Voyager Digital Signs Term Sheet for US$200 Million and 15,000 BTC Revolving Line of Credit with Alameda Research

 

Voyager Digital Signs Term Sheet for US$200 Million and 15,000 BTC Revolving Line of Credit with Alameda Research

NEW YORK, June 17, 2022  – Voyager Digital Ltd. (“Voyager” or the “Company”) (TSX: VOYG) (OTCQX: VYGVF) (FRA: UCD2) today announced that the Company signed a non-binding term sheet with Alameda Research to secure a revolving line of credit providing Voyager with access to further capital. The Company pursued this term sheet considering the current crypto market conditions. The proceeds of the credit facility are intended to be used to safeguard customer assets in light of current market volatility and only if such use is needed. Voyager is putting the facility in place to better serve and protect its customers.

“Today’s actions give Voyager more flexibility to mitigate current market conditions and strengthen our relationship with one of the industry leaders,” said Stephen Ehrlich, Chief Executive Officer, Voyager. “Safeguarding customer assets is always our top priority, and ongoing, prudent risk management as well as a strong balance sheet are two ways that we continue to demonstrate that priority.”

The term sheet with Alameda Research provides for revolving term credit facilities each having a term expiring December 31, 2024, and having an annual interest rate of 5% payable on maturity. The first credit facility is a cash/USDC-based credit facility with an aggregate principal amount of US$200 million. The second revolving credit facility is for 15,000 in Bitcoin (BTC). The credit facilities will only be used by Voyager if needed to safeguard customer assets. In addition to the funds available under the credit facilities, Voyager has more than US$200 million on its balance sheet.

Voyager and Alameda are working to execute definitive documentation, which is expected to be completed in the coming days.

About Voyager Digital Ltd.

Voyager Digital Ltd.’s (TSX: VOYG) (OTCQX: VYGVF) (FRA: UCD2) US subsidiary, Voyager Digital, LLC, is a cryptocurrency platform in the United States founded in 2018 to bring choice, transparency, and cost-efficiency to the marketplace. Voyager offers a secure way to trade over 100 different crypto assets using its easy-to-use mobile application. Through its subsidiary Coinify ApS, Voyager provides crypto payment solutions for both consumers and merchants around the globe. To learn more about the company, please visit https://www.investvoyager.com.

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, the terms of the term sheet and any definitive loan documentation 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. There is no assurance that the transactions contemplated by the non-binding term sheet will be completed or if completed they will be on the terms agreed. There is no assurance that the funds available under any definitive loan agreement will be available or if available will, together with any other assets of Voyager be sufficient to safe guard customer assets. 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 parties to whom the Company lends assets are able to repay such loans in full and in a timely manner, 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, except as required by law. 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. There is no assurance that the transactions contemplated by the non-binding term sheet will be completed or if completed they will be on the terms agreed. There is no assurance that the funds available under any definitive loan agreement will be available or if available will, together with any other assets of Voyager be sufficient to safe guard customer assets.

The TSX has not approved or disapproved of the information contained herein.

Press Contacts

Voyager Digital, Ltd.
Voyager Public Relations Team
pr@investvoyager.com

SOURCE Voyager Digital (Canada) 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.

VOYAGER DIGITAL REPORTS REVENUE OF US$102.7 MILLION FOR THE QUARTER ENDED MARCH 31, 2022

VOYAGER DIGITAL REPORTS REVENUE OF US$102.7 MILLION FOR THE QUARTER ENDED MARCH 31, 2022

NEW YORK, May 16, 2022Voyager Digital Ltd. (“Voyager” or the “Company”) (TSX: VOYG) (OTCQX: VYGVF) (FRA: UCD2) one of the fastest-growing, publicly traded cryptocurrency platforms in the United States, today announced revenue and user metrics for the fiscal 2022 third quarter ended March 31, 2022.

“We performed strongly amidst the challenging macroeconomic and lower trading volumes seen across our industry,” said Steve Ehrlich, CEO and Co-founder of Voyager. “Despite market conditions, we continued to deliver customer account and net deposit growth, while continuing to build upon our revenue diversification strategy.”

“With the announcement of the private placement of approximately USD$60 million, the Company has over $225 million of net liquidity, comprised of over $175 million in cash, and approximately $50 million in crypto. With the recent changes to our rewards model and actively addressing our cost structure to ensure an efficient use of capital, we are working toward a goal of returning to positive operating income, after adding back stock-based compensation, in early calendar 2023.  Ehrlich continued, “Additionally, in the quarter we successfully launched our extremely popular moon mode and on-boarded customers to the beta programs for both our debit card and desktop app. The debit card is on target and expected to be deployed to the remainder of the waitlist throughout the quarter and the desktop app is set to be expanded to a wide group of customers.”

The Company announces the following for fiscal 2022 third quarter ended March 31, 2022 Financial and Operational Key Metrics:

  • Revenue for the quarter is $102.7 million, up 70% compared to $60.4 million for the quarter ended March 31, 2021.
  • Operating loss is $43.0 million for the quarter vs an income of $29.8 million for the quarter ended March 31, 2021. Operating loss/income includes stock-based compensation of $5.4 million for the quarter vs $5.3 million for the quarter ended March 31, 2021, respectively.
  • Total verified users on the platform stand at 3.5 million, up 9% from 3.2 million at the quarter ended December 31, 2021.
  • Total funded accounts reached 1,190,000 as of March 31, 2022, up 11% from 1,074,000 at the quarter ended December 31, 2021.
  • Total Assets on Platform decreased to $5.8 billion from $6.0 billion at December 31, 2021.
  • Our headcount increased to 318 as of March 31, 2022, from 250 at December 31, 2021.

All figures are preliminary and unaudited and subject to final adjustment. All amounts are in U.S. dollars, unless otherwise indicated.

The company is also pleased to announce Ashwin Prithipaul as Chief Financial Officer. He comes to Voyager with deep financial leadership experience, including as the former CFO of Galaxy Digital. In conjunction with this, Evan Psaropoulos is moving into a new role as Chief Commercial Officer to build out the Company’s revenue diversification as well as partner with the new CFO in creating cost efficiencies.

“In closing, we strongly believe we are in the early stages of global crypto adoption. Voyager remains very well capitalized to strategically grow our business and serve consumers amidst a rapidly evolving crypto landscape,” Ehrlich added.

Conference Call Details

Voyager will discuss its fiscal 2022 third quarter results today, May 16, 2022, via a conference call at 8:00 a.m. Eastern Time. To access the webcast, please register by clicking here. A live webcast and a replay will be available on the Investor Relations section of the Company’s website at  https://www.investvoyager.com/investorrelations/overview.

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 or forward-looking statements, (collectively referred to as “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 under applicable securities laws. 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 or the interpretation or application of laws and regulations by regulatory authorities, 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, regulatory investigations, enforcement actions or other regulatory action or sanction, 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 on platform, 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 the key metrics disclosed in this press release, including, without limitation, Assets on Platform 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.  Refer to definition of certain Non-IFRS terms in Management’s Discussion and Analysis including Assets On Platform, Adjusted EBITDA and Adjusted Working Capital.  All figures are in U.S. dollars unless otherwise noted.

About Voyager Digital Ltd.

Voyager Digital Ltd.’s (TSX: VOYG) (OTCQX: VYGVF) (FRA: UCD2) US subsidiary, Voyager Digital, LLC, is a fast-growing cryptocurrency platform in the United States founded in 2018 to bring choice, transparency, and cost-efficiency to the marketplace. Voyager offers a secure way to trade over 100 different crypto assets using its easy-to-use mobile application. Through its subsidiary Coinify ApS, Voyager provides crypto payment solutions for both consumers and merchants around the globe. To learn more about the company, please visit https://www.investvoyager.com.

The TSX has not approved or disapproved of the information contained herein.

Press Contacts

Voyager Digital, Ltd.
Kevin Rodriguez
Investor Relations
(212) 547-8807
krodriguez@investvoyager.com

Voyager Public Relations Team
pr@investvoyager.com

Voyager Digital Ltd.
Interim Condensed Consolidated Statements of Financial Position (Unaudited)
(USD, in thousands)

March 31, 2022

June 30, 2021

Assets

Current assets

Cash and cash equivalents

$            99,406

$            193,933

Cash held for customers

112,413

162,852

Crypto assets held ($895.7 million and $0.0 million restricted, respectively)

3,433,142

2,286,399

Crypto assets loaned

2,022,444

393,561

Crypto assets collateral received

227,339

Investments

31,359

Other current assets

16,111

5,839

Total current assets

5,910,855

3,073,943

Goodwill and intangible assets

79,334

559

Other non-current assets

8,695

2,860

Total assets

$          5,998,884

$          3,077,362

Liabilities

Current liabilities

Crypto assets and fiat payable to customers

$          5,482,009

$          2,807,015

Crypto assets collateral payable

227,339

Crypto assets borrowed

36,832

Warrant liability

6,102

23,810

Other current liabilities

16,155

22,644

Total current liabilities

5,731,605

2,890,301

Other non-current liabilities

9,496

739

Total liabilities

5,741,101

2,891,040

Equity

Share capital

408,353

261,908

Share-based payments reserve

30,570

15,125

Warrant reserve

1,144

3,457

Other comprehensive loss

(347)

Accumulated deficit

(181,937)

(94,168)

Total equity

257,783

186,322

Total liabilities and equity

$          5,998,884

$          3,077,362

Voyager Digital Ltd.
Interim Condensed Consolidated Statements of Comprehensive Income/ (Loss) (Unaudited)
(USD, in thousands except for shares data)

Three Months Ended March 31,

Nine Months Ended March 31,

2022

2021

2022

2021

Revenues

Transaction revenue

$         33,386

$          53,736

$       163,402

$          57,418

Fees from crypto assets loaned

31,025

6,702

80,892

8,590

Merchant services

18,347

48,148

Staking revenue

14,359

42,788

Other revenue

5,626

13,868

Total revenues

102,743

60,438

349,098

66,008

Operating expenses

Rewards paid to customers

59,321

7,409

182,014

8,949

Marketing and sales

30,367

8,935

82,082

10,288

Cost of merchant services

17,979

47,184

Share-based payments

5,386

5,271

14,506

6,650

Compensation and employee benefits

12,365

2,476

26,984

4,558

Total compensation and employee benefits

17,751

7,747

41,490

11,208

Trade expenses

2,984

726

14,145

1,069

Customer onboarding and service

3,525

2,677

9,179

2,677

Professional and consulting

6,033

1,141

20,371

2,233

General and administrative

7,743

1,957

20,703

5,327

Total operating expenses

145,703

30,592

417,168

41,751

Income/ (loss) before other income/ (loss)

(42,960)

29,846

(68,070)

24,257

Other income/ (loss)

Change in fair value of crypto assets held

(17,516)

12,953

(24,560)

18,440

Change in fair value of investments

18,977

6,114

29,570

Change in fair value of crypto assets borrowed

(30,030)

(13,584)

(36,282)

Change in fair value of warrant liability

9,981

(98,990)

16,825

(116,092)

Fees on crypto assets borrowed

(1,319)

(2,532)

(1,428)

Total other income/ (loss)

(7,535)

(98,409)

(17,737)

(105,792)

Net income/ (loss) before provision/ (benefit) for
income tax

(50,495)

(68,563)

(85,807)

(81,535)

Provision (benefit) for income tax

10,945

1,962

Net income/ (loss)

(61,440)

(68,563)

(87,769)

(81,535)

Other comprehensive income/ (loss)

Foreign currency translation adjustment

(148)

(14)

(347)

(14)

Total comprehensive income/ (loss)

$          (61,588)

$        (68,577)

$       (88,116)

$       (81,549)

Earnings per share

Basic

$           (0.36)

$          (0.49)

$          (0.53)

$          (0.66)

Diluted

$           (0.36)

$          (0.49)

$          (0.53)

$          (0.66)

SOURCE Voyager Digital (Canada) Ltd.


Disclaimer
This document contains forward-looking statements which are based on the current estimates and assumptions made by the assembly team of SiLLC. Forward-looking statements are characterized by the use of words such as expect, intend, plan, predict, assume, believe, estimate, anticipate, forecast and similar formulations. Such statements are not to be understood as in any way guaranteeing that those expectations will turn out to be accurate. Future performance and the results actually achieved by SiLLC and its affiliated groups depend on a number of risks and uncertainties and may therefore differ materially from the forward-looking statements. Many of these factors are outside SiLLC‘s control and cannot be accurately estimated in advance, such as the future economic environment and the actions of competitors and others involved in the marketplace. SiLLC neither plans nor undertakes to update forward-looking statements.

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 International.


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