NEW YORK, June 22, 2022 /PRNewswire/ – Voyager Digital Ltd. (“Voyager” or the “Company”) (TSX: VOYG) (OTCQX: VYGVF) (FRA: UCD2) today announced that its subsidiary, Voyager Digital Holdings, Inc. (“VDH”), has entered into an agreement definitive with Alameda Ventures Ltd. (“Alameda”) related to the previously disclosed credit facility, which is intended to help Voyager meet customer liquidity needs during this dynamic time.
VDH has entered into a definitive agreement with Alameda for a $200 million USDC cash and revolver and a 15,000 BTC revolver (the “Loan”). As previously stated, proceeds from the Credit Facility are intended to be used to protect client assets in light of current market volatility and only if such use is necessary. In addition to this facility, from June 20, 2022Traveling about $152 million cash and crypto assets held on hand, as well as approximately $20 million of cash reserved for the purchase of USDC.
from Alameda the obligation to provide funding is subject to certain conditions, including: no more than $75 million can be drawn over any rolling 30-day period; the company’s corporate debt shall be limited to approximately 25% of client assets on the platform, less 500 million US dollars; and additional funding sources must be obtained within 12 months. This is a summary of the loan conditions; a copy of the loan agreement will be deposited at http://www.sedar.com.
Voyager simultaneously announced that its operating subsidiary, Voyager Digital, LLC, may issue a notice of default to Three Arrows Capital (“3AC”) for non-repayment of its loan. Voyager’s exposure at 3AC consists of 15,250 BTC and $350 million USDC. The Company has made an initial request for reimbursement of $25 million USDC by June 24, 2022and then requested the full balance of USDC and BTC be refunded by June 27, 2022. None of these amounts have been repaid, and failure by 3AC to repay any of the requested amounts by the dates specified will constitute an event of default. Voyager intends to pursue recovery from 3AC and is in discussion with the Company’s advisors regarding available legal remedies. The Company is not in a position to assess at this stage the amount that it will be able to recover from 3AC.
Alameda currently indirectly owns 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 National Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“M 61-101”). Voyager relies on the exemption available under section 5.7(1)(f) of the minority shareholder approval requirement of NI 61-101. In addition, the loan is exempt from the formal valuation requirement of NI 61-101 pursuant to section 5.4(1) of NI 61-101. The loan agreement has been approved by Voyager’s board of directors.
About Voyager Digital Ltd.
The American subsidiary of Voyager Digital Ltd. (TSX: VOYG) (OTCQX: VYGVF) (FRA: UCD2), Voyager Digital, LLC, is a cryptocurrency platform in United States founded in 2018 to bring choice, transparency and profitability to the market. Voyager offers a secure way to trade over 100 different crypto assets using its easy-to-use mobile app. 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.
Certain information contained in this press release, including, but not limited to, statements regarding the company’s future growth and performance, business dynamics, future adoption of digital assets, terms of term sheet and any definitive loan documentation and the company’s expectations of 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. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Voyager’s actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied. – understood by forward-looking statements. In addition, we operate in a highly competitive and rapidly changing environment. New risks appear from time to time. It is not possible for our management to predict all risks, nor to assess the impact of all factors on our business or the extent to which any one factor, or combination of factors, may cause results actual differ significantly from those contained in the forecasts. – forward-looking statements we may make. In light of 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 can be no assurance that funds available under the Loan Agreement will be available on a timely basis or, even if available, together with any other assets of Voyager, will be sufficient to protect Customer Assets. It is uncertain how much Voyager will be able to recover from 3AC in the event of non-payment or the legal remedies available to Voyager in connection with such non-payment or the impact on future business, flows cash flow, liquidity and Voyager’s prospects accordingly. non-payment of 3AC. Forward-looking statements are subject to the risk that the global economy, industry, or the Company’s business and investments may not perform as expected, that revenue or expense estimates may not be met or may be materially lower or higher. expected, that the parties to whom the Company lends assets are able to repay such loans in full and on a timely basis, that business momentum does not continue or that demand for trading solutions declines, that the customer acquisition does not increase as expected, product and international expansion does not occur as expected, risks of compliance with laws and regulations that currently apply or become applicable to the business and other risks contained in the Company’s public documents, including its MD&A and Annual Information Form (AIF). Factors that could cause the actual results of the Company and its business to differ materially from those described in these forward-looking statements include, but are not limited to, a decline in the digital asset market or general economic conditions; changes in laws or regulatory approaches, failure or delay in institutional adoption of digital assets and the blockchain ecosystem; changes in cryptocurrency volatility, changes in demand for Bitcoin and Ethereum, changes in the status or classification of cryptocurrency assets, cybersecurity breaches, delay or failure in the infrastructure development for business activities or mandate fulfillment and progression; the inability to increase assets under management, an adverse development regarding an issuer or party to the transaction or the inability to obtain required regulatory approval. Readers are cautioned that assets on the Platform and trading volumes fluctuate and may rise and fall from time to time and that such fluctuations are beyond the Company’s control. Forward-looking statements, past and present performance and trends are not guarantees of future performance, therefore, you should not place undue reliance on any forward-looking statements, current or past performance, or current or past trends. Information identifying the assumptions, risks and uncertainties relating to the Company is contained in its documents filed with the Canadian securities authorities available at www.sedar.com. The forward-looking statements contained in this press release speak 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 future events. or circumstances. after that date or to reflect the occurrence of unforeseen events, except as 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, no inference should be drawn that it will make additional updates with respect to such or other forward-looking statements, except as required by law. Readers are cautioned that past performance is not indicative of future performance and that current business trends and demand for digital assets may not continue and readers should not place undue reliance on past performance and to current 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 completed on the agreed terms. There can be no assurance that funds available under the Loan Agreement will be available or, even if available, together with any other assets of Voyager, will be sufficient to protect Customer Assets.
The TSX has not approved or disapproved of the information contained herein.
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SOURCE Voyager Digital Ltd.