Press Release - The SiLLC Assembly

Arcane Crypto completes the acquisition of Ijort Invest AB (Trijo) and resolves on a directed set-off issue of shares to the sellers following the acquisition

PRESS RELEASE: Arcane Crypto completes the acquisition of Ijort Invest AB (Trijo) and resolves on a directed set-off issue of shares to the sellers following the acquisition

Arcane Crypto AB (“Arcane Crypto” or the “Company”) has, on 20 April 2021, announced that the Company’s subsidiary Arcane Crypto AS had entered into an agreement to acquire the remaining outstanding shares in Ijort Invest AB, which operates the Swedish crypto exchange Trijo (“Trijo”). The purchase price of SEK 32,835,000 is to be settled by issuance of a total of 121,836,734 new shares in Arcane Crypto to the sellers (the “Consideration Shares”) at a subscription price of SEK 0.2695 per share, equal to the price of Arcane Crypto’s share on Nasdaq First North Growth Market on the Business Day immediately prior to signing. Closing of the transaction and issuance of the Consideration Shares has today been completed through a directed set-off issue of shares.

On 20 April 2021, Arcane Crypto announced that the Company’s subsidiary Arcane Crypto AS had entered into an agreement to acquire the remaining outstanding shares in Trijo. As the closing conditions under the agreement have been met, the Board of Directors of Arcane Crypto has today resolved on and completed a directed set-off issue of shares in Arcane Crypto to the sellers in order to settle the Consideration Shares.

By virtue of the authorisation from the Annual General Meeting held on 21 May 2021, the Board of Directors of Arcane Crypto has resolved on and completed a directed set-off issue of 121,836,734 shares, meaning that the Company’s share capital will increase by SEK 444 548,59. The number of issued shares corresponds to a dilution of approximately 1.5 percent of the total number of shares in Arcane Crypto.

The right to subscribe has, with deviation from the shareholders’ preferential rights, been given to the sellers of the shares in Trijo. The reason for the deviation from the shareholders’ preferential rights is to fulfil the Company’s obligations towards the sellers under the agreement and thus set-off the sellers’ claims regarding the purchase price for Trijo. The purchase price of approximately SEK 33 million, values Trijo at SEK 50 million on a 100 percent basis.

Payment was made by way of set-off of the sellers’ claims under the agreement, which corresponds to a subscription price of SEK 0.2695 per share. The subscription price was agreed in the agreement, equal to the price of Arcane Crypto’s share on Nasdaq First North Growth Market on the Business Day immediately prior to signing.

The Consideration Shares are subject to lock-up restrictions vesting with 1/3 on 1 January 2021, 1/3 on the date 18 months after closing of the transaction and 1/3 on the date 24 months after closing of the transaction.

About Trijo:

Trijo is currently the only Swedish-based real-time cryptocurrency exchange and is registered with the Swedish Financial Supervisory Authority. Trijo provides a simple and secure on-boarding process to buy and sell cryptocurrency by, amongst other factors, leveraging BankID for identification and log in. Trijo enables entry-level individuals access to buying and selling cryptocurrencies in an easy to use manner via SEPA transfers and card payments. Trijo is currently offering an in-browser version only, but is in the process of developing an app to be launched in due course.

There are currently around 7,000 KYCed customers on the platform, and the growth is accelerating. The total trading volume in Q1 2021 was EUR 4.4 million, up from EUR 1.1 for Q1 2020 and Trijo added 4,600 new customers in Q1 2021, up from 1,100 for Q1 2020. This implies a growth of almost 300 percent in trading volume as well as a more than 300 percent growth in the number of new customers.

Trijo is currently offering trading pairs in BTC, ETH and LTC vs. EUR. Going forward Trijo has, amongst other plans, a strategy to develop and offer lending and savings products related to crypto currencies.

Trijo also operates the news site Trijo News which is managed independently from the cryptocurrency exchange business.

For further information about Trijo Exchange https://trijo.co/ and Trijo News https://news.trijo.co/.

For further information, please contact:

Torbjørn Bull Jenssen, CEO, Arcane Crypto AB

E-mail: ir@arcanecrypto.no

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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 and Market Rebellion to Form Online Broker Platform for Equities, Options, and Futures Trading

Voyager Digital and Market Rebellion to Form Online Broker Platform for Equities, Options, and Futures Trading

CSE: VYGR
OTCQB: VYGVF
Borse Frankfurt: UCD2

Registered Broker-Dealer to Provide Brokerage for Equities, Options, and Futures Trading Capabilities

NEW YORK, May 5, 2021 – Voyager Digital Ltd. (“Voyager” or the “Company”) (CSE: VYGR) (OTC: VYGVF) (FSE: UCD2), a publicly-traded holding company whose subsidiaries operate licensed crypto-asset trading and investing brokerages, and Market Rebellion, LLC, a leading provider of trading education, content and tools for independent investors, today announced an agreement to operate a new entity focused on providing online brokerage services for equities, options, and futures.

The new entity, operating through its wholly owned subsidiary VYGR Digital Securities, LLC (a FINRA registered broker-dealer) will execute equity trades on behalf of Voyager’s US based crypto-asset licensed brokerage as Voyager brings crypto to equities trading to its customer base through its highly acclaimed platforms. Additionally, Market Rebellion will introduce its large active trading community to the new entity. The business expands on the existing relationship between the companies whereby Market Rebellion, an investor in Voyager, already introduces its crypto trading community to Voyager Digital, LLC.

“Since our beginning, Voyager has always envisioned bringing multiple trading and investing products to our platforms to allow our valuable customers the ability to participate in global markets,” said Stephen Ehrlich, CEO and Co-Founder of Voyager. “The development of VYGR Digital Securities, LLC supports our shared vision of making all assets interchangeable. Through the Voyager App, consumers will be empowered to trade equities, and in the future, options and futures contracts, using cryptocurrencies as their base currency.”

Jon Najarian, Market Rebellion Co-Founder, said, “Our mission is to empower the independent investors we serve with the best trading tools and insights available. This alliance with Voyager is doing just that – giving our members the ability to take advantage of the same cross-trading opportunities as Wall Street professionals.”

The business, which is funded equally by both parties, will bring together, as co-founders, several well-known industry veterans who have been instrumental in shaping the online brokerage industry for the last decades. Said Dirk Mueller-Ingrand, Co-Founder of Market Rebellion, “By applying technologies, which haven’t been utilized in this industry, the new brokerage platform will fundamentally change how millions of independent traders can take control of their own financial destiny.”

Voyager and Market Rebellion will jointly operate the business and expect to scale the business aggressively. The transaction requires FINRA approval.

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 turnkey solution to trade crypto assets. The Voyager Platform provides its customers with competitive price execution through its smart order router and as well as a custody solution 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.

About Market Rebellion, LLC
The co-founders of optionMONSTER and tradeMONSTER — Jon Najarian, Pete Najarian, and Dirk Mueller-Ingrand — launched Market Rebellion, LLC to challenge the status quo of trading and investing by sharing their extensive experience as professional traders to put independent traders on the same footing as large institutional investors for options, equities, cryptocurrencies and more. Drawing on their team’s extensive experience as professional traders and analysts, Market Rebellion provides independent traders with trading ideas, education, content and tools — covering unusual options activity, technical and fundamental analysis, options theory and strategy, trading discipline, investor psychology and more — so that they can take control of their own financial destiny rather than having to rely on big institutions. More info at https://marketrebellion.com.

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.

Forward Looking Statements
Certain information in this press release, including, but not limited to, statements regarding future growth and performance of the business, momentum in the businesses, future adoption of digital assets, and the Company’s anticipated 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 by forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any 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 could differ materially and adversely from those anticipated or implied in the forward-looking statements. Forward looking statements are subject to the risk that the global economy, industry, or the Company’s businesses and investments do not perform as anticipated, that revenue or expenses estimates may not be met or may be materially less or more than those anticipated, that trading momentum does not continue or the demand for trading solutions declines, customer acquisition does not increase as planned, product and international expansion do not occur as planned, risks of compliance with laws and regulations that currently apply or become applicable to the business and those other risks contained in the Company’s public filings, including in its Management Discussion and Analysis and its Annual Information Form (AIF). Factors that could cause actual results of the Company and its businesses to differ materially from those described in such forward-looking statements include, but are not limited to, a decline in the digital asset market or general economic conditions; changes in laws or approaches to regulation, the failure or delay in the adoption of digital assets and the blockchain ecosystem by institutions; changes in the volatility of crypto currency, changes in demand for Bitcoin and Ethereum, changes in the status or classification of cryptocurrency assets, cybersecurity breaches, a delay or failure in developing infrastructure for the trading businesses or achieving mandates and gaining traction; failure to grow assets under management, an adverse development with respect to an issuer or party to the transaction or failure to obtain a required regulatory approval. In connection with the forward-looking statements contained in this press release, the Company has made assumptions that no significant events occur outside of the Company’s normal course of business and that current trends in respect of digital assets continue. Readers are cautioned that Assets Under Management and trading volumes fluctuate and may increase and decrease 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, accordingly, you should not put undue reliance on forward-looking statements, current or past performance, or current or past trends. Information identifying assumptions, risks, and uncertainties relating to the Company are contained in its filings with the Canadian securities regulators available at www.sedar.com. The forward-looking statements in this press release are applicable 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 events or circumstances after that date or to reflect the occurrence of unanticipated events. The Company assumes no obligation to provide operational updates, except as required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law. Readers are cautioned that past performance is not indicative of future performance and current trends in the business and demand for digital assets may not continue and readers should not put undue reliance on past performance and current trends. All figures are in U.S. dollars unless otherwise noted.

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Arcane Crypto AB acquires remaining shares in in Ijort Invest AB, which operates the crypto exchange Trijo, with settlement in shares

PRESS RELEASE: Arcane Crypto AB acquires remaining shares in in Ijort Invest AB, which operates the crypto exchange Trijo, with settlement in shares

Arcane Crypto AS, a wholly owned subsidiary of Arcane Crypto AB (“Arcane Crypto“), has today entered into an agreement to acquire the remaining outstanding shares in Ijort Invest AB, which operates the Swedish crypto exchange Trijo (“Trijo“). The purchase price of approximately SEK 33 million, values Trijo at SEK 50 million on a 100 percent basis. The transaction will be fully settled in shares in Arcane Crypto which will be issued to the sellers (the “Transaction“). Arcane Crypto currently owns 34 percent of the shares in Ijort Invest AB. Closing of the Transaction is inter alia conditional upon customary regulatory approval of Arcane Crypto as owner of Ijort Invest AB.

“We are happy to announce the acquisition of Trijo and their great team” says CEO of Arcane Crypto, Torbjørn Bull Jenssen. “Arcane and Trijo has been working together for several years already. By fully joining forces now, we will use the firepower to together lift Trijo to the next level. We already own and operate the Norwegian cryptocurrency borker Kaupang Krypto, and by acquiring Trjio we are strengthening our Nordic footprint while preparing for our European expantion. The synergies between Trijo and Arcane crypto are clear, and the users should expect rapid product development going forward, including integration with the Bitcoin Lightning Network for faster and cheaper bitcoin transactions”.

“I cannot think of a better company to merge with than Arcane. By becoming an integrated part of Arcane Crypto we will get access to a larger pool of resources and our infrastructure in Trijo could be utilized by the whole Arcane Group in entirely new ways” says CEO of Ijort Invest AB Totte Löfström, “We are really looking forward to further accelerate our growth and expanding our product offering based on this full integration with Arcane Crypto”.

About Trijo:

Trijo is currently the only Swedish-based real-time cryptocurrency exchange and is registered with the Swedish Financial Supervisory Authority. Trijo provides a simple and secure onboarding process to buy and sell cryptocurrency by, amongst other factors, leveraging BankID for identification and log in. Trijo enables entry-level individuals access to buying and selling cryptocurrencies in an easy to use manner via SEPA transfers and card payments. Trijo is currently offering an in-browser version only, but is in the process of developing an app to be launched in due course.

There are currently around 7,000 KYCed customers on the platform, and the growth is acelerating. The total trading volume in Q1 2021 was EUR 4.4 million, up from EUR 1.1 for Q1 2020 and Trijo added 4,600 new customers in Q1 2021, up from 1,100 for Q1 2020. This implies a growth of almost 300 percent in trading volume as well as a more than 300 percent growth in the number of new customers.

Trijo also operates the news site Trijo News which is managed independently from the cryptocurrecy exchange business.

For further information about Trijo Exchange https://trijo.co/ and Trijo News https://news.trijo.co/.

The Transaction:

The purchase price is based on a SEK 50 million valuation of Trijo on a 100 percent basis. The purchase price will be settled by issuance of a total of 121,836,734 new shares in Arcane Crypto to the sellers (the “Consideration Shares”) at a subscription price of SEK 0.2695 per share, equal to the closing price of Arcane Crypto’s share on Nasdaq First North Growth Market on the Business Day immediately prior to signing. The issue of the Consideration Shares corresponds to a dilution of approximately 1.5 percent of the total number of shares in Arcane Crypto. The Consideration Shares will be subject to lock-up restrictions vesting with 1/3 on 1 January 2021, 1/3 on the date 18 months after closing of the transaction and 1/3 on the date 24 months after closing of the transaction. It is contemplated that the Consideration Shares will be issued by the Board under either current authorization or an authorization granted by the Annual General Meeting to be held on 21 May 2021. Closing of the Transaction is inter alia conditional upon customary regulatory approval of Arcane Crypto as owner of Ijort Invest AB.

This information is information that Arcane Crypto is required to publish in accordance with the EU Market Abuse Regulation. The information was submitted, through the agency of the below contact person, for publication on 20 April 2021 at 12:45 CET.

For further information, please contact:

Torbjørn Bull Jenssen, CEO, Arcane Crypto AB

e-mail: post@arcanecrypto.se

web: investor.arcanecrypto.se

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 leg.

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.

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.

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