Voyager Digital provides market update

NEW YORK, June 22, 2022 /PRNewswire/ – Voyager Digital Ltd. (“Voyager” or the “Company”) (TSX: VOYG) (OTCQX: VYGVF) (FRA: UCD2) announced today that its subsidiary Voyager Digital Holdings, Inc. (“VDH”) has entered into a definitive agreement with Alameda Ventures Ltd . (“Alameda”) with respect to the previously announced credit facility designed to help Voyager meet customers’ liquidity needs during this dynamic time.

VDH concluded a definitive agreement with alameda For a $200 million Cash and USDC Revolvers and a 15,000 BTC Revolver (the “Loan”). As previously announced, in light of current market volatility, proceeds from the credit facility are intended to be used to protect client assets and only when such use is required. In addition to this facility, ex June 20, 2022Voyager has about $152 million Cash and own crypto assets as well as approx $20 million Cash restricted for purchase from USDC.

Alamedas The obligation to provide funding is subject to certain conditions, including: no more than $75 million may be claimed for a rolling 30-day period; The company’s corporate debt must be limited to approximately 25 percent of customer assets on the platform, less $500 million; and additional funding sources must be secured within 12 months. This is a summary of the loan terms; a copy of the Loan Agreement is available at http://www.sedar.com.

Voyager also announced that its operating subsidiary, Voyager Digital, LLC, may issue a notice of default to Three Arrows Capital (“3AC”) for non-payment of its loan. Voyager’s commitment to 3AC consists of 15,250 BTC and 350 million dollars USDC. The company made an initial request for reimbursement of 25 million dollars USDC through June 24, 2022and then requested the return of all USDC and BTC balances June 27, 2022. None of these amounts have been repaid and 3AC’s failure to repay any of the requested amounts by such specified dates constitutes an event of default. Voyager intends to pursue 3AC’s recovery and is in discussions with the Company’s advisers regarding available remedies. The Company is currently unable to estimate the amount it can recover from 3AC.

alameda currently indirectly holds 22,681,260 common shares of Voyager (“Common Shares”), representing approximately 11.56% of the outstanding common and variable voting shares. The Loan is considered a “Related Party Transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Voyager is relying on the exemption under Section 5.7(1)(f) of the MI 61-101 Minority Shareholder Approval Requirement. In addition, the loan is exempt from the formal assessment requirement of MI 61-101 under Section 5.4(1) of MI 61-101. The Loan Agreement has been approved by Voyager’s Board of Directors.

About Voyager Digital Ltd.

The US subsidiary of Voyager Digital Ltd. (TSX: VOYG) (OTCQX: VYGVF) (FRA: UCD2), Voyager Digital, LLC, is a cryptocurrency platform in The United States was founded in 2018 to bring choice, transparency and cost efficiency to the market. Voyager offers a secure way to trade over 100 different crypto assets with its easy-to-use mobile application. Through its subsidiary Coinify ApS, Voyager provides crypto payment solutions to consumers and merchants around the world. To learn more about the company, please visit https://www.investvoyager.com.

Forward-Looking Statements

Certain information in this press release, including but not limited to, statements regarding the Company’s future growth and performance, momentum at the companies, future adoption of digital assets, the terms of the Term Sheet and any final loan documents and the Company’s expectations Results may constitute forward-looking information (collectively, forward-looking statements) identified through the use of words such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, “go on” or “believe” (or the negatives) or other similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause Voyager’s actual results, performance or achievements to differ materially from its future results, performance or achievements expressed or implied by the forward-looking statements. In addition, we operate in a very competitive and rapidly changing environment. New risks arise from time to time. It is not possible for our management to predict all risks, nor can we predict the impact of all factors on our business or the extent to which one factor or combination of factors could cause actual results to differ materially from those contained in any forward , estimate -looking statements we can make. Given these risks, uncertainties and assumptions, the future events and trends discussed in this press release may not occur and actual results may differ materially and adversely from those anticipated or implied by the forward-looking statements. There is no assurance that the funds available under the Loan Agreement will be available in a timely manner or, even if available, together with other Voyager assets, will be sufficient to protect customers’ assets. It is uncertain what amount Voyager may recover from 3AC for non-payment or the remedies available to Voyager related to such non-payment or the resulting impact on Voyager’s future business, cash flows, liquidity and prospects of non-payment of 3AC. Forward-looking statements are subject to the risk that the world economy, industry, or the Company’s operations and investments will not perform as anticipated, that estimates of revenues or expenditures may not be met or may be materially lower or higher than those anticipated by the parties and the Company’s assets lends, are able to repay these loans in full and in a timely manner, trading momentum does not continue or demand for trading solutions decreases, customer acquisition does not increase as planned, product and international expansion does not proceed as planned, risks of legal and regulatory compliance that currently apply or will apply to the Company and other risks contained in the Company’s public filings, including its Management Discussion and Analysis and Annual Information Form (AIF). Factors that could cause the actual results of the Company and its operations to differ materially from those described in such forward-looking statements include, among others, a decline in the digital asset market or general economic conditions; changes in laws or regulatory approaches, the failure or delay in adoption of digital assets and the blockchain ecosystem by institutions; Changes in cryptocurrency volatility, changes in demand for Bitcoin and Ethereum, changes in the status or classification of cryptocurrency assets, cybersecurity breaches, delays or failures in developing infrastructure for trading companies or in fulfilling mandates and gaining traction; failure to increase assets under management, adverse development in relation to an issuer or party to the transaction, or failure to obtain required regulatory approvals. Readers are cautioned that assets on the Platform and trading volume will fluctuate and may rise or fall from time to time and such fluctuations are beyond the Company’s control. Forward-looking statements, past and present performance and trends are not guarantees of future performance, accordingly, you should not place undue reliance on any forward-looking statements, current or past performance, or current or past trends. Information identifying assumptions, risks and uncertainties relating to the Company is contained in its filings with Canadian securities regulators, which are available at www.sedar.com. The forward-looking statements in this press release speak only as of the date of this press release or as of the date indicated in the relevant forward-looking statement, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after that date or to reflect their occurrence to reflect unforeseen events, except where required by law. The company assumes no obligation to provide operational updates, except as required by law. If the Company updates one or more forward-looking statements, there should be no implication that it will make additional updates with respect to those or other forward-looking statements, except as required by law. Readers are cautioned that past performance is not a guide to future performance and current trends in business and demand for digital assets may not continue and readers should not place undue reliance on past and current performance leave trends. There can be no assurance that the transactions contemplated by the non-binding term sheet will be completed or, if completed, that they will be on the terms agreed. There is no assurance that the funds available under the Loan Agreement will be available or, even if available, together with other Voyager assets, will be sufficient to protect customers’ assets.

The TSX has neither approved nor disapproved the information contained herein.

SOURCE Voyager Digital Ltd.

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