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Voyager Digital (V.VYGR) begins trading Feb. 11, 2019 and is involved in the development of a cryptocurrency trading platform

VYGVQ

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Vancouver, British Columbia, February 7, 2019 - Voyager Digital (Canada) Ltd. (formerly UC Resources Ltd.) (TSX.V - VYGR) (the "Company") announces that it has closed its change of business, and has acquired all of the shares of Voyager Digital Holdings, Inc. ("Voyager"), a private company based in New Jersey, which is involved in the development and commercialization of a cryptocurrency trading platform using a patent pending smart order routing and execution management system..

Pursuant to a Share Purchase Agreement with the sole shareholder of Voyager:

 

  1. the Company acquired all of the outstanding shares of Voyager from the sole shareholder thereof for $100,
  2. the Company issued 17,984,748 common shares in satisfaction of an equivalent number of subscription receipts issued by Voyager, and
  3. the Company issued 4,133,000 stock options in replacement of the stock options outstanding in the capital of Voyager (each exercisable at US$0.30 per share).

All of the securities held by Principals of the Company are subject to value security escrow provisions, expiring 36 months from the date of listing. These include 6,638,725 shares, 6222,058 warrants, and 1,900,000 options. In addition, the participants to the January 2018 private placement, holding an aggregate of 27,926,667 shares and 11,869,116 warrants, have agreed to escrow their securities on equivalent terms to those imposed on the Principals.

Stephen Ehrlich, CEO of Voyager, said: " This is a crucial step for our growing company as we now have a solid capital base with which to grow, expand and continually improve our offering for investors. More importantly, it allows the investing community to tap the public markets for exposure to this important asset class and financial utility that is built upon the technology of the future ."

New Business

 

Voyager, through its Fincen regulated wholly owned subsidiary, Voyager Digital, LLC ("Voyager Digital") is a crypto asset broker that provides retail and institutional investors with a turnkey solution to trade crypto assets. Voyager offers investors best execution, data, wallet and custody services through its institutional- grade open architecture platform. 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. Voyager Digital is headquartered in New Jersey and is registered with FinCen. Voyager provides individual investors and institutions with best execution and price improvement through its unique smart order routing technology. Voyager executes trades on a wide universe of digital assets across a large spectrum of crypto exchanges and market makers.

New Management

 

New directors and officers have been appointed, being Gaspard De Dreuzy, Director; Philip Eytan, Chairman; Serge Kreiker, CTO; Guy Elliott, Director; Jarrett Lilien, Director; and Oscar Salazar, Advisor. Stephen Ehrlich and Jeff Lightfoot will stay on as directors of the Company, and Vic Hugo will continue as CFO.

The following summarizes information regarding the Company's proposed management team:

Stephen Ehrlich, CEO & Director

Mr. Ehrlich is currently Chief Executive Officer of both the Company and Voyager.

Mr. Ehrlich's last position was as CEO of Tradier, Inc., a Charlotte, North Carolina based financial technology firm. Prior to Tradier, Inc, Mr. Ehrlich was a founder and the CEO of Lightspeed Financial, LLC - a US based retail broker-dealer. Mr. Ehrlich was responsible for eight major acquisitions for Lightspeed over a seven-year period. Previously, Mr. Ehrlich was CEO of E*TRADE Professional Trading LLC, the professional trading arm of E*TRADE FINANCIAL which was purchased by Lightspeed in July 2006. Prior to his executive position, Mr. Ehrlich was a Vice President at E*TRADE responsible for brokerage strategy. Mr. Ehrlich was also responsible for the planning and execution of three major business acquisitions for E*TRADE FINANCIAL including E*TRADE Canada, the Dempsey/GVRC market-making business, and the Tradescape professional trading business. Mr. Ehrlich graduated from Franklin & Marshall College with a BS in Accounting. He holds a CPA and is a member of the AICPA and New York State Society of Certified Public Accountants. Mr. Ehrlich also holds certain licences with FINRA.

Vic Hugo- CFO

Mr. Hugo is a senior financial analyst at Marrelli Support Services Inc., providing CFO, accounting, regulatory compliance, and management advisory services to numerous issuers on the TSX, TSX-Venture and other Canadian and US exchanges. Mr. Hugo is a CPA, CMA and holds a Bachelors of Commerce with Honours specializing in Accounting and Cost and Management Accounting from Potchefstroom University in South Africa. Previously, he was the head of the Finance departments at Barrick Gold's Hemlo operation (2016 - 2017) and Nystar's Myra Falls mine (2013 - 2016).

Gaspard De Dreuzy, Director

Mr. de Dreuzy started his career in entertainment as an advisor to Warner Music, then as an executive producer of video game software. He worked with several game developers and publishers including Atari, THQ and Mattel, on popular franchises such as Ready 2 Rumble Boxing for the Xbox, PlayStation and Nintendo consoles. In 2008, Mr. de Dreuzy started and served as CEO of Kapitall, the first online broker for millennials, that he built in partnership with Bank of New York Mellon's Pershing. Mr. de Dreuzy also co-founded fintech startup Trade.it, a leading investing platform. In 2014, Mr. de Dreuzy co-founded and served as the CEO of Pager, a digital health startup pioneering the on-demand care model in the US, for which he raised more than $45 million in venture and strategic funding.

Philip Eytan, Chairman and Director

Mr. Eytan started his career at Morgan Stanley in 2000 as an analyst in Telecom M&A. From 2002 to 2007, he helped manage a large distressed debt book at Cerberus Capital Management. After leaving Cerberus, Mr. Eytan started his own hedge fund. Mr. Eytan has been an avid tech investor since 2007. He was a founding investor in Livestream (sold to IAC in 2017); a founding investor in Socure (cyber fraud prevention company); and an early investor in Uber. In 2014 Mr. Eytan co-founded Pager, a digital health startup at which he is currently the Chief Strategy Officer and a director. Mr. Eytan holds a Bachelor and Masters degree in Finance and Management from HEC Geneva (University of Geneva).

Jeff Lightfoot, Director

Mr. Lightfoot is an active practicing member of the Law Society of British Columbia (since September 1985) and a shareholder of the law firm of Owen Bird Law Corporation, Vancouver, British Columbia. His preferred areas of practice are corporate finance and securities law, with a particular emphasis on the TSX Venture Exchange and Canadian Securities Exchange. He has practiced securities law in Vancouver for more than 30 years. Mr. Lightfoot has been both a director and/or executive officer of a number of reporting issuers over the years. He holds a Bachelor of Laws (LL.B.) degree (1984) from Osgoode Hall Law School, Toronto, Ontario; and a Bachelor of Business Administration (B.B.A.) degree (1981) from Wilfrid Laurier University, Waterloo, Ontario.

Guy Elliott, Director

Mr. Elliott has over 35 years of experience in investment activities ranging from financial market trading and fund management to private equity. Mr. Elliott is founder of F3 Capital Management LLC, an independent alternative asset management and advisory firm. He was a co-founder and is non-executive Chairman of Minds + Machines Group Limited, an AIM-listed technology company. The last 15 years have been spent specifically focused on investing in technology and in natural resources. He has served as a director or officer of several public companies over the years, including AIM listed Polo Resources Ltd, Copper Development Corporation, Aurelian Oil & Gas PLC, Templar Minerals Limited. Mr. Elliott has a BSc in Economics from the London School of Economics.

Jarrett Lilien, Director

Mr Lilien, age 56, is currently the managing partner at Bendigo Partners, a private business providing financial services which he founded in 2008; and is an executive vice president and head of emerging technologies of WisdomTree Investments, Inc. (Nasdaq Global Select Market - WETF), a provider of Exchange Traded Funds and Exchange Traded Products. Mr. Lilien also serves on the boards of The Barton Group, and Investment Technology Group (NYSE: ITG) (where he was interim CEO from August 2007 through January 2008). He was CEO of E*Trade Financial from November 2007 to March 2008.

Serge Kreiker, Chief Technical Officer

Mr. Kreiker has over 15 years of experience working in finance and technology. First at Bloomberg as a software engineer; then tech lead in their trading system department; then as co-founder and Chief Technology Officer of online broker Kapitall and of broker infrastructure platform Tradeit. Mr. Kreiker has experience working with external teams as well as building and managing internal product, design and technology teams from scratch. He holds an undergraduate degree in Computer Science from McGill University and a Master in Engineering and Computer Science from Cornell University.

Advisors

 

The Company intends to engage one or more advisors to assist in the areas of technology, marketing, corporate governance and the like. The initial advisor engaged is:

Oscar Salazar, Advisor

Mr. Salazar is a global leader in building consumer driven mobile applications and experiences. Mr. Salazar is well known for his involvement in UBER as its founding Architect and Chief Technology Officer. Mr. Salazar is also the co-founder and CTO of Pager, a digital health startup that has raised over $45m in funding as an industry leader in the medical services industry.

Mr. Salazar is also a prolific investor and advisor to tech companies such as Rubicon Global, a unicorn tech enhanced waste management startup, and to venture capital funds and private equity firms. Mr. Salazar is also a speaker to major international conferences. Mr. Salazar holds a PhD in telecommunications from Paris Tech, France.

Trading of the Company's shares will resume at the opening on February 11, 2019.

For complete details of the Transaction, Voyager, and the resulting issuer and its business, please refer to the Company's Filing Statement dated January 16, 2019 as filed on SEDAR on January 18, 2019.

ON BEHALF OF

UC RESOURCES LTD.

Stephen Ehrlich

Stephen Ehrlich, CEO

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

None of the securities of the Company or Voyager have been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or "U.S. persons" (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there by any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION : This news release

includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed transactions. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Specifically, there is no assurance the Company will be successful in carrying out its business, or that it will be successful in developing, commercializing or profitably operating a digital platform in the manner described. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.