Voyager Digital Announces Preliminary Fiscal First Quarter 2021 Guidance and Closes C$5.745 Million Private Placement

/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/

All monetary amounts are expressed in Canadian Dollars, unless otherwise indicated.

TORONTO, Sept. 10, 2020 /CNW/ - Voyager Digital Ltd. (CSE: VYGR) ("Voyager" or the "Company") is pleased to announce that after an extremely successful couple of months, the Company is providing the following guidance for its fiscal quarter ending September 30, 2020:

• Preliminary revenue (unaudited) for the fiscal quarter ended September 30, 2020, has increased materially over the prior quarter and is expected to be approximately $2.1 million (U.S) compared to $700,000 (U.S) for the quarter ended June 30, 2020.
• Customer Assets on the Voyager Platform are expected to reach over $70 million (U.S.) at September 30, 2020, compared to approximately $35 million (U.S) at June 30, 2020.

As Voyager continues to see extraordinary and exponential growth in revenue, the number of customers, customer assets, and principal value traded, the Company is also pleased to announce it has completed its previously announced Private Placement of Special Warrants raising gross proceeds of $5,326,610 (the "Financing"). There was strong demand for the Financing, which was led by Stifel GMP, as sole bookrunner, together with Eight Capital (the "Agents").

Pursuant to the Financing, the Company issued special warrants ("Special Warrants") of the Company at a price of $0.85 per Special Warrant. Each Special Warrant is convertible into one unit of the Company (each, a "Unit") without payment of any additional consideration upon certain conditions being met. Each Unit consists of one (1) common share of the Company, (each, a "Common Share") and one–half of one (0.5) common share purchase warrant (each whole common share purchase warrant, a "Warrant"), with each whole Warrant being exercisable to acquire one Common Share of the Company (a "Warrant Share") at an exercise price of C$1.15 per Warrant Share for a term of three (3) years following the closing of the Financing.

The Company will use its commercially reasonable efforts to qualify the distribution of the Common Shares and Warrants issuable upon exercise of the Special Warrants by way of a prospectus ("Qualifying Prospectus") within 90 days following today's closing of the Financing (the "Qualifying Condition"). The securities issued in connection with the Financing are subject to a 4–month hold period from the date of the closing of the Financing (the "Closing Date") unless the Qualifying Prospectus is filed and receipted within that time. If the Qualifying Condition is not met, each Special Warrant will be exercisable (for no additional consideration and with no further action on the part of the holder thereof) for 1.1 Units in lieu of one (1) Unit.The Company will make an application to list the Common Shares, Warrants and Warrant Shares issuable on exercise of the Special Warrants on the Canadian Securities Exchange (the "Exchange"), subject to the Company fulfilling all of the listing requirements of the Exchange. The Special Warrants will not be listed on any stock exchange or over–the–counter market.

The Company is also pleased to announce the closing of a concurrent non-brokered private placement of 500,000 units (the "Non-Brokered Units") at a price of $0.85 per Non-Brokered Unit for gross proceeds of $425,000 (the "Concurrent Financing"). Each Non-Brokered Unit is comprised of one (1) Common Share and one-half of one (0.5) common share purchase warrant (each whole common share purchase warrant comprising the Non-Brokered Units, a "Non-Brokered Warrant"), with each whole Non-Brokered Warrant being exercisable to acquire one Common Share of the Company (a "Non-Brokered Warrant Share"). The Non-Brokered Units are subject to a 4 month hold period from today's closing of the Concurrent Financing. The Company will make an application to list the Non-Brokered Warrants, Common Shares and Non-Brokered Warrant Shares underlying the Non-Brokered Units issued pursuant to the Concurrent Financing on the Exchange, subject to the Company fulfilling all of the listing requirements of the Exchange.

The Company plans to use the net proceeds from the Financing and the Concurrent Financing for working capital and general corporate purposes.

"Voyager has seen exceptional growth over the last few months as the adoption and acceptance of digital assets has accelerated," said Steve Ehrlich, Co-Founder and CEO of Voyager. "This rapid growth has also been fueled by a substantial amount of money being dispersed into the market due to additional government funding. This funding has driven the increasing utilization of digital assets, including many of the decentralized protocols that Voyager's agency brokerage model is able to deliver, giving us the ability to buy, hold and trade these assets in an efficient and secure manner for our customers. To support the increasing adoption of this asset class, we recently launched enhanced interest programs and added new coins to the Voyager Platform. Further, we intend to expand our platform internationally as part of our mission to ensure every trader and investor who wants to participate in the cryptocurrency market has a trusted broker working for them."

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

This news release contains "forward-looking statements" that are based on expectations, estimates, projections and interpretations as at the date of this news release. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "seek", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur, and include, without limitation, statements regarding the use of proceeds of the Financing and Concurrent Financing, the expected timing for obtaining a Final Receipt and receipt of all requisite regulatory approvals, the ability to raise the funds to finance the Company's ongoing business activities and expected financial performance and customer growth. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors may include, but are not limited to, the ability to obtain all requisite regulatory approvals including the approval of the Exchange and those of the securities regulatory authorities in respect of a (final) short form prospectus, the ability to apply the proceeds as intended, the results of business operations; the ability of the Company to acquire further customers; timing and availability of external financing on acceptable terms and those risk factors outlined in the Company's Management Discussion and Analysis as filed on SEDAR. The Company does not undertake to update any forward-looking information except in accordance with applicable securities laws.

SOURCE Voyager Digital (Canada) Ltd.

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