NEW
YORK, June 22, 2022 /PRNewswire/ - Voyager
Digital Ltd. ("Voyager" or the "Company") (TSX: VOYG) (OTCQX:
VYGVF) (FRA: UCD2) today announced its subsidiary, Voyager Digital
Holdings, Inc. ("VDH"), has entered into a definitive agreement
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 period.
VDH entered into a definitive agreement with Alameda for a US$200
million cash and USDC revolver and a 15,000 BTC revolver
(the "Loan"). As previously disclosed, 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.
In addition to this facility, as of June 20,
2022, Voyager has approximately US$152 million cash and owned crypto assets on
hand, as well as approximately US$20
million of cash that is restricted for the purchase of
USDC.
Alameda's obligation to provide
funding is subject to certain conditions, which include: no more
than US$75 million may be drawn down
over any rolling 30-day period; the Company's corporate debt must
be limited to approximately 25 percent of customer assets on the
platform, less US$500 million; and
additional sources of funding must be secured within 12 months.
This is a summary of the Loan terms; a copy of the Loan agreement
will be filed at http://www.sedar.com.
Voyager concurrently announced that its operating subsidiary,
Voyager Digital, LLC, may issue a notice of default to Three Arrows
Capital ("3AC") for failure to repay its loan. Voyager's exposure
to 3AC consists of 15,250 BTC and $350
million USDC. The Company made an initial request for a
repayment of $25 million USDC by
June 24, 2022, and subsequently
requested repayment of the entire balance of USDC and BTC by
June 27, 2022. Neither of these
amounts has been repaid, and failure by 3AC to repay either
requested amount by these specified dates will constitute an event
of default. Voyager intends to pursue recovery from 3AC and is in
discussions with the Company's advisors regarding the legal
remedies available. The Company is unable to assess at this point
the amount it will be able to recover from 3AC.
Alameda currently indirectly
holds 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" pursuant to Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("MI 61-101"). Voyager is relying on the exemption available under
Section 5.7(1)(f) of MI 61-101 minority shareholder approval
requirement. Additionally, the Loan is exempt from the formal
valuation requirement of MI 61-101 pursuant to Section 5.4(1) of MI
61-101. The Loan Agreement was approved by the Board of Directors
of Voyager.
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 funds
available under the Loan agreement will be available in a timely
manner or, even if available will, together with any other assets
of Voyager be sufficient to safeguard customer assets. It is
uncertain what amount Voyager will be able to recover from 3AC for
non-payment or the legal remedies available to Voyager in
connection with such non-payment or the impact on the future
business, cash flows, liquidity and prospects of Voyager as a
result of 3AC's non-payment. 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. Readers are cautioned that 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, 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
the loan agreement will be available or, even if available will,
together with any other assets of Voyager be sufficient to
safeguard customer assets.
The TSX has not approved or disapproved of the information
contained herein.
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SOURCE Voyager Digital Ltd.