Voyager Digital Closes US$46 Million Private Placement of Common Shares

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

TORONTO, Jan. 21, 2021 /CNW/ - Voyager Digital Ltd. (CSE: VYGR) ("Voyager" or the "Company") is pleased to announce that it has completed its previously announced Private Placement of Common Shares (the "Offering") raising gross proceeds of US$46,000,003.50 at a price of US$5.50 per Common Share (equivalent of C$7.00 per Common Share). The Offering was led by Stifel GMP, as sole agent and bookrunner (the "Agent").

For their services, the Agent received a 7% cash commission and compensation warrants entitling it to purchase 7% of the number of Common Shares sold under the Offering at a price of US$5.50 per Common Share for a period of 18 months following closing of the Offering.

The Company intends to use the net proceeds from the Offering for general corporate purposes.

"This is an exciting time for Voyager with securing this significant financing, as our assets under management (AUM) have recently crossed the US$500 million threshold," said Steve Ehrlich, Co-Founder and CEO of Voyager. "With this additional funding, we are well positioned to accelerate our growth and build increased value for our stakeholders."

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Voyager Digital Ltd.

Voyager Digital Ltd. is a crypto-asset broker that provides retail and institutional investors with a turnkey solution to trade crypto assets. Voyager offers customers best execution and safe custody on a wide choice of popular crypto-assets. Voyager was founded by established Wall Street and Silicon Valley entrepreneurs who teamed to bring a better, more transparent and cost-efficient alternative for trading crypto-assets to the marketplace. Please visit us at https://www.investvoyager.com for more information and to review the latest Corporate Presentation.  

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. No securities regulatory authority has either approved or disapproved of the contents of this press release.

Cautionary Statement Regarding Forward-Looking Information

Certain information in this press release, including, but not limited to, statements regarding future growth and performance of the business, momentum in the businesses, future adoption of digital assets, and   the Company's anticipated results may constitute forward-looking information (collectively, forward-looking statements), which can be identified by the use of terms such as "may," "will," "should," "expect," "anticipate," "project," "estimate," "intend," "continue" or "believe" (or the negatives) or other similar variations. Because of various risks and uncertainties, including those referenced below, actual events or results may differ materially from those reflected or contemplated in such forward-looking statements. Forward looking statements are subject to the risk that the global economy, industry or the Company's businesses and investments do not perform as anticipated, that revenue or expenses estimates may not be met or may be materially less or more than those anticipated, that trading momentum does not continue or the demand for trading solutions declines, customer acquisition does not increase as planned, product and international expansion do not occur as planned and those other risks contained in the Company's public filings, including in its Management Discussion and Analysis and its Annual Information Form (AIF).  Factors that could cause actual results of the Company and its businesses to differ materially from those described in such forward-looking statements include, but are not limited to, a decline in the digital asset market or general economic conditions; the failure or delay in the adoption of digital assets and the blockchain ecosystem by institutions; a delay or failure in developing infrastructure for the trading businesses or achieving mandates and gaining traction; failure to grow assets under management, an adverse development with respect to an issuer or party to the transaction or failure to obtain a required regulatory approval. In connection with the forward-looking statements contained in this press release, the Company has made assumptions that no significant events occur outside of the Company's normal course of business and that current trends in respect of digital assets continue. Forward-looking statements, past and present performance and trends are not guarantees of future performance, accordingly, you should not put undue reliance on forward-looking statements, past performance or current trends. Information identifying assumptions, risks and uncertainties relating to the Company are contained in its filings with the Canadian securities regulators available at www.sedar.com. The forward-looking statements in this press release are applicable only as of the date of this release or as of the date specified in the relevant forward-looking statement and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after that date or to reflect the occurrence of unanticipated events. Readers are cautioned that past performance is not indicative of future performance and current trends in the business and demand for digital assets may not continue and readers should not put undue reliance on past performance and current trends. All figures are in U.S. dollars unless otherwise noted.

SOURCE Voyager Digital Ltd.

Voyager Digital (Canada) Ltd. Contacts, Media: Anthony Feldman / Raquel Cona, [phone] / [phone], [email protected] / [email protected]; Angus Campbell, 44 7881 625098, [email protected]; Investor Relations: Michael Legg, [phone], [email protected]; Phil Carlson / Scott Eckstein, [phone] / [phone], [email protected] / [email protected]