 

31,886

 

The debentures are secured by the assets of the Company, governed by the terms of a trust deed and, among other things, are subject to a subordination agreement to the credit facility which effectively extends the individual maturity dates of the debentures to January 2, 2029, being the maturity date of the credit facility, with the exception of a portion of the debentures whose maturity date was amended to July 2036.

As at March 1, 2025, the Company adjusted the amortised cost of the debentures to give effect to the amended maturity date of the Company's senior secured credit facility from January 2, 2026 to January 2, 2029, and as at April 1, 2026, further adjusted the amortised cost of a portion of the debentures to give effect to an amended maturity date of January 2, 2029 to July 2036. The Company determined that each of these adjustments constituted a non-substantial modification of the existing debentures, and the amortised cost of the debentures was recalculated by discounting the revised estimated future cash flows at the existing effective interest rate. The impact of the modifications was recorded in revaluation gain (loss) in the interim condensed consolidated statements of operations and comprehensive income (loss).

 

F-12


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and six months ended Jun 30, 2026 and 2025

 

8. Debentures (Continued from previous page)

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

 

 

Principal component of quarterly payment

2026

 

1,093

2027

 

2,318

2028

 

2,507

2029

 

25,723

2030

 

Thereafter

 

89

 

31,730

 

 

 

 

9. Revenue

The following table provides a breakdown of the Company’s total revenues:

 

 

Three months ended

 

Six months ended

 

 

June 30,
2026

 

June 30,
2025

 

June 30,
2026

 

June 30,
2025

Interest revenue

 

6,322

 

6,536

 

12,642

 

13,135

Wealth revenue

 

4,070

 

3,570

 

7,961

 

7,051

Payments revenue

 

2,362

 

2,586

 

4,669

 

5,141

Other Subscription and Services revenue

 

4,101

 

4,241

 

8,440

 

8,936

Total revenue

 

16,855

 

16,933

 

33,712

 

34,263

 

 

F-13


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and six months ended June 30, 2026 and 2025

 

10. Geographic information

(a)
Revenue

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

 

 

Three months ended

 

Six months ended

 

 

June 30,
2026

 

June 30,
2025

 

June 30,
2026

 

June 30,
2025

Canada

 

14,493

 

14,347

 

29,043

 

29,369

Europe

 

2,362

 

2,586

 

4,669

 

4,894

Total

 

16,855

 

16,933

 

33,712

 

34,263

 

 

 

(b)
Non-current assets

Non-current assets presented below has been based on geographic location of the assets. Intangible assets are allocated based on the location of their legal registration.

 

 

 

As at

 

 

June 30,
2026

 

December 31,
2025

Canada

 

62,922

 

65,134

Europe

 

86

 

100

Other

 

36

 

16

Total

 

63,044

 

65,250

 

 

F-14


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and six months ended June 30, 2026 and 2025

 

11. Expense by nature and function

 

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

 

 

 

Three months ended

 

Six months ended

 

 

June 30,
2026

 

June 30,
2025

 

June 30,
2026

 

June 30,
2025

Personnel expense

 

5,383

 

5,553

 

10,706

 

11,439

Depreciation and amortization

 

1,805

 

2,029

 

3,832

 

3,983

Hosting and software licenses

 

1,716

 

1,437

 

3,500

 

2,734

Marketing

 

257

 

996

 

1,166

 

2,106

Professional services

 

902

 

556

 

1,727

 

1,237

Stock-based compensation

 

204

 

507

 

434

 

982

Insurance and licenses

 

393

 

433

 

760

 

808

Credit verification costs

 

133

 

294

 

407

 

484

Premises

 

166

 

176

 

349

 

377

Others

 

388

 

809

 

832

 

1,632

Total

 

11,347

 

12,790

 

23,713

 

25,782

 

The following table summarizes the Company’s operating expenses by function including stock-based compensation and depreciation and amortization from the interim condensed consolidated statements of operations and comprehensive income (loss):

 

 

 

Three months ended

 

Six months ended

 

 

June 30,
2026

 

June 30,
2025

 

June 30,
2026

 

June 30,
2025

Technology and development

 

3,826

 

4,153

 

8,107

 

8,286

Marketing

 

330

 

1,064

 

1,297

 

2,226

Customer service and operations

 

2,805

 

2,933

 

5,423

 

5,640

General and administration

 

4,386

 

4,640

 

8,886

 

9,630

Total

 

11,347

 

12,790

 

23,713

 

25,782

 

 

 

F-15


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and six months ended June 30, 2026 and 2025

 

12. Revaluation loss (gain)

 

 

 

Three months ended

 

Six months ended

 

 

June 30,
2026

 

June 30,
2025

 

June 30,
2026

 

June 30,
2025

Realized (gain) loss on investment portfolio and marketable securities

 

(69)

 

 

242

 

(257)

Unrealized loss (gain) on investment portfolio and marketable securities

 

84

 

(13,616)

 

2,781

 

(3,526)

Unrealized gain on debentures

 

(3)

 

 

(3)

 

(1,367)

Realized foreign exchange (gain) loss

 

(8)

 

1

 

(20)

 

15

Unrealized foreign exchange gain

 

(513)

 

(255)

 

(646)

 

(1,072)

Total

 

(509)

 

(13,870)

 

2,354

 

(6,207)

 

 

13. Other non-operating expense (income)

 

 

Three months ended

 

Six months ended

 

 

June 30,
2026

 

June 30,
2025

 

June 30,
2026

 

June 30,
2025

Restructuring charges

 

 

122

 

 

122

Income from investor arrangements

 

 

(3,000)

 

 

(3,000)

Other

 

293

 

339

 

364

 

755

Total

 

293

 

(2,539)

 

364

 

(2,123)

 

During the six-months ended June 30, 2025, the Company entered into agreements with WonderFi Technologies Inc. (“WonderFi”), and its related shareholder groups, in exchange for required consents and waivers to amendments to legacy investor rights agreements. The Company recognized $3,000 as Other Income upon satisfaction of these obligations, as the transaction is non-recurring and outside the ordinary course of operations. The related cash inflows are included in operating cash flows for the period.

F-16


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and six months ended Jun 30, 2026 and 2025

 

 

14. Fair value of financial instruments

(a) Accounting classifications and fair values

The following table shows the carrying amount and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. During the three months ended June 30, 2026, there have not been any transfers between fair value hierarchy levels.

 

 

 

 

 

Carrying amount

 

Fair value

June 30, 2026

 

Note

 

FVTPL

 

Financial asset at
amortized cost

 

Other financial
liabilities

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

Financial assets measured at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketable securities

 

5

 

4,201

 

 

 

4,201

 

4,201

 

 

 

4,201

Investment portfolio

 

 

 

5,552

 

 

 

5,552

 

 

 

5,552

 

5,552

 

 

 

9,753

 

 

 

9,753

 

 

 

 

 

 

 

 

Financial assets not measured at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalent

 

 

 

 

23,271

 

 

23,271

 

23,271

 

 

 

23,271

Restricted cash

 

 

 

 

1,785

 

 

1,785

 

1,785

 

 

 

1,785

Loans receivable

 

4

 

 

58,284

 

 

58,284

 

 

 

58,284

 

58,284

Other receivables

 

 

 

 

4,654

 

 

4,654

 

 

 

4,654

 

4,654

 

 

 

 

87,994

 

 

87,994

 

 

 

 

 

 

 

 

Financial liabilities not measured at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable, accruals and other

 

 

 

 

 

14,984

 

14,984

 

 

 

14,984

 

14,984

Credit facility

 

7

 

 

 

49,779

 

49,779

 

 

49,779

 

 

49,779

Debentures

 

8

 

 

 

31,071

 

31,071

 

 

 

31,045

 

31,045

 

 

 

 

 

95,834

 

95,834

 

 

 

 

 

 

 

 

 

F-17


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and six months ended Jun 30, 2026 and 2025

 

14. Fair value of financial instruments (Continued from previous page)

(a) Accounting classifications and fair values (Continued from previous page)

 

 

 

 

 

Carrying amount

 

Fair value

As at December 31, 2025

 

Note

 

FVTPL

 

Financial asset at amortized cost

 

Other financial liabilities

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

Financial assets measured at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketable securities

 

5

 

14,591

 

 

 

14,591

 

14,591

 

 

 

14,591

Investment portfolio

 

 

 

6,484

 

 

 

6,484

 

 

 

6,484

 

6,484

 

 

 

21,075

 

 

 

21,075

 

 

 

 

 

 

 

 

Financial assets not measured at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalent

 

 

 

 

17,702

 

 

17,702

 

17,702

 

 

 

17,702

Restricted cash

 

 

 

 

2,462

 

 

2,462

 

2,462

 

 

 

2,462

Loans receivable

 

4

 

 

60,650

 

 

60,650

 

 

 

60,650

 

60,650

Other receivables

 

 

 

 

4,846

 

 

4,846

 

 

 

4,846

 

4,846

 

 

 

 

85,660

 

 

85,660

 

 

 

 

 

 

 

 

Financial liabilities not measured at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable, accruals and other

 

 

 

 

 

16,298

 

16,298

 

 

 

16,298

 

16,298

Credit facility

 

7

 

 

 

51,713

 

51,713

 

 

51,713

 

 

51,713

Debentures

 

8

 

 

 

31,886

 

31,886

 

 

 

29,735

 

29,735

 

 

 

 

 

99,897

 

99,897

 

 

 

 

 

 

 

 

 

 

 

F-18


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and six months ended Jun 30, 2026 and 2025

 

14. Fair value of financial instruments (Continued from previous page)

 

(b) Measurement of fair values:

(i) Valuation techniques and significant unobservable inputs

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

 

Type

Valuation technique

Significant unobservable inputs

Inter-relationship between significant unobservable inputs and fair value

Investment portfolio: Equities Unlisted

 Prices of recent investments in the investee company

 

 Implied multiples from recent transactions of the underlying investee companies

 

 Offers received by investee companies

 

 Revenue multiples derived from comparable public companies and transactions

 

 Option pricing model

 Third-party transactions

 

 Revenue multiples (2.07-2.16, 2025: 2.3-2.7)

 

 Balance sheets and last twelve-month revenues for certain of the investee companies

 

 Equity volatility (50-110%, 2025: 50-110%)

 

 Time to exit events

 

 Discount for lack of marketability (10%, 2025: 5-10%)

 

 An increase in the revenue multiple would increase fair value

 

 Increases in equity volatility can increase or decrease fair value depending on class of shares held in the investee company

 

 Increases in estimated time to exit event can increase or decrease fair value depending on class of shares held in the investee company

 

 

 

 

 

Partnership interest and others

 Adjusted net book value

 

 Net asset value per unit

 

 Change in market pricing of comparable companies of the underlying investments made by the partnership

 Increases in net asset value per unit or change in market pricing of comparable companies of the underlying investment made by the partnership can increase fair value

 

F-19


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and six months ended Jun 30, 2026 and 2025

 

14. Fair value of financial instruments (Continued from previous page)

(b) Measurement of fair values (Continued from previous page):

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

The following table presents the changes in fair value measurements of the Company’s investment portfolio recognized at fair value at June 30, 2026 and December 31, 2025 and classified as Level 3:

 

 

 

 

As at

 

 

June 30,
2026

 

December 31,
2025

Balance, beginning of the period

 

6,484

 

11,991

Disposal

 

(214)

 

(715)

Transfer to Level 1 marketable securities

 

 

(2,600)

Unrealized exchange (loss) gain

 

179

 

(353)

Unrealized loss on investment portfolio

 

(897)

 

(1,839)

Balance, end of the period

 

5,552

 

6,484

In 2025, one of the Company’s investments was transferred from Level 3 to Level 1 following their public listing through a reverse takeover. The investment is now measured using quoted market prices and presented as a marketable security.

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

 

 

(ii) Sensitivity analysis

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

 

 

 

 

 

Profit or loss

 

 

 

 

Increase

 

Decrease

Investment portfolio:

 

 

 

 

June 30, 2026

 

Adjusted market multiple (5% movement)

 

278

 

(278)

 

 

 

 

 

 

December 31, 2025

 

Adjusted market multiple (5% movement)

 

324

 

(324)

 

 

 

F-20


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and six months ended June 30, 2026 and 2025

 

15. Nature and extent of risk arising from financial instruments

There have been no significant changes to the Company's risk management objectives, policies or the nature of risks arising from financial instruments since December 31, 2025, as described in Note 22 to the Company's annual consolidated financial statements for the year ended December 31, 2025.

Credit risk

The Company's credit risk continues to arise primarily from its loans receivable. There has been no significant change to the Company's credit risk management approach, underwriting practices, or concentration of credit risk during the three and six months ended June 30, 2026. Refer to Note 4 for details of the aging and expected credit loss measurement of loans receivable as at June 30, 2026.

Interest rate risk

The Company's credit facility bears interest at a variable rate based on SOFR and is therefore exposed to changes in market interest rates. The facility is not subject to a SOFR floor. As at June 30, 2026, SOFR is 3.62% (December 31, 2025 – 3.87%). The debentures continue to bear interest at fixed rates and are not subject to cash flow variability from interest rate movements.

Liquidity risk

There has been no significant change to the Company's liquidity risk management approach since December 31, 2025. The amounts presented in the maturity analysis represent undiscounted contractual cash flows. The maturity schedule of the Company's contractual obligations, including its credit facility and debentures, is as follows:

 

 

 

 

2026

 

2027

 

2028

 

2029

 

2030

 

Thereafter

Commitments - operational

 

 

 

 

 

 

 

 

 

 

 

 

Lease payments

 

536

 

605

 

 

 

 

Accounts payable

 

3,352

 

 

 

 

 

Accruals and other

 

11,632

 

 

 

 

 

Other purchase obligations

 

390

 

390

 

 

 

 

Interest – Credit facility (Note 7)

 

3,127

 

5,312

 

5,312

 

29

 

 

 

Interest – Debentures (Note 8)(1)

 

1,290

 

2,134

 

1,965

 

472

 

12

 

70

 

20,327

 

8,441

 

7,277

 

501

 

12

 

70

Commitments – principal repayments

 

 

 

 

 

 

 

 

 

 

 

 

Credit facility (Note 7)

 

 

 

 

49,337

 

 

Debentures (Note 8) (1)

 

1,093

 

2,318

 

2,507

 

25,723

 

 

89

 

1,093

 

2,318

 

2,507

 

75,060

 

 

89

Total contractual obligations

 

21,420

 

10,759

 

9,784

 

75,561

 

12

 

159

 

 

(1)The debenture repayments are payable in either cash or Common Shares at the Company’s option. The number of Common Shares required to settle the repayments is variable based on the Company’s share price at the repayment date, and accordingly the timing and amount of associated cash outflows may vary. Quarterly debenture payments include both principal and interest components.

F-21


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and six months ended Jun 30, 2026 and 2025

 

 

16. Equity

 

(a)
Share capital

 

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

 

As at June 30, 2026, there were 23,781,198 (December 31, 2025 – 23,943,550) Common Shares and no preferred shares issued and outstanding.

 

For the three months ended June 30, 2026, the Company repurchased 113,628 Common Shares for cancellation under the share repurchase program at an average price of CAD $1.32 per share, for a total repurchase cost of $150.

 

For the six months ended June 30, 2026, the Company repurchased 162,352 Common Shares for cancellation under the share repurchase program at an average price of CAD $1.36 per share, for a total repurchase cost of $220.

 

 

(b)
Treasury share reserve

 

The treasury share reserve comprises the cost of the shares held by the Company. As at June 30, 2026, the Company held 190,706 Common Shares in reserve (December 31, 2025 – 190,706).

(c)
Options

 

The Company has a stock option plan (the “Plan”) that provides for the granting of options to directors, officers, employees and consultants. The exercise price of an option is set at the time that such option is granted under the Plan. The maximum number of Common Shares reserved for issuance under the Plan is the greater of i) 15% of the number of Common Shares issued and outstanding, and ii) 1,266,667.

 

 

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

 

F-22


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and six months ended Jun 30, 2026 and 2025

 

16. Equity (Continued from previous page)

(c)
Options (Continued from previous page)

 

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

 

 

 

 

Options outstanding (000s)

 

Weighted average grant date fair value $

 

Weighted average exercise price $

 

Options exercisable (000s)

 

Weighted average exercise price $

Balance, December 31, 2024

 

2,760

 

 

2.69

 

1,543

 

3.06

Options issued

 

890

 

1.32

 

1.86

 

 

Exercised

 

(19)

 

4.51

 

1.86

 

 

Forfeited

 

(239)

 

5.20

 

1.87

 

 

Balance, December 31, 2025

 

3,392

 

 

2.55

 

1,951

 

2.93

Options issued

 

46

 

0.88

 

1.26

 

 

Forfeited

 

(43)

 

14.87

 

8.03

 

 

Balance, June 30, 2026

 

3,395

 

 

2.48

 

2,370

 

2.69

 

The above noted options have expiry dates ranging from August 2026 to June 2034.

 

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

 

 

 

 

Six months ended

 

 

June 30,
2026

 

June 30,
2025

Risk-free interest rate

 

3.01%-3.09%

 

2.85%-2.90%

Expected life

 

5 years

 

5 years

Expected volatility in market price of shares

 

81%-83%

 

90%-91%

Expected dividend yield

 

0%

 

0%

Expected forfeiture rate

 

0% - 15%

 

0% - 15%

Weighted average share price

 

1.26

 

1.82

 

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

 

Volatility of the above options is based on the Company's market share price over the last 5 years.

Total stock-based compensation costs related to options for the three months ended June 30, 2026 was $204 (June 30, 2025 – $507).

F-23


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

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

For the three and six months ended Jun 30, 2026 and 2025

 

16. Equity (Continued from previous page)

(d) Warrants

 

 

 

Warrants outstanding (000s)

 

Weighted average exercise price $

 

Warrants exercisable (000s)

 

Weighted average exercise price $

Balance, December 31, 2024

 

769

 

5.02

 

402

 

7.59

Balance, December 31, 2025

 

769

 

5.02

 

769

 

5.02

Warrants expired

 

(191)

 

 

(191)

 

Balance, June 30, 2026

 

578

 

2.24

 

578

 

2.24

 

 

The 577,778 warrants outstanding noted above have expiry dates ranging from September 2026 to August 2027.

 

 

 

17. Related party transactions

During the three and six months ended June 30, 2026 the company incurred interest expense on debentures held by related parties. The related party debentures balance as at June 30, 2026, totaled $130 (December 31, 2025 – $126). The debentures bear annual coupon interest of 8.0% (December 31, 2025 – 8.0%) with interest expense for the three months ended June 30, 2026, totaling $3 (June 30, 2025 – $3).

 

 

F-24