Arcane Crypto raises 61 mSEK in directed issue – expects to be cash flow positive from year-end 2021

Arcane Crypto raises 61 mSEK in directed issue – expects to be cash flow positive from year-end 2021

The Board of Directors of Arcane Crypto AB has today, by virtue of the authorization from the Annual General Meeting held on 21 May 2021, resolved on and carried out a directed issue of 300,925,294 units to a group of qualified investors with a proven interest in Arcane Crypto and the cryptocurrency sector. Through the Directed Issue Arcane Crypto will receive proceeds amounting to approximately SEK 61.1 million before deduction of transaction costs, and expect to be cash flow positive from year-end 2021.


“For Arcane, our ability to attract strong investor demand enables us to seize the opportunities in the market quickly and pursue our plans for monetization. The proceeds from the raise will in large part be used towards our establishment of a mining business, which we view as a highly profitable business opportunity that will bring substantial revenue and cash flow to the company. With our mining investments, we expect the Group to be cash flow positive from year-end 2021 and thereby fully funded as is. Arcane is growing fast and the development of the crypto sector is accelerating. It is exciting to see the great investor interest we are receiving, enabling us to bring on a group of high-quality investors, including some existing shareholders such as Morten Klein, with a long-term interest in the sector and the company. With a strengthened balance sheet and investor base, we are now in an even stronger position to grow further.”
Torbjørn Bull Jenssen, CEO Arcane Crypto.


Each unit consists of one (1) share and one (1) warrant of series 2021:5. The subscription price of the units in the Directed Issue amounts to SEK 0.203 per unit, corresponding to a subscription price of SEK 0.203 per share. The warrants were issued free of charge. Each (1) warrant of series 2021:5 entitles the holder to subscribe for one (1) newly issued share in the Company during the period commencing 1 September 2021 up to and including 28 February 2022. The subscription price per share exercised through a warrant of series 2021:5 is SEK 0.2436. Through the Directed Issue Arcane Crypto will receive proceeds amounting to approximately SEK 61.1 million before deduction of transaction costs. Upon full exercise of the warrants of series 2021:5, Arcane Crypto will receive proceeds amounting to approximately an additional SEK 73.3 million.

Arcane Crypto’s Board of Directors has, by virtue of the authorization from the Annual General Meeting held on 21 May 2021, resolved on and carried out the Directed Issue to a group of qualified investors with an interest in the cryptocurrency sector. All units issued have been allotted to the investors.

The subscription price in the Directed Issue amounts to SEK 0.203 per unit, corresponding to a subscription price of SEK 0.203 per share. The warrants were issued free of charge. The subscription price was determined through negotiations with the qualified investors and it is the Board of Directors’ assessment that the subscription price is in accordance with current market conditions. Through the Directed Issue Arcane Crypto will receive proceeds amounting to approximately SEK 61.1 million before deduction of transaction costs. Upon full exercise of the warrants of series 2021:5, Arcane Crypto will receive proceeds amounting to approximately an additional SEK 73.3 million.

Each (1) warrant of series 2021:5 entitles the holder to subscribe for one (1) new share in the Company during the period commencing 1 September 2021 up to and including 28 February 2022. The subscription price per share exercised through a warrant of series 2021:5 is SEK 0.2436. The subscription price, as well as the number of new shares to which each warrant entitles the holder to subscribe, may be recalculated in accordance with customary terms and conditions.

The reasons for the deviation from the shareholders’ pre-emption rights is to raise capital in a time and cost-efficient manner, at attractive terms for the Company from qualified investors with a long-term interest in the cryptocurrency sector. The proceeds from the Directed Issue will be used to further enhance the growth of the Company, with a particular focus on the mining business under establishment, in addition to general corporate purposes. As previously announced, the Company is in the process of negotiating the acquisition of mining equipment.

The Directed Issue will, upon full exercise of the warrants, result in a dilution of approximately 6,85 percent of the number of shares and votes in the Company. Through the Directed Issue, the number of outstanding shares and votes will, upon full exercise of the warrants, increase by 601,850,588 from 8,187,082,572 to 8,788,933,160. The share capital will increase by approximately SEK 2,195,986.595487, from SEK 29 872 403,454820 to approximately SEK 32 068 390,050307.

About Arcane Crypto

Arcane Crypto develops and invests in projects, focusing on bitcoin and digital assets. Arcane operates a portfolio of businesses, spanning the value chain for digital finance. As a group we deliver services targeting payments, investment, and trading. In addition, we have a media and research division.

Arcane has the ambition to become a leading player in the digital assets space by growing the existing businesses, invest in cutting edge projects, and through acquisitions and consolidation.

Subscribe to press releases and financial information: https://investor.arcanecrypto.se/

For more information, please visit: https://www.arcane.no/

The Company is listed on Nasdaq First North Growth Market and Mangold Fondkommission is Certified Adviser, tel. +46 8 5030 1550, e-mail: ca@mangold.se, web: www.mangold.se.

Advisers

Eminova Fondkommission AB is administrating the new issue on behalf of the Company and Törngren Magnell & Partners Advokatfirma KB is legal counsel to the Company in connection with the transaction.

For further information, please contact:

Torbjørn Bull Jenssen, CEO, Arcane Crypto AB
e-mail: post@arcanecrypto.se
web: investor.arcanecrypto.se

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction where such offer would be considered illegal. This press release does not constitute an offer to sell or an offer to buy or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be illegal. This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Arcane Crypto has not authorized any offer to the public of shares or rights in any Member State of the EEA and no prospectus has been or will be prepared in connection with the Directed Issues. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the Directed Issues must be made on the basis of all publicly available information relating to the Company and the Company’s shares.

The information in this press release may not be forwarded or distributed to any other person and may not be reproduced at all. Any forwarding, distribution, reproduction or disclosure of this information in its entirety or in any part is prohibited. Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.

This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors’ decisions regarding the Directed Issues. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company’s website nor any other website accessible through hyperlinks on the Company’s website are incorporated into or form part of this press release.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Arcane Crypto have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Arcane Crypto may decline and investors could lose all or part of their investment; the shares in Arcane Crypto offer no guaranteed income and no capital protection; and an investment in the shares in Arcane Crypto is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Issues.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Arcane Crypto.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Arcane Crypto and determining appropriate distribution channels.

************************

Disclaimer
All transaction are carrying out by SiLLC, a private portfolio management assembly. This document is not an offer of securities for sale or investment advisory services. This document contains general information only and is not intended to represent general or specific investment advice. Past performance is not a reliable indicator of future results and targets are not guaranteed. Certain statements and forecasted data are based on current expectations, current market and economic conditions, estimates, projections, opinions and beliefs of SiLLC and/or its members. Due to various risks and uncertainties, actual results may differ materially from those reflected or contemplated in such forward-looking statements or in any of the case studies or forecasts. All references to SiLLC’s advisory activities relates to SiLLC Assembly International.

Voyager Digital Acquires Leading Global Cryptocurrency Payment Processing Company, Coinify

Voyager Digital Acquires Leading Global Cryptocurrency Payment Processing Company, Coinify

The acquisition accelerates Voyagers international expansion and will diversify the companys products and revenue streams.

CSE: VYGR
OTCQX: VYGVF
Borse Frankfurt: UCD2

NEW YORK, Aug. 2, 2021 – Voyager Digital Ltd. (“Voyager” or the “Company”) (CSE: VYGR) (OTCQX: VYGVF) (FRA: UCD2), the fastest-growing, publicly-traded cryptocurrency platform in the United States, today announced the acquisition of Coinify ApS, a leading cryptocurrency payment platform with a global user base in over 150 countries. The acquisition accelerates Voyager’s international expansion and Voyager’s capabilities into the payment space so that customers will soon be able to make payments directly from their digital asset accounts. The Coinify acquisition also fast-tracks Voyager into the business-to-business payment space.

“As the adoption of cryptocurrency payments gains momentum, the acquisition of Coinify brings a global payment infrastructure to Voyager’s digital asset ecosystem and will give our rapidly growing customer base of over 1.75 million users a fast, easy, and secure way to make payments from their Voyager accounts,” said Stephen Ehrlich, CEO and Co-Founder of Voyager. “Coinify’s core values of innovation, security, and scalability are perfectly aligned with Voyager’s mission of making digital assets accessible throughout the world.”

The Coinify acquisition provides Voyager with an established and effective gateway to the crypto payment industry through its virtual currency payment platform available in Europe, Asia, North America, and South America. Coinify’s global enterprise services include individual payment processing in 15 major cryptocurrencies and transaction settlement in 20 fiat currencies via their easy-to-integrate Coinify API.

“We are excited to join the outstanding, innovative team at Voyager, and become part of Voyager’s market-leading offerings, brand, and community, and to rapidly grow merchants utilizing Coinify’s payment processing technology,” stated Mark Hojgaard, CEO and Co-founder of Coinify. “The combination positions Voyager as the go-to choice for businesses and individuals seeking an efficient transaction vehicle for a wide range of purchases globally.”

Payments are the next step in the growth of Voyager, whose user base grew over 1400% in the first six months of 2021. The company plans to provide payment options to its customers, many of whom are small to midsize business owners. Crypto payment usage has grown substantially over the last 12 months and Voyager will be able to capitalize on that growth with a broadening line of products and services.

Lewis Bateman, Voyager’s Chief International Officer said, “The acquisition of Coinify will greatly accelerate our expansion into Europe and help us meet the growing demand for our current product offering internationally.”

Under the terms of the share purchase agreement, the consideration to Coinify shareholders will consist of 5,100,000 of newly issued shares of Voyager Digital Ltd. common stock and US$15 million in cash. As part of the agreement, the Company will retain US$5.5 million of cash on the Coinify balance sheet. Voyager will retain substantially all current Coinify employees, entering into employment agreements with key members of the management team. The transaction is expected to be immediately accretive to both revenue and cash flow.

Of the 5,100,000 shares, 1,500,000 shares are subject to a lock-up agreement which provides that they may only be sold 30 days after the Closing Date, pursuant to trades that do not in the aggregate exceed 5% of the average daily trading volume,  3,281,250 shares are subject to a lock-up period ending on the earlier of (i) 12 months from the closing date and (ii) the date the Company is listed on NASDAQ and 318,750 of the shares will be issued 12 months from the closing date.

In connection with this transaction, Fort Capital Partners acted as Financial Advisor to Voyager and Stifel KBW acted as Financial Advisor to Coinify. Legal advisors to Voyager were Fasken, Baker McKenzie, and Accura.  Bruun and Hjejle acted as legal advisor to Coinify.

About Voyager Digital Ltd.
Voyager Digital Ltd. is a publicly traded holding company whose subsidiaries operate a crypto-asset platform that provides retail and institutional investors with a seamless solution to invest in and trade crypto assets. The Voyager platform provides customers with competitive price execution through its smart order router and a custody solution on a wide choice of popular digital assets. Voyager was founded by established Wall Street and Silicon Valley entrepreneurs who teamed up to bring a better, more transparent, and cost-efficient alternative for trading cryptocurrencies to the marketplace. Please visit us at https://www.investvoyager.com for more information.

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. 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, 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.

Press Contacts
Michael Legg
Chief Communications Officer, Voyager Digital
(212) 547-8807
mlegg@investvoyager.com

Voyager Public Relations Team 
pr@investvoyager.com

SOURCE Voyager Digital Ltd.

************************

Disclaimer
All transaction are carrying out by SiLLC, a private portfolio management assembly. This document is not an offer of securities for sale or investment advisory services. This document contains general information only and is not intended to represent general or specific investment advice. Past performance is not a reliable indicator of future results and targets are not guaranteed. Certain statements and forecasted data are based on current expectations, current market and economic conditions, estimates, projections, opinions and beliefs of SiLLC and/or its members. Due to various risks and uncertainties, actual results may differ materially from those reflected or contemplated in such forward-looking statements or in any of the case studies or forecasts. All references to SiLLC’s advisory activities relates to SiLLC Assembly International.


Follow Us
The SiLLC Assembly