Voyager Digital Ltd.

A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada, other than the province of Québec, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) (the “ U.S. ” or the “ United States ”) and may not be offered, sold or delivered, directly or indirectly, in the United States except as permitted by the Agency Agreement (as defined below) and pursuant to an exemption from registration under the U.S. Securities Act and applicable U.S. state securities laws. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities in the United States. See “Plan of Distribution”.

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Voyager Digital Ltd., at 33 Irving Place, 3rd Floor, New York, New York 10003 (telephone: (212-547-8807), and are also available electronically at www.sedar.com.

PRELIMINARY SHORT FORM PROSPECTUS

New Issue

November 12, 2020

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6,266,600 Units Issuable upon Exercise of 6,266,600 Special Warrants

This short form prospectus (the “ Prospectus ”) qualifies the distribution of 6,266,600 units (the “ Units ”) of Voyager Digital Ltd. (the “ Company ”) issuable for no additional consideration upon the exercise or deemed exercise of 6,266,600 special warrants (the “ Special Warrants ”) issued on September 10, 2020 (the “ Closing Date ”), at a price of $0.85 per Special Warrant (the “ Offering Price ”), to purchasers resident in each of the provinces of Canada other the province of Québec (the “ Qualifying Jurisdictions ”) and to certain purchasers outside of Canada, on a private placement basis pursuant to prospectus exemptions under applicable securities legislation, for aggregate gross proceeds to the Company of $5,326,610 (the “ Offering ”). The Special Warrants were issued pursuant to the terms of a special warrant indenture (the “ Special Warrant Indenture ”) dated September 10, 2020 between the Company and Computershare Trust Company of Canada. Pursuant to the Special Warrant Indenture, each Special Warrant entitles the holder thereof to receive one Unit, comprised of one common share of the Company (a “ Common Share ” and, in respect of a Common Share underlying a Unit, a “ Unit Share ”) and onehalf of one Common Share purchase warrant (a “ Warrant ”), subject to adjustment in certain circumstances in accordance with the Special Warrant Indenture, for no additional consideration upon the exercise or deemed exercise of the Special Warrant. The Units will separate into Unit Shares and Warrants immediately upon issue. This Prospectus qualifies the distribution of the Unit Shares and the Warrants, collectively referred to in this Prospectus as the “ Underlying Securities ”. See “Plan of Distribution”.

Each Warrant will entitle the holder thereof to purchase one Common Share (a “ Warrant Share ”) at a price of $1.15 until September 10, 2023, in accordance with the terms of the warrant indenture (the “ Warrant Indenture ”) dated September 10, 2020 between the Company and Computershare Trust Company of Canada, in its capacity as Warrant agent (the “ Warrant Agent ”).

The Special Warrants were issued in accordance with the terms and conditions of an agency agreement dated September 10, 2020 (the “ Agency Agreement ”) among the Company, Stifel Nicolaus Canada Inc. (“ Stifel ”), as lead agent and sole bookrunner, and Eight Capital (together with Stifel, the “ Agents ”). Pursuant to the Agency Agreement, the Agents agreed to find purchasers for 6,266,600 Special Warrants on a “best efforts” basis, subject to compliance with the terms and conditions contained in the Agency Agreement. The Offering Price and the other terms of the Offering were determined by arm’s length negotiation between the Company and the Agents. The Special Warrants are not available for purchase pursuant to this Prospectus and no additional funds are to be received by the Company from the distribution of the Underlying Securities. See “Plan of Distribution”.

The issued and outstanding Common Shares are listed and posted for trading on the Canadian Securities Exchange (the “ CSE ”) under the symbol “VYGR”. The Common Shares are also listed for trading under the symbol “VYGVF” on the OTCQB Market and “UCD2” on the Frankfurt Stock Exchange. The CSE has approved the Offering and the listing of the Unit Shares and the Warrant Shares issuable upon exercise of the Warrants on the CSE. On November 11, 2020, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the CSE was $1.12. See “Plan of Distribution”.

Per Special Warrant ...................................................................... Total Offering(3)............................................................................ _____	Price to the Public $0.85 $5,326,610	Agents’ Fee(1) $0.06 $372,862.70	Net Proceeds to the Company(2)
			$0.79 $4,953,747.30

Notes:

(1) Pursuant to the Agency Agreement, the Company paid to the Agents a cash fee equal to 7.0% of the gross proceeds of the Offering (the “ Agents’ Fee ”) and such number of non-transferrable compensation warrants (each, a “ Compensation Warrants ”) equal to 7.0% of the number of Special Warrants issued pursuant to the Offering and 7.0% of the number of Units issued pursuant to the Concurrent Private Placement (as defined below). Each Compensation Warrant entitles the holder to purchase one Common Shares at the Offering Price until September 10, 2023. This Prospectus qualifies the distribution of the Common Shares underlying such Compensation Warrants. See “Plan of Distribution”.

(2) Before deducting the expenses of the Offering, being $175,658.51, which, together with the Agent’s Fee, were paid from the proceeds of the Offering, as well as the anticipated expenses in connection with the preparation of the Prospectus (anticipated to be approximately $65,000).

(3) The distribution of the Underlying Securities upon the exercise or deemed exercise of the Special Warrants will not result in any proceeds being received by the Company.

The following table sets out the number of Compensation Warrants that have been issued by the Company in connection with the Offering:

he Offering:
Underwriter’s Position Compensation Warrants	Maximum Number of Securities Available 473,662	Exercise Period Exercisable for a period of 36 months from the Closing Date	Exercise Price
			$0.85 per Unit

The Special Warrants are exercisable by the holders thereof at any time for no additional consideration, and all unexercised Special Warrants will be deemed exercised and surrendered, without any further action or payment of additional consideration by the holders thereof, at 5:00 p.m. (Toronto time) on the day (the “ Automatic Exercise Date ”) that is the earlier of: (i) January 11, 2021, and (ii) the third business day after a receipt or deemed receipt is issued for a (final) short form prospectus (the “ Final Qualification Prospectus ”) by the securities regulatory authorities in each of the Qualifying Jurisdictions, qualifying the Underlying Securities for distribution in the Qualifying Jurisdictions. The Company has agreed to use reasonable commercial efforts to file, and obtain a receipt for, the Final Qualification Prospectus on or before 5:00 p.m. (Toronto time) on the date that is 90 days following the Closing Date (the “ Penalty Date ”). See “Plan of Distribution”. In the event that the Company fails to qualify the distribution of the Underlying Securities in the Qualifying Jurisdictions on or prior to the Penalty Date, the holders of Special Warrants will be entitled to receive an additional number of Units equal to 10% of the number of Units issuable upon the exercise or deemed exercise of the Special Warrants, resulting in each Special Warrant being exercisable for 1.1 Units (such additional Units, the “ Penalty Units ”). This Prospectus also qualifies the distribution of up to 626,660 additional Unit Shares and up to 313,330 additional Warrants issuable on the exercise or deemed exercise of the Penalty Units, if applicable. Unless the context indicates otherwise, references to “Underlying Securities”, “Units Shares” and “Warrants” in this Prospectus include any Unit Shares and Warrants, respectively, issuable pursuant to the Penalty Units and references to “Warrant Shares” in this Prospectus include any Warrant Shares issuable upon exercise of Warrants issuable pursuant to the Penalty Units. See “Plan of Distribution”.

Any Underlying Securities issued upon the exercise of Special Warrants prior to the issuance of a final receipt for the Final Qualification Prospectus will be subject to the relevant hold periods under applicable securities legislation.

The Special Warrants issued under and governed by the Special Warrant Indenture were sold in the Qualifying Jurisdictions through the Agents pursuant to exemptions from applicable prospectus and registration requirements. Special Warrants were sold to, or for the account or benefit of, persons in the United States and U.S. Persons through United States registered brokerdealer affiliates of the Agents to a limited number of “accredited investors” as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act (“ U.S. Accredited Investors ”) and “qualified institutional buyers” (as such term is defined in Rule 144A under the U.S. Securities Act) (“ Qualified Institutional Buyers ”), pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. Special Warrants were also sold in jurisdictions outside of Canada and the United States pursuant to applicable securities law exemptions therein. See “Plan of Distribution”.

There is no market through which the Special Warrants or the Warrants may be sold and purchasers may not be able to resell the Special Warrants or the Warrants acquired pursuant to the Offering. This may affect the pricing of the Special Warrants and the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Special Warrants and the Warrants and the extent of issuer regulation. An investment in the securities of the Company is speculative and involves a significant degree of risk. See “Risk Factors”.

The following directors and officers of the Company reside outside of Canada. Each has appointed the agent for service of process in Canada appearing opposite their name in the table below:

Name of Person	Name and Address of Agent
Stephen Ehrlich	Voyager Digital Ltd. Suite 2900 – 595 Burrard Street, Vancouver, BC, V7X 1J5
Evan Psaropoulos	Voyager Digital Ltd. Suite 2900 – 595 Burrard Street, Vancouver, BC, V7X 1J5
Gerard Hanshe	Voyager Digital Ltd. Suite 2900 – 595 Burrard Street, Vancouver, BC, V7X 1J5
Janice Barrilleaux	Voyager Digital Ltd. Suite 2900 – 595 Burrard Street, Vancouver, BC, V7X 1J5
Michael Legg	Voyager Digital Ltd. Suite 2900 – 595 Burrard Street, Vancouver, BC, V7X 1J5
Philip Eytan	Voyager Digital Ltd. Suite 2900 – 595 Burrard Street, Vancouver, BC, V7X 1J5
Guy Elliott	Voyager Digital Ltd. Suite 2900 – 595 Burrard Street, Vancouver, BC, V7X 1J5
Jarrett Lilien	Voyager Digital Ltd. Suite 2900 – 595 Burrard Street, Vancouver, BC, V7X 1J5
Gaspard De Dreuzy	Voyager Digital Ltd. Suite 2900 – 595 Burrard Street, Vancouver, BC, V7X 1J5
Shingo Lavine	Voyager Digital Ltd. Suite 2900 – 595 Burrard Street, Vancouver, BC, V7X 1J5

Purchasers are advised that it may not be possible for investors to enforce judgements obtained in Canada against any person who resides outside of Canada, even if the party has appointed an agent for service of process.

Except in respect of certain purchasers of Special Warrants who settled directly with the Company and received physical Special Warrant certificates, the Offering was conducted through the non-certificated inventory system maintained by The Canadian Depository for Securities Limited (“ CDS ”) and the Special Warrants issued pursuant to the Offering were registered and deposited with CDS on the Closing Date in electronic form. Except in respect of holders of Special Warrants holding physical certificates or as otherwise agreed to by a holder of Special Warrants and the Company, the Unit Shares and Warrants to be issued upon exercise or deemed exercise of the Special Warrants and the Warrant Shares to be issued upon the exercise of the Warrants will also be registered and deposited in the non-certificated inventory system of CDS and a purchaser of the Special Warrants will not receive a definitive certificate representing the Unit Shares, Warrants or Warrant Shares.

Certain legal matters in connection with the Offering are being reviewed on behalf of the Company by Fasken Martineau DuMoulin LLP and on behalf of the Agents by Miller Thomson LLP.

iii

The head office of the Company is located at 33 Irving Place, 3rd Floor, New York, New York 10003 and its registered office is located at Suite 2900 – 595 Burrard Street, Vancouver, BC, V7X 1J5.

The Company has not authorized anyone to provide purchasers with information different from that contained or incorporated by reference in this Prospectus. An investment in the securities of the Company is highly speculative and involves significant risks that should be carefully considered by prospective investors before purchasing such securities. The risks outlined in this Prospectus and in the documents incorporated by reference herein should be carefully reviewed and considered by prospective investors in connection with an investment in such securities. See “Risk Factors” and “Cautionary Statement Regarding Forward Looking Information”.

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ABOUT THIS PROSPECTUS ............................................................................................................................................... 1 EXCHANGE RATE INFORMATION ................................................................................................................................... 1 FORWARD-LOOKING STATEMENTS ............................................................................................................................... 2 DOCUMENTS INCORPORATED BY REFERENCE .......................................................................................................... 2 ELIGIBILITY FOR INVESTMENT ...................................................................................................................................... 3 THE COMPANY .................................................................................................................................................................... 4 RECENT DEVELOPMENTS ................................................................................................................................................. 4 MATERIAL CHANGES TO CONSOLIDATED CAPITALIZATION ................................................................................. 4 DESCRIPTION OF SECURITIES BEING DISTRIBUTED ................................................................................................. 4 PLAN OF DISTRIBUTION ................................................................................................................................................... 7 USE OF PROCEEDS .............................................................................................................................................................. 9 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ......................................................................... 9 PRIOR SALES ...................................................................................................................................................................... 13 PRICE RANGE AND TRADING VOLUME OF THE SHARES ....................................................................................... 15 RISK FACTORS ................................................................................................................................................................... 15 LEGAL MATTERS .............................................................................................................................................................. 30 AUDITORS AND TRANSFER AGENT AND REGISTRAR ............................................................................................. 31 AGENT FOR SERVICE OF PROCESS ............................................................................................................................... 31 STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION ........................................... 31 CERTIFICATE OF THE COMPANY ................................................................................................................................ C-1 CERTIFICATE OF THE AGENTS .................................................................................................................................... C-2

50257699.2

ABOUT THIS PROSPECTUS

General Advisory

A holder of Special Warrants should read this entire Prospectus, including the documents incorporated herein by reference, and consult its own professional advisors to assess the income tax, legal, risks and other aspects of its investment in the Special Warrants. A holder of Special Warrants should rely only on the information contained in this Prospectus. The Company and the Agents have not authorized anyone to provide holders of Special Warrants with additional or different information. The information contained in this Prospectus is accurate only as of the date of this Prospectus, regardless of the time of delivery of this Prospectus. The Company’s business, financial condition, results of operations and prospects may have changed since the date of this Prospectus. For holders of Special Warrants outside Canada, neither the Company nor the Agents have done anything that would permit the Offering or possession or distribution of this Prospectus in any jurisdiction where action for that purpose is required, other than in Canada (except Québec). Holders of Special Warrants are required to inform themselves about and to observe any restrictions relating to the Offering and the distribution of the Underlying Securities under this Prospectus.

The Company is not, and the Agents are not, making an offer to sell or seeking offers to buy securities in connection with this Prospectus.

Market and Industry Data

Unless otherwise indicated, information contained in this Prospectus or in documents incorporated herein by reference concerning the Company’s industry and the markets in which it operates or seeks to operate is based on information from third party sources, industry reports and publications, websites and other publicly available information, and management studies and estimates. Unless otherwise indicated, the Company’s estimates are derived from publicly available information released by third party sources as well as data from the Company’s own internal research, and include assumptions which the Company believes to be reasonable based on management’s knowledge of the Company’s industry and markets. The Company’s internal research and assumptions have not been verified by any independent source, and the Company has not independently verified any third party information. While the Company believes that such third party information to be generally reliable, such information and estimates are inherently imprecise. In addition, projections, assumptions and estimates of the Company’s future performance or the future performance of the industry and markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in this Prospectus and in the Annual Information Form under “Risk Factors”.

Presentation of Financial Information

The financial statements of the Company incorporated by reference in this Prospectus are presented in United States dollars and have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Certain calculations included in tables and other figures in this Prospectus have been rounded for clarity of presentation.

EXCHANGE RATE INFORMATION

All references to “$”, “C$” or “Canadian dollars” included or incorporated by reference into this Prospectus refer to Canadian dollar values. All references to “US$” or “United States dollars” are used to indicate United States dollar values.

The rate of exchange on November 10, 2020 as reported by the Bank of Canada for the conversion of Canadian dollars into United States dollars was C$1.00 equals US$0.7682 and for the conversion of United States dollars into Canadian dollars was US$1.00 equals C$1.3017.

The following table sets forth, for each of the periods indicated, the high, low and average spot rates for US$1.00 in terms of Canadian dollars, as reported by the Bank of Canada.

High ............... Low ................ Average ..........	Year ended June 30, 2020 (C$) 1.44 1.30 1.34	Year ended June 30, 2019 (C$)
		1.36 1.28 1.32

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Prospectus and the documents incorporated by reference herein constitute forward-looking information within the meaning of applicable securities laws (“ forward-looking statements ”). Forwardlooking statements may relate to the Offering, the use of proceeds of the Offering, the Company’s future outlook or financial position and anticipated events or results and may include statements regarding the financial position, business strategy, budgets, expansion plans, litigation, projected production, projected costs, capital expenditures, financial results, taxes, plans and objectives of or involving the Company. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the Company are forward-looking statements. In some cases, forward-looking information can be identified by such terms as “outlook”, “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue”, “likely”, “schedule”, “objectives”, or the negative or grammatical variation thereof or other similar expressions concerning matters that are not historical facts. Some of the specific forward-looking statements in this Prospectus and in the documents incorporated by reference herein include, but are not limited to, statements with respect to: amounts and use of available funds; anticipated developments in operations in future periods; planned asset acquisitions; future business operations; the adequacy of financial resources; the costs and timing of development of the Company’s business; the costs, timing and receipt of approvals, consents and permits under applicable legislation; executive compensation approaches and practices; and the composition of directors and committees.

Although the forward-looking statements contained in this Prospectus and in the documents incorporated by reference herein are based upon assumptions that management believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the Company’s control, that may cause the Company’s or the industry’s actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the factors contained in the Company’s filings with securities regulators, including the Company’s Annual Information Form (as defined herein) and Management’s Discussion and Analysis (as defined herein) that are incorporated by reference in this Prospectus.

When relying on forward-looking statements to make decisions, the Company cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future results, performance, achievements, prospects and opportunities. The forward-looking statements made in this Prospectus and in the documents incorporated by reference herein relate only to events or information as of the date on which the statements are made in this Prospectus or the respective date of the applicable document incorporated by reference herein. Except as required by law, the Company undertakes no obligation to update or revise publicly any forwardlooking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed with the securities commission or similar authority in each of the provinces of Canada are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) the Company’s annual information form for the year ended June 30, 2020 dated November 1, 2020 (the “ Annual Information Form ”);
(b) the Company’s management information circular dated May 5, 2020 in connection with the annual general meeting of shareholders held on June 18, 2020;

(c) the audited consolidated financial statements of the Company for the financial years ended June 30, 2020 and June 30, 2019, and the notes thereto together with the report of the independent auditors thereon;
(d) management’s discussion and analysis of the Company dated October 28, 2020, for the audited consolidated financial statements referred to in paragraph (c) above (“ Management’s Discussion and Analysis ”); and
(e) the Company’s material change report dated July 20, 2020.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes that prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set out in the document or statement that it modifies or supersedes. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The making of a modifying or superseding statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

Any documents of the type described in Section 11.1 of Form 44-101F1 — Short Form Prospectus Distributions filed by the Company with the various securities commissions or similar authorities in each of the provinces of Canada pursuant to the requirements of applicable securities legislation after the date of this Prospectus and prior to the termination of this distribution of Offered Shares are deemed to be incorporated by reference in this Prospectus.

ELIGIBILITY FOR INVESTMENT

In the opinion of Fasken Martineau DuMoulin LLP, counsel to the Company, and Miller Thomson LLP, counsel to the Agents, based on the current provisions of the Income Tax Act (Canada) and the regulations thereunder (together, the “ Tax Act ”), as of the date hereof, the Unit Shares and Warrants to be acquired pursuant to the exercise or deemed exercise of the Special Warrants, and the Warrant Shares issuable upon the exercise of the Warrants, if issued on the date hereof, would be “qualified investments” under the Tax Act for a trust governed by a registered retirement savings plan (“ RRSP ”), registered retirement income fund (“ RRIF ”), registered education savings plan (“ RESP ”), registered disability savings plan (“ RDSP ”), tax-free savings account (“ TFSA ”) (collectively, “ Registered Plans ”) and a deferred profit sharing plan (“ DPSP ”), each as defined in the Tax Act, provided that, at such time, (i) in the case of Unit Shares and Warrant Shares, the Common Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the CSE and the Frankfurt Stock Exchange), and (ii) in the case of the Warrants, in addition to the foregoing, neither the Company, nor any person with whom the Company does not deal at arm’s length, is an annuitant, a beneficiary, an employer or a subscriber under, or a holder of, such Registered Plan or DPSP.

Notwithstanding that a Unit Shares, Warrant, or Warrant Share may be a “qualified investment” for a Registered Plan, the annuitant under an RRSP or RRIF, the holder of a TFSA or RDSP, or the subscriber of an RESP will be subject to a penalty tax if such Unit Share, Warrant, or Warrant Share is a “prohibited investment” (as defined in the Tax Act) for the Registered Plan. The Unit Shares, Warrants and Warrant Shares will generally not be a “prohibited investment” for a particular Registered Plan provided that the annuitant, holder, or subscriber of the particular Registered Plan, deals at arm’s length with the Company for purposes of the Tax Act and does not have a “significant interest” (as defined in the Tax Act) in the Company. In addition, the Unit Shares and Warrant Shares will not be a prohibited investment if such securities are “excluded property” (as defined in the Tax Act for purposes of these rules) for the particular Registered Plan.

This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular investor. Persons who intend to hold Unit Shares, Warrants, or Warrant Shares in a Registered Plan should consult their own tax advisors with respect to the application of these rules in their particular circumstances.

THE COMPANY

The Company was incorporated pursuant to the Business Corporations Act (British Columbia) on June 25, 1993 under the name “392838 B.C. Ltd.”. The Company changed its name to “Larza Resources Ltd.” on October 1, 1990; to “Dixie Resources Ltd.” on February 20, 1992; to “Curion Venture Corporation” on June 26, 1992; to “UC Resources Ltd.” on October 31, 2001; to “Voyager Digital (Canada) Ltd.” on February 6, 2019; and to “Voyager Digital Ltd.” on July 16, 2020.

The Company is a technology company involved in the business of developing and commercializing a digital platform focused on enabling users to buy and sell digital assets (cryptocurrencies) in one account across multiple centralized or decentralized marketplaces that unite and match buyers and sellers of cryptocurrencies.

The registered office of the Company is located at Suite 2900 – 595 Burrard Street, Vancouver, BC, V7X 1J5, Canada and its head office is located at 33 Irving Place, 3rd Floor, New York, New York 10003

Further information regarding the Company and its business is set out in the Annual Information Form, which is incorporated herein by reference.

RECENT DEVELOPMENTS

There have been no material developments in the business of the Company since October 28, 2020, the date of the Company’s audited consolidated financial statements for the financial years ended June 30, 2020 and June 30, 2019, which have not been disclosed in this Prospectus or the documents incorporated by reference herein.

MATERIAL CHANGES TO CONSOLIDATED CAPITALIZATION

There have been no material changes in the consolidated capitalization of the Company since October 28, 2020, the date of the Company’s audited consolidated financial statements for the financial years ended June 30, 2020 and June 30, 2019, which have not been disclosed in this Prospectus or the documents incorporated by reference herein.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Authorized Share Capital

The following is a summary of the rights, privileges, restrictions and conditions of or attaching to the Common Shares. The Company is authorized to issue an unlimited number of Common Shares, of which 113,264,113 Common Shares are issued and outstanding as of the date of this Prospectus.

Common Shares

Each holder of a Common Share is entitled to: (i) one vote at all meetings of Shareholders; (ii) a pro rata share of any dividends or other distributions declared payable by the Board; and (iii) a pro rata share of any distribution of the Company’s assets on any winding up or dissolution of the Company. There are no pre-emptive rights; conversion or exchange rights; redemption, retraction, purchase for cancellation or surrender provisions; sinking or purchase fund provisions; provisions permitting or restricting the issuance of additional securities; or any other material restrictions or provisions requiring a security holder to contribute additional capital, which are applicable to the Common Shares.

The Company may, if authorized by its directors, purchase, redeem or otherwise acquire any of its issued and outstanding Shares at such price and upon such terms as determined by the Board.

Special Warrants

The Special Warrants were created pursuant to, and are governed by, the terms and conditions set forth in the Special Warrant Indenture . An aggregate of 6,266,600 Special Warrants are outstanding as of the date of this Prospectus. Subject to adjustment in certain instances as set out in the Special Warrant Indenture, each Special Warrant entitles its holder to receive, upon exercise or deemed exercise, one Unit comprising one Unit Share and one-half of one Warrant.

Each Special Warrant shall be deemed exercised and surrendered, without any further action or payment of additional consideration by the holder thereof, at 5:00 p.m. (Toronto time) on the Automatic Exercise Date, unless previously exercised by the holder.

The Company has agreed to use reasonable commercial efforts to file, and obtain a receipt for, the Final Qualification Prospectus on or before the Penalty Date (being the date that is 90 days following the Closing Date). If the Company fails to qualify the distribution of the Underlying Securities in the Qualifying Jurisdictions on or prior to 5:00 p.m. (Toronto time) on the Penalty Date, the holders of Special Warrants will be entitled to receive the Penalty Units, being an additional number of Units equal to 10% of the number of Units issuable upon the exercise or deemed exercise of the Special Warrants, resulting in each Special Warrant being exercisable for 1.1 Units.

The Special Warrants rank pari passu , whatever may be the actual dates of issuance. The Special Warrant Indenture contains provisions for adjustment to the number of Underlying Securities issuable upon the exercise of the Special Warrants, including the amount and kind of securities or other property issuable upon exercise, upon the occurrence of certain stated events, including but not limited to any subdivision or consolidation of the Common Shares, certain distributions of Common Shares or securities exchangeable for or convertible into Common Shares, certain offerings of rights, options or warrants and certain capital reorganizations. The adjustments provided for in the Special Warrant Indenture are cumulative and must be made successively whenever an event that triggers such adjustments occurs, subject to certain conditions.

The Special Warrant Indenture provides that the rights of holders of Special Warrants arising pursuant to the Special Warrant Indenture or otherwise may be modified by “ Extraordinary Resolution ” at a meeting of Special Warrant holders. The Special Warrant Indenture defines an “Extraordinary Resolution” as a resolution proposed to be passed as an extraordinary resolution at a meeting of the Special Warrant holders duly convened for that purpose and held in accordance with the provisions of the Special Warrant Indenture, and carried by not less than 66 2/3% of the votes cast on such resolution. A quorum at a meeting of Special Warrant holders must consist of at least two or more persons present in person and owning or representing by proxy not less than 20% of the aggregate number of the then outstanding Special Warrants. The resolutions and Extraordinary Resolutions duly passed by such holders of Special Warrant are binding on all holders of Special Warrants.

The Special Warrant Indenture provides that, from time to time, the Company and the Special Warrant Agent may, without the consent of the holders of Special Warrants, supplement the Special Warrant Indenture for certain purposes, including but not limited to: (i) giving effect to any Extraordinary Resolution; (ii) modifying the Special Warrant Indenture for any purpose not inconsistent with the provisions of the Special Warrant Indenture, provided that, in the opinion of counsel to the Special Warrant Agent, the rights of the holders of Special Warrants are in no way prejudiced thereby; and (iii) rectifying any ambiguities, defective provisions, errors, mistakes or omissions therein, provided that, in the opinion of the Special Warrant Agent, relying on the advice of counsel, the rights of Special Warrant Agent and of the holders of Special Warrant are not prejudiced thereby.

The Special Warrant Agent, at its principal offices in Vancouver, British Columbia, serves as Special Warrant agent pursuant to the Special Warrant Indenture.

The Company has granted to each holder of a Special Warrant a contractual right of rescission. See “Contractual Right of Rescission”.

The foregoing is a summary description of certain material provisions of the Special Warrant Indenture; it does not purport to be a comprehensive summary and is qualified in its entirety by reference to the more detailed provisions of the Special Warrant Indenture. A copy of the Special Warrant Indenture may be obtained on request without charge from the Corporate Secretary of the Company by sending a written request to 33 Irving Place, 3rd Floor, New York, New York 10003 (telephone: (212-547-8807) or electronically under the Company’s profile on SEDAR at www.sedar.com.

Warrants

The Warrants were created and will be issued pursuant to, and governed by, the terms and conditions set forth in the Warrant Indenture. Each Warrant will entitle the holder thereof to purchase one Warrant Share at the exercise price of $1.15 per Warrant Share until September 10, 2023.

The Warrants rank pari passu , whatever may be the actual dates of issuance. The Warrant Indenture contains provisions for adjustment to the exercise price and the number of Warrant Shares issuable upon the exercise of the Warrants, including the amount and kind of securities or other property issuable upon exercise, upon the occurrence of certain stated events, including but not limited to any subdivision or consolidation of the Common Shares, certain distributions of Common Shares or securities exchangeable for or convertible into Common Shares, certain offerings of rights, options or warrants and certain capital reorganizations. The adjustments provided for in the Warrant Indenture are cumulative and must be made successively whenever an event that triggers such adjustments occurs, subject to certain conditions.

The Warrant Indenture provides that the rights of holders of Warrants arising pursuant to the Warrant Indenture or otherwise may be modified by “Extraordinary Resolution” at a meeting of Warrant holders. The Warrant Indenture defines an “ Extraordinary Resolution ” as, subject to the terms of the Warrant Indenture, a resolution proposed at a meeting of Warrant holders duly convened for that purpose and held in accordance with the Warrant Indenture at which there are present in person or by proxy Warrant holders holding at least 25% of the aggregate number of all then outstanding Warrants and passed by the affirmative votes of Warrant holders holding not less than 66 2/3% of the aggregate number of all then outstanding Warrants represented at the meeting and voted on the poll upon such resolution. The resolutions and Extraordinary Resolutions duly passed by such holders of Warrants are binding on all holders of Warrants.

The Warrant Indenture provides that, from time to time, the Company and the Warrant Agent may, without the consent of the holders of Warrants, supplement the Warrant Indenture for certain purposes, including but not limited to: (i) providing for the issuance of additional Warrants; (ii) giving effect to any Extraordinary Resolution; (iii) modifying the provisions of the Warrant Indenture for the purpose of obtaining a listing or quotation of the Warrants on any stock exchange or quotation system, provided that such provisions are not, in the opinion of the Warrant Agent, relying on the advice of counsel, prejudicial to the interests of the holder of Warrants; and (iv) rectifying any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions, provided that, in the opinion of the Warrant Agent, relying on the advice of counsel, the rights of the Warrant Agent and of the holders of Warrant are not prejudiced thereby.

The Warrants and the Warrant Shares have not been, and will not be, registered under the U.S. Securities Act, or the securities laws of any state of the United States. The Warrants will not be exercisable by or on behalf of a person in the United States or a U.S. Person, unless the holder: (i) (A) is a U.S. Accredited Investor or a Qualified Institutional Buyer who first purchased Special Warrants on the date of original issuance of the Special Warrants by the Company, and (B) signs and delivers an exercise form in the form attached to the Warrant Indenture confirming that the representations, warranties and covenants of the holder set forth in the original subscription agreement with the Company continue to be true and correct; or (ii) delivers an opinion of counsel to the effect that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from registration under the U.S. Securities Act and any applicable U.S. state securities laws. The Warrants issued to, or for the account or benefit of, persons in the United States and U.S. Persons upon exercise of the Special Warrants will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and may be offered, sold, pledged or otherwise transferred only pursuant to an exemption or exclusion from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws (and in compliance with the provisions of the Warrant Indenture and the terms of the original subscription agreement with the Company).

The Warrant Agent, at its principal offices in Vancouver, British Columbia, serves as Warrant agent pursuant to the Warrant Indenture.

The foregoing is a summary description of certain material provisions of the Warrant Indenture; it does not purport to be a comprehensive summary and is qualified in its entirety by reference to the more detailed provisions of the Warrant Indenture. A copy of the Warrant Indenture may be obtained on request without charge from the Corporate Secretary of the Company by sending a written request to 33 Irving Place, 3rd Floor, New York, New York 10003 (telephone: (212-547-8807) or electronically under the Company’s profile on SEDAR at www.sedar.com.

PLAN OF DISTRIBUTION

This Prospectus qualifies the distribution of 6,266,600 Units issuable for no additional consideration upon exercise or deemed exercise of 6,266,600 Special Warrants issued on September 10, 2020, at the Offering Price of $0.85 per Special Warrant, to purchasers in the Qualifying Jurisdictions pursuant to prospectus exemptions under applicable securities legislation. The Special Warrants were issued in accordance with the terms of the Special Warrant Indenture and the terms of the Agency Agreement.

The Special Warrants are not available for purchase pursuant to this Prospectus. No additional consideration will be received by the Company and no fee or commission will be payable by the Company in connection with the distribution of the Underlying Securities upon the exercise or deemed exercise of the Special Warrants.

Pursuant to the Special Warrant Indenture, each Special Warrant entitles the holder thereof to receive one Unit, comprised of one Unit Share and one-half of one Warrant, subject to adjustment in certain circumstances in accordance with the Special Warrant Indenture, for no additional consideration upon the exercise or deemed exercise of the Special Warrants. The Units will separate into Unit Shares and Warrants immediately upon issuance. This Prospectus qualifies the distribution of the Unit Shares and the Warrants.

Each Warrant will entitle the holder thereof to purchase one Warrant Share at a price of $1.15 until September 10, 2023, in accordance with the terms of the Warrant Indenture.

The Special Warrants were issued in accordance with the terms of the Agency Agreement. Pursuant to the Agency Agreement, the Agents agreed to find purchasers for the Special Warrants on a “best efforts” basis, subject to compliance with the conditions contained in the Agency Agreement. The Offering Price and the other terms of the Offering were determined by arm’s length negotiation between the Company and the Agents. Pursuant to the Agency Agreement, the Company paid to the Agents a cash fee equal to 7.0% of the gross proceeds of the Offering and such number of Compensation Warrants equal to 7.0% of the number of Special Warrants issued pursuant to the Offering. Each Compensation Warrant entitles the holder to purchase one Common Shares at the Offering Price until September 10, 2023. This Prospectus qualifies the distribution of the Common Shares underlying such Compensation Warrants. In addition, the Company reimbursed the Agents for certain expenses related to the Offering. The Agents will receive no other fees in connection with the distribution of the Underlying Securities under this Prospectus. There are no payments in cash, securities or other consideration being made, or to be made, to a promoter, finder or any other person or company in connection with the Offering other than the payments to be made to the Agents in accordance with the terms of the Agency Agreement.

In the event that the Company fails to qualify the distribution of the Underlying Securities in the Qualifying Jurisdictions on or prior to the Penalty Date, the holders of Special Warrants will be entitled to receive Penalty Units equal to 10% of the number of Units issuable upon the exercise or deemed exercise of the Special Warrants, resulting in each Special Warrant being exercisable for 1.1 Units. This Prospectus also qualifies the distribution of up to 626,660 additional Unit Shares and up to 313,330 additional Warrants issuable on the exercise or deemed exercise of the Penalty Units, if applicable.

Any Underlying Securities issued upon the exercise of Special Warrants prior to the issuance of a final receipt for the Final Qualification Prospectus will be subject to the relevant hold periods under applicable securities legislation.

The CSE has approved the Offering and the listing of the Unit Shares and the Warrant Shares issuable upon exercise of the Warrants on the CSE.

Warrants were sold to, or for the account or benefit of, persons in the United States and U.S. Persons through United States registered broker-dealer affiliates of the Agents to a limited number of U.S. Accredited Investors and Qualified Institutional Buyers pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. Special Warrants were also sold in jurisdictions outside of Canada and the United States pursuant to applicable securities law exemptions therein.

The Special Warrants, the Unit Shares, the Warrants and the Warrant Shares have not been, and will not be, registered under the U.S. Securities Act or any state securities laws and the Special Warrants and the Warrants may not be exercised by or on behalf of a U.S. Person or a person in the United States unless an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available. Accordingly, the Unit Shares, the Warrants and the Warrant Shares issued to, or for the account or benefit of, persons in the United States and U.S. Persons may bear appropriate legends evidencing the restrictions on the offering, sale and transfer of such securities.

There is no market through which the Special Warrants or the Warrants may be sold, and purchasers may not be able to resell the Special Warrants or the Warrants acquired pursuant to the Offering. This may affect the pricing of the Special Warrants and the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Special Warrants and the Warrants and the extent of issuer regulation. See “Risk Factors”.

The Company has agreed that it shall not, for a period of 90 days following the Closing Date, directly or indirectly, without the prior written consent of Stifel, on behalf of the Agents, which consent must not be unreasonably withheld or delayed, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of the foregoing, or agree to or announce any intention to issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of the foregoing, any additional Common Shares, equity securities or debt securities, or any securities convertible into or exchangeable for Common Shares, equity securities or debt securities, in each case by way of a brokered or non-brokered transaction, except in conjunction with: (i) the Agency Agreement; (ii) any existing option/warrant obligations; (iii) the grant or exercise of stock options and other similar issuances pursuant to any stock option plan or similar share compensation arrangements of the Company in place prior to September 10, 2020 (provided that in the case of new grants, the exercise price of such stock options or compensation arrangement must be no less than the Offering Price); (iv) the grant of restricted share units; (v) the Offering; or (vi) the Concurrent Private Placement (as defined below).

Pursuant to the Agency Agreement, the Company’s executive officers and directors (each, a “ Locked-up Person ”) agreed that they will not, for a period commencing on the Closing Date and ending 90 days thereafter, directly or indirectly, without the prior written consent of the Agents, not to be unreasonably withheld or delayed, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap, or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any Common Shares or other equity securities of the Company (or securities convertible or exercisable into Common Shares or other equity securities) held by them, directly or indirectly, on the Closing Date except in respect of the following: (a) transfers to affiliates of the Locked-up Persons, or any company, trust or other entity owned by or maintained for the benefit of the Locked-up Persons, or (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death of the Locked-up Persons; provided, in each of (a) and (b), that any such transferee must first execute a lock up agreement in substantially the same form agreed to with the Agents covering the remainder of the Lock-up Period, or (c) transfers made pursuant to a bona fide take-over bid made to all holders of voting securities of the Company or similar acquisition or merger transaction, provided that in the event that the take-over or acquisition or merger transaction is not completed, any securities shall remain subject to the restrictions contained in the undertaking, (d) transfers to any nominee or custodian where there is no change in beneficial ownership, for bona fide tax planning purposes including, but not limited to, transfers into a registered retirement savings plan and where the Company’s securities held by the Locked-up Person are still subject to and governed by the original lock-up agreement, or (e) sales to satisfy tax obligations on the exercise of convertible securities.

The Company has agreed, pursuant to the Agency Agreement, to indemnify the Agents and each of their affiliates, directors, officers, employees and agents against certain liabilities, including liabilities under Canadian securities legislation in certain circumstances or to contribute to payments the Agents may have to make because of such liabilities.

Except in respect of certain purchasers of Special Warrants who settled directly with the Company and received physical Special Warrant certificates, the Offering was conducted through the non-certificated inventory system maintained by CDS and the Special Warrants issued pursuant to the Offering were registered and deposited with CDS on the Closing Date in electronic form. Except in respect of holders of Special Warrants holding physical certificates or as otherwise agreed to by a holder of Special Warrants and the Company, the Unit Shares and Warrants to be issued upon exercise or deemed exercise of the Special Warrants and the Warrant Shares to be issued upon the exercise of the Warrants will also be registered and deposited in the non-certificated inventory system of CDS and a purchaser of the Special Warrants will not receive a definitive certificate representing the Unit Shares, Warrants or Warrant Shares.

USE OF PROCEEDS

The net proceeds to the Company from the Offering, after deducting the Agents’ Fee, the expenses of the Offering ($175,658.51) and the anticipated expenses in connection with the preparation of the Prospectus (anticipated to be approximately $65,000), will be approximately $4,713,088.79. The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes. The Company has not definitively determined how all of the net proceeds of the Offering will be spent as any decisions in respect thereof will be dependent upon, among other things, market conditions and competitive pressures which may evolve and develop in the future. As such, the potential uses of proceeds described above are based on the Company’s best estimates as of the date of this Prospectus and are subject to change. See “Risk Factors – Use of Proceeds”.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Fasken Martineau DuMoulin LLP, counsel to the Company, and Miller Thomson LLP, counsel to the Agents, the following is, as at the date of this Prospectus, a summary of the principal Canadian federal income tax considerations that generally apply under the Tax Act to the acquisition, holding and disposition of Unit Shares, Warrants and Warrant Shares, as applicable, that are qualified for distribution under this Prospectus by beneficial holders of such securities. This summary only applies to holders of Unit Shares, Warrants and Warrant Shares who at all relevant times, for purposes of the Tax Act, (i) hold such Unit Shares, Warrants and will hold Warrant Shares as capital property, and (ii) deal at arm’s length and are not “affiliated” (within the meaning of the Tax Act) with the Company and the Agents (each such person, a “ Holder ”). Generally, Unit Shares, Warrants and Warrant Shares will be considered to be capital property to the Holder thereof provided that they are not acquired or held in the course of carrying on a business of buying and selling securities or as part of one or more transactions considered to be an adventure or concern in the nature of trade.

This summary does not apply to a Holder: (i) that is a “financial institution” (as defined in the Tax Act for the purposes of the mark-to-market rules), (ii) an interest in which is a “tax shelter investment” (as defined in the Tax Act), (iii) that is a “specified financial institution” (as defined in the Tax Act), (iv) that has made a “functional currency” election under section 261 of the Tax Act, or (v) that has entered into, or enters into, a “derivative forward agreement” or “synthetic disposition arrangement” (as defined in the Tax Act) with respect to the Unit Shares, Warrants or Warrant Shares. Such holders should consult their own legal and tax advisors.

This summary is based upon the provisions of the Tax Act in force on the date of this Prospectus and counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (“ CRA ”) publicly available prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act which have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date of this Prospectus (the “ Proposed Amendments ”) and assumes that the Proposed Amendments will be enacted in their current form. There can be no assurance that any of the Proposed Amendments will be implemented in their current form or at all. Except for the Proposed Amendments, this summary does not otherwise take into account or anticipate any changes in law, whether by legislative, governmental or judicial decision or action, or changes in the administrative or assessing practices and policies of the CRA. In addition, this summary does not take into account other federal or any provincial, territorial or foreign tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations discussed in this Prospectus.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to a Holder in respect of the transactions described herein. The income or other tax consequences will vary depending on the particular circumstances of the Holder, including the province or provinces in which the Holder resides or carries on business. Accordingly, this summary is of a general nature only and is not intended to be, nor should it be construed

to be, legal or tax advice or representations to any particular Holder. Holders should consult their own legal and tax advisors for advice with respect to the tax consequences of acquiring, holding or disposing of the securities offered under this Prospectus based on their particular circumstances.

Acquisition of Unit Shares and Warrants Upon Exercise of Special Warrants

The exercise or deemed exercise of a Special Warrant will not constitute a disposition of property for purposes of the Tax Act and, consequently, no gain or loss will be realized by a Holder upon the exercise of a Special Warrant to acquire a Unit Share and a Warrant.

The purchase price of a Special Warrant to a Holder must be allocated on a reasonable basis between the Unit Share and the Warrant issuable upon the exercise or deemed exercise of the Special Warrant to determine the cost of each for purposes of the Tax Act. For its purposes, the Company intends to allocate $0.79 to each Unit Share and $0.12 to each full Warrant. Such allocation is not binding on the CRA and counsel express no opinion with respect to such allocation.

The cost to a Holder of a Unit Share acquired upon the exercise or deemed exercise of a Special Warrant must be averaged with the adjusted cost base (determined immediately before the exercise or deemed exercise of the Special Warrant) of all other Common Shares (if any) held by the Holder as capital property at the time immediately prior to the exercise or deemed exercise of the Special Warrant to determine the Holder’s adjusted cost base of the Unit Share.

Exercise of Warrants

The exercise of a Warrant will not constitute a disposition of property for purposes of the Tax Act and, consequently, no gain or loss will be realized by a Holder upon the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder’s cost of the Warrant Share acquired thereby will be the aggregate of the Holder’s adjusted cost base of such Warrant and the exercise price paid for the Warrant Share. The cost to a Holder of a Warrant Share so acquired must be averaged with the adjusted cost base (determined immediately before the exercise of the Warrant) of all other Common Shares (if any) held by the Holder as capital property immediately prior of the exercise of the Warrant to determine the Holder’s adjusted cost base of the Warrant Share.

Resident Holders

The following portion of this summary applies only to a Holder who at all relevant times, for purposes of the Tax Act is or is deemed to be resident in Canada (a “ Resident Holder ”).

Certain Resident Holders who might not otherwise be considered to hold their Unit Shares and Warrant Shares as capital property may, in certain circumstances, be entitled to have their Unit Shares, Warrant Shares and any other “Canadian security” (as defined in the Tax Act), owned by such Resident Holders in the taxation year in which the election is made, and in all subsequent taxation years, treated as capital property by making the irrevocable election pursuant to subsection 39(4) of the Tax Act. This election does not apply to the Warrants. Holders of Unit Shares and Warrant Shares should consult their own tax advisors regarding the potential application and consequences of this election in their particular circumstances.

Expiry of Warrants

Upon the expiry of an unexercised Warrant a Resident Holder will generally realize a capital loss equal to the Resident Holder’s adjusted cost base of such Warrant immediately before its expiry. For a description of the treatment of capital gains and capital losses, see “ Certain Canadian Federal Income Tax Considerations – Resident Holders – Capital Gain / Loss ” below.

Dispositions of Unit Shares, Warrant Shares, or Warrants

On the disposition or deemed disposition by a Resident Holder of Unit Shares or Warrant Shares (other than to the Company, unless purchased in the open market in the manner in which shares are normally purchased by any member of the public in the open market) or Warrants (other than on the exercise of a Warrant and excluding a disposition on the expiry of a Warrant), the Resident Holder will realize a capital gain (or capital loss) equal to the amount by which the Resident Holder’s

proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the aggregate of the adjusted cost base to the Resident Holder of the Unit Shares, Warrant Shares, or Warrants immediately prior to the disposition of deemed disposition.

For a description of the treatment of capital gains and capital losses, see “ Certain Canadian Federal Income Tax Considerations – Resident Holders – Capital Gain / Loss ” below.

Dividends on Unit Shares or Warrant Shares

A Resident Holder will be required to include in computing its income for a taxation year any dividends received by it or deemed to be received by it in the year on any Unit Shares or Warrant Shares owned by it.

In the case of a Resident Holder that is an individual (including certain trusts), the amount of any such dividend will be subject to the dividend gross-up and tax credit rules that generally apply to dividends received from a taxable Canadian corporation, including the enhanced gross-up and dividend tax credit if such dividends are designated as “eligible dividends” by the Company. There may be limitation on the ability of the Company designate dividends as “eligible dividends.”

In the case of a Resident Holder that is a corporation, the amount of any taxable dividend included in the Resident Holder’s income for the taxation year generally will be deductible in computing the Resident Holder’s taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain.

A Resident Holder that is a “private corporation” or a “subject corporation” (each as defined in the Tax Act) generally will be liable under Part IV of the Tax Act to pay a special tax (refundable in certain circumstances) on dividends received or deemed to be received on the Unit Shares or Warrant Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income for the taxation year.

Dividends received by a Resident Holder who is an individual (including certain trusts) may result in such Resident Holder being liable for alternative minimum tax under the Tax Act. Resident Holders who are individuals should consult their own tax advisors in this regard

Capital Gain / Loss

Generally, one-half of the amount of any capital gain (a “ taxable capital gain ”) realized by a Resident Holder in a taxation year must be included in the Resident Holder’s income for the year, and one-half of the amount of any capital loss (an “ allowable capital loss ”) realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the Resident Holder in that year. Allowable capital losses for a taxation year in excess of taxable capital gains for that year may generally be carried back and deducted in any of the three preceding taxation years, or carried forward and deducted in any subsequent taxation year, against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of its Unit Shares or Warrant Shares may be reduced by the amount of dividends received by it on such Common Shares, to the extent and under the circumstances described in the Tax Act. Similar rules apply where a corporation is a member of a partnership or a beneficiary of a trust that receives and disposes of Unit Shares or Warrant Shares, directly or indirectly, through a partnership or a trust. Such Resident Holders should consult their own tax advisors.

A Resident Holder that is throughout the year a “Canadian controlled private corporation” (as defined in the Tax Act) generally will be liable to pay a tax, a portion of which may be refundable, on “aggregate investment income” (as defined in the Tax Act), which includes taxable capital gains.

A capital gain realized by a Resident Holder who is an individual (including certain trusts) may result in such Resident Holder being liable for alternative minimum tax under the Tax Act. Resident Holders who are individuals should consult their own tax advisors in this regard.

Non-Resident Holders

The following portion of this summary only applies to a Holder who at all relevant times, for purposes of the Tax Act, (i) is not resident in Canada or is deemed not to be resident in Canada for the purposes of the Tax Act, (ii) will not use or hold (or be deemed to use or hold) its Unit Shares, Warrants and Warrant Shares in, or in the course of carrying on, a business in Canada, and (iii) is not a person who carries on an insurance business in Canada and elsewhere (a “ Non-Resident Holder ”).

Expiry of Warrants

Upon the expiry of an unexercised Warrant a Non-Resident Holder will generally realize a capital loss equal to the Non-Resident Holder’s adjusted cost base of such Warrant immediately before its expiry. For a description of the treatment of capital gains and capital losses, see “Certain Canadian Federal Income Tax Considerations – Non-Resident Holders - Dispositions of Unit Shares, Warrants or Warrant Shares”.

Dividends on Unit Shares or Warrant Shares

A Non-Resident Holder will be subject to Canadian withholding tax on the amount of any dividends paid or credited or deemed to be paid or credited to it on any Unit Shares or Warrant Shares owned by the Non-Resident Holder. Under the Tax Act, the rate of withholding is 25% of the gross amount of the dividend. The withholding rate may be reduced pursuant to the provisions of an applicable income tax treaty or convention. For example, under the Canada-United States Income Tax Convention (1980), as amended (the “ Canada–US Tax Treaty ”), the withholding rate on any such dividend beneficially owned by a Non-Resident Holder that is a resident of the United States for purposes of the Canada–US Tax Treaty and fully entitled to the benefits of such treaty is generally reduced to 15%.

Dispositions of Unit Shares, Warrants or Warrant Shares

Generally, a Non-Resident Holder will not be subject to tax under the Tax Act in respect of any gain realized on the disposition (or deemed disposition) of its Unit Shares, Warrants and Warrant Shares nor will capital losses arising therefrom be reported under the Tax Act unless such Unit Shares, Warrants or Warrant Shares constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention.

Provided that the Common Shares are listed on a designated stock exchange (which currently includes the CSE and the Frankfurt Stock Exchange) at the time of disposition, the Unit Shares, Warrants and Warrant Shares will generally only be “taxable Canadian property” of a Non-Resident Holder if, at any particular time during the 60-month period immediately preceding the disposition of such Unit Shares, Warrants or Warrant Shares, each of the following conditions are met: (i) the Non- Resident Holder, either alone or together with persons with whom the Non-Resident Holder did not deal at arm’s length or with any partnership in which the Non-Resident Holder or persons with whom the Non-Resident Holder did not deal at arm’s length held a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class of the Company, and (ii) more than 50% of the fair market value of the Common Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource properties” (as defined in the Tax Act), “timber resource properties” (as defined in the Tax Act) and options in respect of, interests in, or civil law rights in, any such properties whether or not the properties exist.

A Unit Share, Warrant or Warrant Share may be deemed to be “taxable Canadian property” in certain other circumstances. Non-Resident Holders should consult their own tax advisors as to whether their Unit Shares, Warrants and Warrant Shares constitute “taxable Canadian property”.

Even if the Unit Shares, Warrants or Warrant Shares are “taxable Canadian property” to a Non-Resident Holder, such Non-Resident Holder may be exempt from tax under the Tax Act on the disposition of such Unit Shares, Warrants or Warrant Shares by virtue of an applicable income tax treaty or convention. Non-Resident Holders whose Unit Shares Warrants or Warrant Shares constitute “taxable Canadian property” should consult their own tax advisors in this regard.

If the Unit Shares, Warrants or Warrant Shares are “taxable Canadian property” to a Non-Resident Holder and such Non-Resident Holder is not exempt from tax under the Tax Act in respect of the disposition of such Unit Shares, Warrants or Warrant Shares pursuant to an applicable income tax treaty or convention, the tax consequences as described above under the headings “Certain Canadian Federal Income Tax Considerations – Resident Holders – Dispositions of Unit Shares, Warrant Shares or Warrants” and “Certain Canadian Federal Income Tax Considerations – Resident Holders – Capital Gain/Loss” will generally apply. In addition, if the Unit Shares, Warrants or Warrant Shares are “taxable Canadian property” to a NonResident Holder, the Non-Resident Holder may in certain circumstances be required to file a Canadian tax return reporting the disposition of such Unit Shares, Warrants or Warrant Shares even if no gain is realized by the Non- Resident Holder on the disposition or the gain is otherwise exempt from Canadian tax under the provisions of an applicable income tax treaty or convention.

PRIOR SALES

The Company has not completed any sales of Common Shares, or securities convertible or exchangeable into Common Shares, during the 12-month period preceding the date of this Prospectus, except as described below:

Date of Issuance	Number of Securities Issued or Granted	Type of Security	Exercise Price/ Price Per Security
December 5, 2019	40,000(1)	Options	$0.30
December 5, 2019	150,000(2)	Options	$0.30
December 6, 2019	743,294(3)	Common Shares	$0.80
December 30, 2019	342,235(3)	Common Shares	$0.215
February 5, 2019	300,000(4)	Options	$0.30
February 15, 2020	4,416,276(3)	Common Shares	$0.25
February 15, 2020	648,484(5)	Common Shares	$0.25
March 23, 2020	966,180(3)	Common Shares	$0.15
March 30, 2020	3,495,156(3)	Common Shares	$0.25
April 21, 2020	300,000(5)	Common Shares	$0.25
April 16, 2020	1,000,000(6)	Options	$0.19
April 23, 2020	1,522,699(7)	Common Shares	$0.195
June 1, 2020	80,000(1)	Options	USD $0.30
June 1, 2020	40,000(8)	Options	USD $0.30
June 11, 2020	515,560(5)	Common Shares	$0.20
June 15, 2020	14,484,440(9)	Common Shares	$0.20
June 15, 2020	7,242,220(9)	Warrants	$0.30
June 15, 2020	595,361(9)	Warrants	$0.30
June 15, 2020	257,780(9)	Warrants	$0.30

July 7, 2020	100,000(4)	Options	$0.85
July 14, 2020	200,000(5)	Common Shares	$0.86
July 28, 2020	20,000(10)	Common Shares	$0.94
July 28, 2020	180,000(1)	Options	$0.85
August 6, 2020	8,095,361	Warrant Exercise	$0.30
August 11. 2020	250,000(1)	Options	$0.86
August 11, 2020	35,000(4)	Options	$0.86
August 14, 2020	35,807(5)	Common Shares	$0.90
August 14, 2020	1,750,000(11)	Options	$0.90
August 20, 2020	150,000(6)	Options	$0.90
August 28, 2020	60,000(1)	Options	$0.94
August 31, 2020	250,000(1)	Options	$0.89
August 31, 2020	20,000(10)	Common Shares	$0.94
August 31, 2020	171,341(12)	Common Shares	USD $0.30
September 10, 2020	6,766,600(10)	Special Warrants	$0.85
September 10, 2020	500,000(3)	Units	$0.85
September 30, 2020	20,000(10)	Common Shares	$0.79
October 29, 2020	150,000(1)	Options	$0.83

______ Notes:

(1) Granted to certain employees, with an expiry date on the 10[th] anniversary of the date of grant. Options vest 25% on the first anniversary of the date of grant and thereafter in equal monthly installments over the subsequent 36 months.
(2) Granted to certain employees, with an expiry date on the 10[th] anniversary of the date of grant, issued as fully vested.
(3) Granted to certain advisors, with an expiry date on the 10[th] anniversary of the date of grant, vesting in equal installments over the subsequent 12 months.
(4) Issued pursuant to a non-brokered private placement of 500,000 Units of the Company for gross proceeds to the Company of $425,000 (the “ Concurrent Private Placement ”). Each Unit entitles the holder thereof to one Common Share and one-half of one Warrant (each whole Warrant being exercisable for one Common Share at a price of $1.15 until September 23, 2023). In connection with the Concurrent Private Placement, the Agents were (i) paid an advisory fee of $29,750, and (ii) issued 35,000 Compensation Warrants (being 7% of the number of Units issued pursuant to the Concurrent Private Placement).
(5) Granted to certain advisors, with an expiry date on the 10[th] anniversary of the date of grant, with 15,000 warrants vesting immediately and the remaining 25,000 vesting in equal installments over the subsequent 15 months.
(6) Granted to certain employees, with an expiry date on the 10[th] anniversary of the date of grant, vesting in equal monthly installments over the subsequent 36 months.
(7) Granted to certain directors of the Company, with an expiry date on the 5[th] anniversary of the date of grant, issued as fully vested.
(8) Exercise of warrants issued in July 2019. The warrants were re-priced by the Company from the original exercise price of $1.05.
(9) Issued in connection with a private placement of 14,484,440 units of the Company at a price of $0.20 per unit, for gross proceeds to the Company of $2,896,888. Each unit of the Company entitles the holder thereof to one Common Share and one-half of one purchase warrant (each whole warrant being exercisable for one Common Share at a price of $0.30 per Common Share for a period of 24 months from the closing date, with an option to accelerate the warrant expiry date in the event that the closing trading price of the Common Shares on the CSE is $0.30 or greater for 10 consecutive trading days).
(10) Issued pursuant to a “shares for debt” settlement.
(11) Issued pursuant to investor relations contracts.
(12) Issued pursuant to the exercise of options.

PRICE RANGE AND TRADING VOLUME OF THE SHARES

The Common Shares are listed and posted for trading on (i) the CSE under the symbol “VYGR”; (ii) the OTCQB Market under the symbol “VYGVF”; and (iii) the Frankfurt Stock Exchange under the symbol “UCD2”. The Common Shares were listed and posted for trading on the TSXV until September 20, 2019. The following table sets forth the market price ranges and trading volumes of the Shares on the CSE for the 12-month period prior to the date of this Prospectus, as reported by the CSE:

Date	High	Low	Average Daily Volume
November 2019	0.54	0.31	26,027
December 2019	0.33	0.19	47,972
January 2020	0.30	0.23	46,321
February 2020	0.49	0.25	124,109
March 2020	0.30	0.17	57,975
April 2020	0.27	0.19	43,740
May 2020	0.34	0.20	47,219
June 2020	0.87	0.30	126,285
July 2020	1.36	0.46	220,871
August 2020	1.04	0.85	74,946
September 2020	1.00	0.65	70,721
October 2020	0.96	0.63	80,567
November 1-11, 2020	1.36	0.97	1,446,484

RISK FACTORS

An investment in the Underlying Securities is subject to a number of risks, including those set forth herein and in the Company’s Annual Information Form and Management’s Discussion and Analysis for the financial years ended June 30, 2020 and June 30, 2019, all of which are incorporated by reference herein. Holders of Special Warrants should carefully consider these risks, in addition to information contained in this Prospectus and the information incorporated by reference herein. If any of these or other risks occur, the Company’s business, prospects, financial condition, results of operations and cash flows could be materially and adversely impacted. In that case, the trading price of the Common Shares could decline and investors could lose all or part of their investment in the Special Warrants and the Underlying Securities. There is no assurance that any risk management steps taken will avoid future loss due to the occurrence of the below described risks or other unforeseen risks. Additional risks and uncertainties not currently known to the Company, or that are currently deemed immaterial, may also materially and adversely affect the Company’s business prospects, financial condition, results of operations or cash flows.

Financial services businesses, including the Company’s, are heavily regulated, which imposes costs on the Company in many ways.

Financial services businesses, including businesses that invest or trade in financial assets (or enable others to do so), are heavily regulated in virtually every developed jurisdiction in the world. This regulation is often costly to comply with for a number of reasons, from costs of a compliance infrastructure to explicit margin or regulatory capital charges; extraordinarily technical, subject to interpretive uncertainty or both; and subject to unpredictable, potentially material change upon the exercise of discretion by a range of legislative, executive, judicial, multinational, self-regulatory and other bodies. As only a few examples, holding or transmitting funds, and trading, brokering or operating certain trading platforms with respect to transactions in securities and commodity interests, are activities that are generally subject to extensive and complex regulation. Alternatively, exemptions from such regulation, when they are available, are often themselves complex and technical and may cause a company to avoid otherwise desirable and profitable business activities as well as to bear increased compliance costs.

All of the foregoing is true for businesses that transact only in traditional, well understood instruments such as fiat currencies and listed equity securities. In other words, operating a financial services or financial technology business typically involves a significant amount of regulatory costs, risks and uncertainty even before introducing the additional complications of cryptocurrencies and other digital assets. These factors, individually and together, may, among other things, materially and adversely affect the Company’s reputation, financial condition, investment and trading strategies and asset value and the value of any investment in the Company.

The Company’s compliance and risk management programs may not be effective and may result in outcomes that could materially and adversely affect the Company’s reputation, financial condition and operating results, among other things.

The Company’s ability to comply with applicable laws and rules is largely dependent on the establishment and maintenance of compliance, review and reporting systems, as well as the ability to attract and retain qualified compliance and other risk management personnel. The Company cannot provide any assurance that its compliance policies and procedures will always be effective or that the Company will always be successful in monitoring or evaluating its risks. In the case of alleged non-compliance with applicable laws or regulations, the Company could be subject to investigations and judicial or administrative proceedings that may result in substantial penalties or civil lawsuits, including by customers, for damages, restitution or other remedies, which could be significant. Any of these outcomes, individually or together, may among other things, materially and adversely affect the Company’s reputation, financial condition, investment and trading strategies, and asset value and the value of any investment in the Company.

Operational risks, such as misconduct and errors of employees or entities with which the Company does business, are difficult to detect and deter and could cause material reputational and financial harm to the Company.

The Company’s employees and agents could engage in misconduct, which may include conducting and concealing unauthorized activities or improper use or unauthorized disclosure of confidential information. It is not always possible to deter misconduct by employees or others, and the precautions that the Company takes to prevent and detect this activity may not be effective in all cases. The Company could be at risk, for example, that its employees could engage in prohibited personal trading of a cryptocurrency or digital asset supported by one of the Company’s platforms, which could lead to actions such as trading suspensions, fines and costs or other regulatory actions, which, in each case, could have a material and adverse effect on the Company.

Furthermore, the Company’s employees could make errors in recording or executing transactions for clients, customers or counterparties, which would likely result in additional and potentially material costs to the Company.

The Company may fail to anticipate or adapt to technology innovations in a timely manner, or at all.

The blockchain and telecommunications markets are experiencing rapid technological changes. Failure to anticipate technological innovations or adapt to such innovations in a timely manner, or at all, may result in the Company’s products becoming obsolete at sudden and unpredictable intervals. To maintain the relevancy of the Company’s products, the Company has actively invested in product planning and research and development. The process of developing and marketing new products is inherently complex and involves significant uncertainties. There are a number of risks, including the following:

(a) the Company’s product planning efforts may fail in resulting in the development or commercialization of new technologies or ideas;
(b) the Company’s research and development efforts may fail to translate new product plans into commercially feasible products;
(c) the Company’s new technologies or new products may not be well received by consumers;
(d) the Company may not have adequate funding and resources necessary for continual investments in product planning and research and development;
(e) the Company’s products may become obsolete due to rapid advancements in technology and changes in consumer preferences; and
(f) the Company’s newly developed technologies may not be protected as proprietary intellectual property

rights.

Any failure to anticipate the next-generation technology roadmap or changes in customer preferences or to timely develop new or enhanced products in response could result in decreased revenue and market share. In particular, the Company may experience difficulties with product design, product development, marketing or certification, which could result in excessive research and development expenses and capital expenditure, delays or prevent the Company’s introduction of new or enhanced products. Furthermore, the Company’s research and development efforts may not yield the expected results, or may prove to be futile due to the lack of market demand.

There are material risks and uncertainties associated with the Company’s anti-money-laundering (“AML”), “know your customer” (“KYC”) and other protocols to detect and deter illegal activity on the Company’s platforms.

The Company seeks to implement and maintain anti-money-laundering, “know your customer” and other policies and procedures that are consistent with applicable U.S. and non-U.S. law and regulation and with financial services industry best practices. Nonetheless, the Company may not be able to prevent illegal activity from occurring on or through its platforms, including the unauthorized use of a validly opened account.

The use of cryptocurrencies or other digital assets for illegal purposes on or through the Company’s platforms, or allegations or investigations with respect to potential such use, could result in significant legal and financial exposure to the Company and damage to the Company’s reputation. Similarly, failure to meet applicable AML/KYC legal and regulatory requirements could result in regulatory fines, sanctions or restrictions, which in each case could materially and adversely affect the Company’s reputation, financial condition, investment and trading strategies, and asset value and the value of any investment in the Company.

Furthermore, the Company will use and rely on third-party service providers to complete key aspects of AML/KYC screenings. Although the Company will perform due diligence on such providers, there can be no assurance that in all events such providers will detect all potential illegal activity or comply with all aspects of applicable law and regulation. If such a provider were to fail to perform to agreed standards or maintain full compliance, it could have a material and adverse effect on the Company’s business and operations.

Financial services companies face substantial litigation and investigation risks.

As an enterprise whose material planned business lines include financial services, the Company will depend to a significant extent on its relationships with its clients and its reputation for integrity and high caliber professional services. As a result, if a client is not satisfied with the Company’s services or if there are allegations of improper conduct by private litigants or regulators, whether the ultimate outcome is favorable or unfavorable to the Company, or if there is negative publicity and press speculation about the Company, whether or not valid, that may harm the Company’s reputation and may be more damaging to the Company’s businesses than to businesses in other non-financial industries.

Furthermore, any regulatory investigation or examination to which the Company becomes subject could result in significant fines or penalties and could result in consent decrees or other regulatory directives that limit the way the Company conducts its business or that require a third-party monitor to assist in overseeing compliance. Any litigation to which the Company becomes party may result in onerous or unfavorable judgments that may not be reversed upon appeal or in payments of substantial monetary damages or fines, or the Company may decide to settle lawsuits on similarly unfavorable terms. Responding to regulatory investigations and lawsuits of the nature described above is costly and time-consuming to management, can generate negative publicity and could materially and adversely affect the Company.

The Company’s use of proprietary and non-proprietary software, data and intellectual property may be subject to substantial risk.

The Company’s investment strategy may rely heavily on the use of proprietary and non-proprietary software, data and intellectual property of the Company and third parties in the digital asset sector. The reliance on this technology and data is subject to a number of important risks. First, the operation of any element of the cryptocurrencies or digital assets network or any other electronic platform may be severely and adversely affected by the malfunction of its technology and the technology of third parties. For example, an unforeseen software or hardware malfunction could occur as a result of a virus or other outside force, or as result of a design flaw in the design and operation of the network or platform. Furthermore, if the Company’s software, hardware, data or other intellectual property is found to infringe on the rights of any third party, the underlying value of the assets of the Company could be materially and adversely affected. The Company also depends for effective distribution of its software products on “app store” platforms, which, if they were disrupted or discontinued for any reason, or if their terms of use or other features were developed in a manner adverse to the Company, could materially and adversely affect the Company.

Cybersecurity breaches and other systems and technology problems may materially and adversely affect the Company.

The information and technology systems used by the Company and other service providers may be vulnerable to damage or interruption from, among other things: computer viruses; network failures; computer and telecommunication failures; infiltration by unauthorized persons; security breaches; usage errors by their respective professionals; power outages; terrorism; and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. If these systems are compromised, become inoperable for extended periods of time or cease to function properly, the Company or a service provider may have to make a significant investment to fix or replace them. The failure of these systems or of disaster recovery plans for any reason could cause significant interruptions in operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). Such a failure could harm the Company’s reputation, subject it to legal claims and otherwise materially and adversely affect the Company.

An active and liquid trading market in the Common Shares may fail to develop.

There can be no assurance that an active and liquid trading market in the Common Shares will develop or, if such a market develops, whether it will be maintained. Furthermore, market-makers in the Common Shares, if any, will be under no obligation to make a market for the Common Shares and will have the ability to discontinue any market-making activities undertaken by them at any time. The Company cannot predict the effect on the market price of the Common Shares if a liquid and active trading market fails to develop or to be maintained. In the absence of an active trading market, relatively small sales may result in a significant negative effect on the price of the Common Shares, increasing volatility. Factors such as government regulation, cryptocurrency price fluctuations, share price movements of peer companies and competitors, as well

as overall market movements, may have a significant impact on the market price of the Company’s securities. The stock market has from time to time experienced extreme price and volume fluctuations, which have often been unrelated to the operating performance of particular companies.

Additional Funding Requirements.

Further expansion of the Company’s business, in the United States, Canada and internationally, may require additional capital; and the ongoing costs of operations may not generate positive cash flow for the near or long term. Although the Company has adequate funds to operate for the next 12 months, there is no assurance that it will be successful in obtaining the required financing for these or other purposes, including for general working capital. The Company’s ability to secure any required financing to sustain operations may depend in part upon prevailing capital market conditions and business success. There can be no assurance that the Company will be successful in its efforts to secure any additional financing or additional financing on terms satisfactory to management. If additional financing is raised by issuance of additional Shares from treasury, control may change and Shareholders may suffer dilution. If adequate funds are not available, or are not available on acceptable terms, the Company may be required to scale back its business plan or cease operating.

Service on Foreign Directors and Officers.

The Company is a corporation formed under the laws of British Columbia, Canada; however its principal place of business is in the United States. Most of the Company’s directors and officers, the Company’s auditors, and the majority of the Company’s assets, are located in the United States.

It may be difficult for investors in the United States to effect service of process within the United States upon those directors who are not residents of the United States or to enforce against them judgments of the United States courts based upon civil liability under the United States federal securities laws or the securities laws of any state within the United States. There is doubt as to the enforceability in Canada against the Company or against any of its non-United States directors, in original actions or in actions for enforcement of judgments of United States courts of liabilities based solely upon the United States federal securities laws or securities laws of any state within the United States.

Similarly, it may be difficult for investors in Canada to effect service of process within Canada upon those directors, officers and experts who are residents of the United States, or to enforce against them judgments of the Canadian courts based upon civil liability under Canadian securities laws. There is doubt as to the enforceability in the United States against any of the Company’s non-Canadian directors, in original actions or in actions for enforcement of judgments of Canadian courts of liabilities based solely upon Canadian law.

Foreign Exchange Risk.

The Company is a Canadian company, and most of its expenses and fund raising is done in Canadian dollars. Most of the expenses and revenues of the Company’s subsidiaries are denominated in United States dollars. As a result, the Company is subject to foreign exchange risks relating to the relative value of the United States dollar as compared to the Canadian dollar. A decline in the United States dollar would result in a decrease in the real value of the Company’s revenues and adversely impact financial performance.

Additional Taxation May Apply to Dividends Paid to Non-Residents.

Any future cash dividends paid on Shares to a non-resident of Canada will be subject to Canadian withholding tax at a rate of 25% unless the rate is reduced under the provisions of an applicable double taxation treaty. Where a non-resident is a United States resident entitled to benefits of the Canada – United States Income Tax Convention (1980) and is the beneficial recipient of the dividends, then the rate of Canadian withholding tax is generally reduced to 15%.

Foreign Exchange Risk to Non-Resident Shareholders.

Any future dividends will be declared in Canadian dollars and converted to foreign denominated currencies at the spot exchange rate at the time of payment. As a consequence, investors are subject to foreign exchange risk. To the extent

that the Canadian dollar strengthens with respect to their currency, the amount of the dividend will be reduced when converted to their home currency.

Permits and licenses.

Certain operations of Voyager Digital Holdings, Inc. (“ VDH ”), formerly “CryptoTrading Holdings Inc.”, a Delaware corporation and a wholly owned subsidiary of the Company, require licenses and permits from various governmental authorities. Presently, to operate in each state of the United States, VDH requires individual state approval to transmit money (fiat and digital). State applications may require significant surety bonds be posted, which may require additional funds be raised by the Company. Should VDH seek to expand its business to include any brokerage services or to operate an Exchange, there will be significant federal and state regulations to be complied with. There can be no assurance that VDH will be able to obtain all necessary licenses and permits that may be required. Furthermore, failure or delays in obtaining necessary approvals for licenses and permits could have a materially adverse effect on the Company’s financial condition and results of operations. As VDH seeks to expand its business outside of the United States, it will need to comply with the laws and regulations of each jurisdiction in which it carries on such business. There is no assurance that VDH will be able to comply with the laws and regulations of each jurisdiction in which it seeks to expand.

Competition from other cryptocurrency companies.

The Company competes with other cryptocurrency and distributed ledger technology businesses and other potential financial vehicles. Market and financial conditions, and other conditions beyond the Company’s control, may make it more attractive for investors to invest in other financial vehicles, or to invest in cryptocurrencies directly which could adversely impact the Company’s business.

Changes in the value of cryptocurrencies may affect trading.

The markets for cryptocurrencies have experienced much larger fluctuations than other markets, and there can be no assurances that erratic swings in price will slow in the future. In the event that the price of cryptocurrency declines, the value of an investment in the Company will likely decline. Several factors may affect the price and volatility of cryptocurrency, which include, but are not limited to: (i) global cryptocurrency demand, depending on the acceptance of cryptocurrency by retail merchants and commercial businesses; (ii) the perception that the use and holding of cryptocurrency is safe and secure, and the related lack of or inconsistency in regulatory restrictions, particularly across various jurisdictions; (iii) conversely, heightened regulatory measures restricting the use of cryptocurrency as a form of payment or the purchase of cryptocurrency; (iv) investors’ expectations with respect to the rate of inflation; (v) interest rates; (vi) currency exchange rates, including exchange rates between cryptocurrency and fiat currency; (vii) fiat currency withdrawal and deposit policies on cryptocurrency exchanges and liquidity on such cryptocurrency exchanges; (viii) interruption of services or failures of major cryptocurrency exchanges; (ix) general governmental monetary policies, including trade restrictions, currency revaluations; (x) global or regional political, economic or financial events and situations, including increased threat or terrorist activities; and/or (xi) self-fulfilling expectations of changes in the cryptocurrency market. As well, momentum pricing is typically associated with assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Momentum pricing of cryptocurrency may result in speculation regarding future appreciation in the value of cryptocurrency. As a result, changing investor confidence could adversely affect an investment in the Company.

Cryptocurrency exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure.

To the extent that cryptocurrency Exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, this could result in a reduction in trading by the public.

Cryptocurrency market prices depend, directly or indirectly, on the prices set on Exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, derivatives and other currencies. For example, during the past few years, a number of BTC Exchanges have been closed due to fraud, business failure or security breaches. In many of these instances, the customers of the closed BTC Exchanges were not compensated or made whole for the partial or complete losses of their account balances in such BTC Exchanges. While smaller Exchanges are less likely to have the infrastructure and capitalization that provide larger Exchanges with additional

stability, larger Exchanges may be more likely to be appealing targets for hackers and “malware” (i.e., software used or programmed by attackers to disrupt computer operation, gather sensitive information or gain access to private computer systems) and may be more likely to be targets of regulatory enforcement action.

Cryptocurrency Exchanges and digital wallets may be hacked. Voyager Digital, LLC, a wholly owned Delaware subsidiary of VDH (“VDL”) Platform or digital wallets may be hacked.

Access to VDL’s coins, maintained in a hosted online wallet, could also be restricted by cybercrime (such as a denial of service attack). Any of these events may adversely affect the operations of VDL and, consequently, its business and profitability.

Pandemics and COVID-19.

The Company cautions that current global uncertainty with respect to the spread of COVID-19 and its effect on the broader global economy may have a significant negative effect on the Company. While the precise impact of the COVID-19 virus on the Company remains unknown, rapid spread of COVID-19 may have a material adverse effect on global economic activity, and can result in volatility and disruption to global supply chains, operations, mobility of people and the financial markets, which could affect interest rates, credit ratings, credit risk, inflation, business, financial conditions, results of operations and other factors relevant to the Company.

The further development and acceptance of the cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate.

The use of cryptocurrencies to, among other things, buy and sell goods and services and complete other transactions, is part of a new and rapidly evolving industry that employs digital assets based upon a computer-generated mathematical and/or cryptographic protocol. The growth of this industry in general, and the use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing, or stopping of the development or acceptance of developing protocols may adversely affect the Company’s operations. The factors affecting the further development of the industry, include, but are not limited to:

Continued worldwide growth in the adoption and use of cryptocurrencies;
Governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency systems;
Changes in consumer demographics and public tastes and preferences;
The maintenance and development of the open-source software protocol of the network;
The availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;
General economic conditions and the regulatory environment relating to digital assets; and
Negative consumer sentiment and perception of cryptocurrencies generally.

Acceptance and/or widespread use of cryptocurrency is uncertain.

Currently, there is relatively small use of cryptocurrencies in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect the Company’s operations, investment strategies, and profitability.

As relatively new products and technologies, cryptocurrency has not been widely adopted as a means of payment for goods and services by major retail and commercial outlets. Conversely, a significant portion of cryptocurrency demand is generated by speculators and investors seeking to profit from the short-term or long-term holding of cryptocurrencies.

The relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace limits the ability of end-users to use them to pay for goods and services. A lack of expansion by cryptocurrencies into retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in their market prices, either of which could adversely impact the Company’s business.

Misuse of cryptocurrencies and malicious actors.

Since the existence of cryptocurrencies, there have been attempts to use them for speculation or malicious purposes. Although lawmakers increasingly regulate the use and applications of cryptocurrencies, and software is being developed to curtail speculative and malicious activities, there can be no assurances that those measures will sufficiently deter those and other illicit activities in the future. Advances in technology, such as quantum computing, could lead to a malicious actor or botnet (a voluntary or hacked collection of computers controlled by networked software coordinating the actions of the computers) being able to alter the blockchain on which cryptocurrency transactions rely. In such circumstances, the malicious actor or botnet could control, exclude or modify the ordering of transactions, or generate new cryptocurrency or transactions using such control. The malicious actor or botnet could double spend its own cryptocurrency and prevent the confirmation of other users’ transactions for so long as it maintains control. Such changes could adversely affect an investment in the Company.

Cryptocurrency is not covered by deposit insurance.

Transactions using cryptocurrency are not covered by deposit insurance, unlike banks and credit unions that provide guarantees or safeguards.

Management experience and dependence on key personnel, employees and third party providers.

The Company’s success is currently largely dependent on the performance of its directors and officers. The management team has specialized expertise within the cryptocurrency industry. The experience of these individuals is a factor which will contribute to the Company’s continued success and growth. The Company is currently relying on its board members and executive officers, as well as independent consultants, for most aspects of the Company’s business. The amount of time and expertise expended on the Company’s affairs by each of its management team and the directors will vary according to the Company’s needs. The loss of any of these individuals could have a material detrimental impact on the Company’s business. The Company does not intend to acquire any key man insurance policies for any of its current executives, and therefore there is a risk that the death or departure of any key member of management, a director, or employee or consultant could have a material adverse effect on the Company’s future. Investors who are not prepared to rely on the Company’s management team and Board should not invest in the Company’s securities.

Arrangement with Metropolitan Commercial Bank (“MC Bank”).

The Company is dependent upon the MC Bank pursuant to the account services agreement between VDH and MC Bank in order for VDL to carry on its business in the majority of states in the United States. The MC Bank acts as agent for VDL and assumes the money services obligations on behalf of VDL. However, should the account services agreement be terminated for any reason, VDL may be unable to carry on business in most states of the United States unless its current applications were accepted or an alternative service arrangement could be arranged.

Uninsured or Uninsurable Risks.

The Company intends to insure its operations in accordance with technology industry practice. However, given the novelty of the business, such insurance may not be available, uneconomical for the Company, or the nature or level may be insufficient to provide adequate insurance cover. The Company may become subject to liability for hazards against which it cannot insure or against which it may elect not to insure because of high premium costs or for other reasons. The payment of any such liabilities would reduce or eliminate the funds available for operations. Payments of liabilities for which the Company does not carry insurance may have a material adverse effect on its financial position.

Limited operating history.

VDH has a relatively limited history of operations in the cryptocurrency sector. VDH will be subject to many risks common to start-up enterprises and its viability must be viewed against the background of the risks, expenses and problems frequently encountered by companies in the early stages of development in new and rapidly evolving markets such as the cryptocurrency market. This includes, without limitation, under-capitalization, cash shortages, limitations with respect to personnel, and lack of revenues and/or other resources (financial or otherwise). The Company does not generate material revenue from operations, and there is no assurance that VDH will develop its business profitably, and the likelihood of success of the Company must be considered in light of VDH’s early stage of operations.

Dividend Risk.

The Company has not paid dividends in the past and does not anticipate paying dividends in the near future. The Company expects to retain earnings to finance further growth and, where appropriate, retire debt.

The regulation of cryptocurrencies and digital assets continues to evolve in every jurisdiction, and governmental, regulatory and other changes or actions may restrict the use of cryptocurrencies and digital assets, the operation of distributed ledger technologies that support such cryptocurrencies and digital assets and platforms that facilitate the trading of such assets.

As cryptocurrencies and digital assets have grown in popularity and in market size, governments, regulators and self-regulators (including law enforcement and national security agencies) around the world are examining the operations of digital asset issuers, users and platforms. to the extent that any Canadian, U.S. or other government or quasi-governmental agency imposes additional substantial regulation on any part of the cryptocurrency industry in general, the issuance of digital assets, and trading and ownership of and transactions involving the purchase and sale or pledge of such assets, may be adversely affected, which could adversely affect the Company’s businesses and investments. The effect of any future regulatory change on digital asset issuers and participants in general is impossible to predict, but such change could materially and adversely affect the Company’s investment and trading strategies, the value of its assets and the value of any investment in the Company.

The legal status of cryptocurrency and digital assets varies substantially from jurisdiction to jurisdiction and is still undefined and changing in many of them. Likewise, various government agencies, departments, and courts have classified and continue to classify cryptocurrencies and digital assets differently. Changes in laws, regulations, policies and practices could have an adverse effect on the Company, its strategies, business and investments. For example, regulatory agencies could shut down or restrict the use of platforms or exchanges using cryptocurrencies, digital assets or blockchain-based technologies or otherwise limit the use of cryptocurrencies. This, and any other changes in laws, regulations, policies and practices, could lead to a loss of any investment made by or in the Company, and may trigger regulatory action by securities or other regulators. Furthermore, various jurisdictions may, in the near future, adopt laws, regulations or directives that affect cryptocurrencies, the related markets and exchanges and the ability to use, trade and hold cryptocurrencies. Such laws, regulations or directives may conflict with one another and may negatively affect the acceptance of cryptocurrencies by users, merchants and service providers and may therefore impede the growth or sustainability of the bitcoin economy in Canada, the United States, the European Union, China, Japan, Russia or other locations and globally, or otherwise negatively affect the value of cryptocurrencies. Although there continues to be uncertainty about the full impact of these and other regulatory changes, the Company may become subject to a more complex regulatory framework in the near future and incur additional costs to comply with new requirements as well as to monitor for compliance with any new requirements in the future.

The Company’s performance will be highly dependent on the future regulatory environment in the United States, which is challenging and unpredictable.

The Company is headquartered in the United States and currently accepts only U.S. customers. Therefore, although the Company intends to extend its operations and user bases to other countries, it is likely that the ability to conduct business in the United States and with U.S. customers will remain critical to the Company’s results and prospects.

For businesses that involve cryptocurrencies or other digital assets, the regulatory environment in the United States has been mixed. Notwithstanding that U.S. legislators and regulators generally express support for innovation in financial markets and products, they have arguably not moved quickly to clarify the status of cryptocurrencies and other digital assets under U.S. laws, especially securities, commodities, banking and money-transmitter laws, or to accommodate proposals for new businesses or offerings. In recent years, the U.S. Securities and Exchange Commission (the “ SEC ”), the United States’ primary securities and financial markets regulator, has taken noteworthy actions to, among other things, sanction many issuers of digital tokens, reject applications for crypto-related exchange-traded funds and suggest that bitcoin and other digital assets are not suitable holdings for traditional investment funds. It is impossible to predict what directions U.S. regulation might take in the future, which depend among other things on agency priorities and budgets, agency personnel turnover and appointments following presidential elections, legislation, judicial decisions, public perception and economic conditions. There can be no assurance that U.S. regulation will advance in a way that is favorable for the Company.

Furthermore, in comparison to traditional securities or commodities markets, U.S. law and regulation remains thinly developed with respect to financial services provided to the cryptocurrency and digital asset markets. Although recent years have seen some guidance emerge with respect to the question of whether a digital asset constitutes a security for certain purposes under U.S. law, there remains little or no clear legal authority or established practice with respect to the application to digital assets of concepts like fungibility, settlement, clearing, trade execution and reporting, collateralization, rehypothecation, custody, repo, margin, restricted securities, short sales, bankruptcy and insolvency and many others. Some or all of these concepts may be needed for crypto-related marketplaces to continue to grow, mature and attract institutional participants; there can be no assurances that rules and practices for such concepts will develop in the United States in a manner that is timely, clear, favorable to the Company or compatible with other jurisdictions’ regimes.

In the United States and in other jurisdictions, the Company may be required to, or may choose to, conduct certain activities through regulated subsidiaries. This will increase the direct and indirect costs of the Company’s compliance with law and regulation and is not guaranteed to be successful as a business matter.

Some of the Company’s current and planned activities, such as with respect to digital tokens that constitute securities under U.S. law, may need to be conducted through an entity that holds certain regulatory registrations or qualifications or meets other standards. As one prominent example, in the United States, a business of acting as a broker or dealer in securities must generally be conducted by an entity that is registered with the SEC as a broker-dealer and is a member of the U.S. Financial Industry Regulatory Authority (“ FINRA ”). In addition, several U.S. states have adopted some level of licensing and regulation of crypto-related businesses, including businesses that generally do not implicate the U.S. federal securities, commodities or banking laws. For example, New York State’s primary financial regulator in 2015 promulgated a “BitLicense” regime for so-called “virtual currency business activities,” which include a wide range of crypto-related activities, including custody and dealing, if they involve New York State or a resident of New York State.

The Company’s philosophy has been to prepare for cryptocurrencies and digital assets to exist within a progressively more complex regulatory landscape. The Company currently has a subsidiary, VYGR Digital Securities, that is a member of FINRA and of the U.S. National Futures Association and is authorized to conduct certain activities in securities and commodities. The Company and its subsidiaries also hold money-transmitter or similar licenses in almost all U.S. states. To the extent that the Company launches an asset-management business—and depending in significant part on future legal interpretations and the development of the regulatory landscape in the United States and elsewhere—the Company could, for example, be required to have a subsidiary that is registered as an investment adviser with the SEC or one or more U.S. states, or as a commodity trading advisor or commodity pool operator with the U.S. Commodity Futures Trading Commission.

In general, holding regulatory registrations and qualifications may enable the Company to conduct lawfully certain activities, particularly client- or customer-facing ones, in certain jurisdictions, such as the United States, that the Company believes will be profitable or otherwise desirable in the context of the Company’s business plan. On the other hand, regulated businesses typically have much higher costs of compliance, including recordkeeping, auditing and training; must comply with customer protection rules and business practice codes that may be constraining, and with valuation and accounting policies that may be difficult to adapt and apply to digital assets; may be regularly examined by organizations such as FINRA; and may have to meet regulatory capital or similar requirements beyond what the Company would otherwise view as optimal. For example, broker-dealers are generally subject to regulatory capital requirements promulgated by the applicable regulatory and exchange authorities in the United States or in other jurisdictions where they operate, and the failure to maintain required

regulatory capital may lead to suspension or revocation of a broker-dealer registration and suspension or expulsion by a regulatory body.

At the same time, regulatory registrations and qualifications typically provide no assurance that the Company will ultimately be permitted to conduct any particular business or activity; such permission typically remains subject to broad regulatory discretion to approve, deny or condition based upon sometimes nebulous concepts of customer protection or market integrity. This factor could be particularly problematic in the case of novel markets and products, including not only existing cryptocurrencies and other digital assets but also new and innovative assets or technologies hoped to be developed in the future.

If, overall, the various direct and indirect legal and compliance costs referred to in the foregoing are greater than the net business or product access provided by qualification under applicable regulatory regimes, it is likely to, among other things, materially and adversely affect the Company’s reputation, financial condition, investment and trading strategies and asset value and the value of any investment in the Company.

The Company will be required to avoid “investment company” status under U.S. law or comparable laws in other jurisdictions.

In general, under the U.S. Investment Company Act of 1940 , a company that has many U.S. securityholders and conducts businesses relating to securities could, depending on complex factors relating to its activities and holdings of investment securities, be deemed to be an “investment company.” Investment company status is broadly incompatible with the Company’s business plans (and with its status as a non-U.S. issuer). If the Company were determined to be deemed to be an investment company, the Company might be required to significantly restructure its businesses or cease operations altogether.

The Company intends that its current and future activities not cause the Company to be deemed to be an investment company. To the extent that the Company and its subsidiaries hold and transact in cryptocurrencies that do not constitute securities, the Company believes that such holdings and transactions will not cause the Company to be deemed to be an investment company. Furthermore, to the extent that holding and transacting security tokens or security derivatives takes place in broker-dealer subsidiaries of the Company, the Company believes that such holdings and transactions could qualify for an Investment Company Act exception and therefore likewise not cause the Company to be deemed to be an investment company. There is currently little or no guidance or legal authority, however, with respect to the application of Investment Company Act of 1940 principles and tests to crypto-related businesses, and there can be no assurance that such guidance or authority, if forthcoming, would be favorable to the Company. The Company could face a similar situation in other, non-U.S. jurisdictions.

The continuing development and acceptance of cryptocurrencies, digital assets and distributed ledger technology are subject to a variety of risks.

Cryptocurrencies, such as bitcoin, and the other types of digital assets in which the Company will invest and trade involve a new and rapidly evolving industry of which blockchain technology is a prominent, but not unique, part. The growth of the cryptocurrency industry in general, and distributed ledger technology that supports such cryptocurrencies in particular, is subject to a high degree of uncertainty. The factors affecting the further development of the cryptocurrency industry, as well as distributed ledger technology, include: continued worldwide growth in the adoption and use of cryptocurrencies; government and quasi-government regulation of digital assets and their use, or restrictions on or regulation of access to and operation of applicable distributed ledger technology or systems that facilitate their issuance and secondary trading; the maintenance and development of the open-source software protocol of certain blockchain networks used to support cryptocurrencies; changes in consumer demographics and public tastes and preferences; the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; and general economic conditions and the regulatory environment relating to cryptocurrencies.

The Company’s planned business and operations includes the collection of fees from issuers of new cryptocurrencies to offer the ability for the Company’s customers to interact (buy, sell, trade) with such new cryptocurrency on the Company’s platform. The Company may be exposed to increased business and litigation risk as a result. For example, the Company may

be subject to claims from its customers who may have relied on the Company to conduct, or have a process to conduct, due diligence on new cryptocurrencies listed on the Company’s platform. In addition, a reduction in the adoption of cryptocurrency may result in the Company’s inability to generate revenue from the listing of new cryptocurrencies.

A decline in the adoption and use of cryptocurrencies would materially and adversely affect the performance of the Company.

Because cryptocurrency is a relatively new asset class and a technological innovation, it is subject to a high degree of uncertainty. As a related but separate issue from that of the regulatory environment, the adoption, growth and longevity of any cryptocurrency will require growth in its usage and in the blockchain for various applications. A lack of expansion in use of cryptocurrencies and blockchain technologies would adversely affect the financial performance of the Company. In addition, there is no assurance that any cryptocurrency or cryptocurrencies generally will maintain their value over the long term. The value of any cryptocurrency is subject to risks related to its use. Even if growth in the use of any cryptocurrency or of cryptocurrencies generally occurs in the near or medium term, there is no assurance that such use will continue to grow over the long term. A contraction in use of any cryptocurrency or cryptocurrencies generally may result in increased volatility or a reduction in prices, which would materially and adversely affect the Company’s investment and trading strategies, the value of its assets and the value of any investment in the Company.

Banks may decline to provide banking services, or may cut off banking services, to companies engaged in cryptocurrency or digital asset-related businesses, including the Company.

A number of companies that provide cryptocurrency or digital asset-related services have been unable to find banks that are willing to provide them with bank accounts and banking services. Similarly, a number of such companies have had their existing bank accounts closed by their banks. Banks may refuse to provide bank accounts and other banking services to cryptocurrency or digital asset-related companies, including the Company, for a number of reasons, such as perceived compliance risks or costs. The Company’s inability to procure or keep banking services would have a material and adverse effect on the Company. Similarly, continued general banking difficulties may decrease the utility or value of cryptocurrencies and digital assets or harm public perception of those assets. Any of these occurrences could materially and adversely affect the Company’s investment and trading strategies, the value of its assets and the value of any investment in the Company.

The prices of cryptocurrencies and digital assets are extraordinarily and unprecedentedly volatile.

A significant portion of demand for cryptocurrencies and other digital assets is generated by speculators and investors seeking to profit from the short-term or long-term holding of these cryptocurrencies or digital assets. Speculation regarding future appreciation in the value of a cryptocurrency or digital asset may inflate and make more volatile the price of that cryptocurrency or digital asset. Conversely, only a limited number of cryptocurrencies, including bitcoin, have recently become sometimes accepted as a means of payment for some goods and services, and use of cryptocurrencies by consumers to pay at retail and commercial outlets remains very limited. A lack of expansion by cryptocurrencies into retail and commercial markets, or a contraction of such limited use as has developed to date, may result in increased volatility or a reduction in the value of that cryptocurrency or cryptocurrencies generally, either of which could materially and adversely affect the Company’s investment and trading strategies, the value of its assets and the value of any investment in the Company.

Several factors affect the price and the volatility of cryptocurrencies, including global cryptocurrency demand depending on the acceptance of cryptocurrency by retail merchants and commercial businesses; investors’ expectations with respect to the rate of inflation; interest rates; currency exchange rates, including exchange rates between cryptocurrency and fiat currency; fiat currency withdrawal and deposit policies on cryptocurrency exchanges and liquidity on such cryptocurrency exchanges; interruption of services or failures of major cryptocurrency exchanges; large investment and trading activities in cryptocurrency; monetary policies of governments, trade restrictions and currency de- and revaluations; regulatory measures restricting the use of cryptocurrency as a form of payment or the purchase of cryptocurrency; global and regional political, economic and financial events and situations, including increased threat of terrorist activities; and hacking of exchanges or custodians.

Fluctuation in the prices of cryptocurrencies may significantly affect the Company’s results of operations and financial condition; in particular, a significant drop in bitcoin price may have a material adverse effect on the Company’s results of operations. The recent market panic over the global outbreak of COVID-19 caused a drastic drop in the price of bitcoin in March 2020. The Company’s business and results of operations may be materially and adversely affected by the global market panics in the near term. More broadly, cryptocurrencies are subject to supply and demand forces based upon, among other things, the desirability of alternative, decentralized means of buying and selling goods and services. It is unclear how such supply and demand will be affected by geopolitical events; political or economic crises could motivate large-scale sales or purchases of cryptocurrencies and digital assets either globally or in particular markets.

The prices of cryptocurrencies have fluctuated significantly in the past few years, which resulted in a corresponding fluctuation in the Company’s results of operations. The Company expects that the prices of cryptocurrencies may continue to fluctuate in the future, and as such, the Company would expect to continue to experience a significant corresponding fluctuation in the Company’s results of operations.

There are material risks and uncertainties associated with custodians of digital assets.

The Company may use one or more custodians (or third-party “wallet providers”) to hold digital assets that it holds on behalf of itself or of clients, customers and counterparties. Such custodians may or may not be subject to regulation by U.S. state or federal or non-U.S. governmental agencies or other regulatory or self-regulatory organizations. The Company could have a high concentration of its digital assets in one location or with one custodian, which may be prone to losses arising out of hacking, loss of passwords, compromised access credentials, malware or cyberattacks. Custodians may not indemnify the Company against any losses of digital assets. Digital assets held by certain custodians may be transferred into “cold storage” or “deep storage,” in which case there could be a delay in retrieving such digital assets. The Company may also incur costs related to the third-party custody and storage of its digital assets. Any security breach, incurred cost or loss of digital assets associated with the use of a custodian could materially and adversely affect the Company’s investment and trading strategies, the value of its assets and the value of any investment in the Company.

Furthermore, there is, and is likely to continue to be, uncertainty as to how U.S. and non-U.S. laws will be applied with respect to custody of cryptocurrencies and other digital assets held on behalf of clients. For example, U.S.-regulated investment advisers may be required to keep client “funds and securities” with a “qualified custodian”; there remain numerous questions about how to interpret and apply this rule, and how to identify a “qualified custodian” of, digital assets, which are obviously kept in a different way from the traditional securities with respect to which such rules were written. The uncertainty and potential difficulties associated with this question and related questions could materially and adversely affect the Company’s ability to develop and launch an asset management business.

The unregulated nature and lack of transparency surrounding the operations of cryptocurrency or digital asset exchanges may cause the marketplace to lose confidence in such exchanges.

Cryptocurrency and digital asset exchanges on which cryptocurrencies and other digital assets trade are relatively new and, in some cases, unregulated. Furthermore, while some exchanges provide information regarding their ownership structure, management teams, corporate practices and regulatory compliance, many other exchanges do not. As a result, the marketplace may lose confidence in these exchanges, including prominent exchanges that handle a significant volume of trading in these assets. In recent years, there have been a number of cryptocurrency and digital asset exchanges that have closed because of fraud, business failure or security breaches. Additionally, larger cryptocurrency and digital asset exchanges have been targets for hackers and malware and may be targets of regulatory enforcement actions. A lack of stability in these exchange markets and the temporary or permanent closure of such exchanges may reduce confidence in the digital asset marketplace in general and result in greater volatility in the price of digital assets. These potential consequences could materially and adversely affect the Company’s investment and trading strategies, the value of its assets and the value of any investment in the Company.

The Company relies on partnerships with third party cryptocurrency exchanges to fill customers’ trade orders. The dependence of the Company on third party exchanges to fulfill such orders may present material risks. For example, a third party exchange may not return cryptocurrency deposited by the Company to execute a specific order, or such exchange may

become insolvent prior to processing the Company’s applicable withdrawal. The Company is also exposed to the inherent risks faced by such third party exchange for fraudulent activity, liquidity, regulatory and other operational and business risks.

It is possible that actors could manipulate the blockchain networks and smart contract technology upon which cryptocurrencies and digital assets rely.

If a malicious actor is able to hack or otherwise exert unilateral control over a particular blockchain network, or the cryptocurrencies or digital assets on such a network, that actor could attempt to divert assets from that blockchain or otherwise prevent the confirmation of transactions recorded in that cryptocurrency or digital asset on that blockchain. Such an event could materially and adversely affect the Company’s investment and trading strategies, the value of its assets and the value of any investment in the Company.

The loss or destruction of a private key required to access certain cryptocurrencies or digital assets may be irreversible. The Company’s loss of access to its private keys or its experience of a data loss relating to its cryptocurrency or digital asset investments could adversely affect the Company.

Certain cryptocurrencies and digital assets are controllable only by the possessor of both the unique public key and private key relating to the local or online digital wallet in which that cryptocurrency or digital asset is held. Private keys typically must be safeguarded and kept private to prevent a third party from accessing the relevant cryptocurrencies and digital assets held in the wallet. If a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, the Company will be unable to access the cryptocurrencies and digital assets held in the wallet. Any loss of private keys relating to digital wallets used to store the Company’s cryptocurrencies and digital assets could materially and adversely affect the Company’s investment and trading strategies.

The Company may not have adequate sources of recovery if its bitcoins are lost, stolen or destroyed.

If the Company’s bitcoins or other cryptocurrency or other digital assets are lost, stolen or destroyed under circumstances rendering a party liable to the Company, the responsible party may not have the financial resources sufficient to satisfy the Company’s claims, which could lead to a material and adverse effect on the Company.

Lending of cryptocurrencies or other digital assets may be especially risky.

The Company may lend digital assets to third parties, including affiliates. On termination of the loan, the borrower is required to return the digital assets to the Company; any gains or loss in the market price during the loan would inure to the Company. In the event of the bankruptcy of the borrower, the Company could experience delays in recovering its digital assets. In addition, to the extent that the value of the digital assets increases during the term of the loan, the value of the digital assets may exceed the value of collateral provided to the Company, exposing the Company to credit risks with respect to the borrower and potentially exposing the Company to a loss of the difference between the value of the digital assets and the value of the collateral. If a borrower defaults under its obligations with respect to a loan of digital assets, including by failing to deliver additional collateral when required or by failing to return the digital assets upon the termination of the loan, the Company may expend significant resources and incur significant expenses in connection with efforts to enforce the loan agreement, which may ultimately be unsuccessful.

The digital assets that are loaned to third parties by the Company include digital assets deposited by users of the Company’s platform, which may be withdrawn by a user at any time. The Company is exposed to a potentially significant liquidity risk if, for example, the aggregate withdrawals by users exceed the quantum of uncommitted cryptocurrency available to the Company to satisfy such withdrawal requests. A similar risk applies with respect to individual reserves of each type of cryptocurrency should the withdrawals of such type of cryptocurrency exceed the Company’s available reserves.

The Company’s trading orders may not be timely executed.

The Company’s investment and trading strategies depend on the ability to establish and maintain an overall market position in a combination of financial instruments. The Company’s trading orders may not be executed in a timely and efficient manner because of various circumstances, including, for example, trading volume surges or systems failures attributable to the Company or its counterparties, brokers, dealers, agents or other service providers. In such an event, the Company might only be able to acquire or dispose of some, but not all, of the components of its positions, or if the overall positions were to need adjustments, the Company might not be able to make such adjustments. As a result, the Company would not be able to achieve its desired market position, which may result in a loss. In addition, the Company can be expected to rely heavily on electronic execution systems (and may rely on new systems and technology in the future), which may be subject to certain systemic limitations or mistakes, causing the interruption of trading orders made by the Company.

Unexpected market disruptions may cause major losses for the Company.

The Company may incur major losses in the event of disrupted markets and other extraordinary events in which market behavior diverges significantly from historically recognized patterns. The risk of loss in such events may be compounded by the fact that in disrupted markets, many positions become illiquid, making it difficult or impossible to close out positions against which markets are moving. Market disruptions caused by unexpected political, military and terrorist events may from time to time cause dramatic losses for the Company. Any such disruptions and events may have a material and adverse effect on the Company’s investment and trading strategies and on any investment in the Company.

The Company may make, or otherwise be subject to, trade errors.

Errors may occur with respect to trades executed on behalf of the Company. Trade errors can result from a variety of situations, including, for example, when the wrong investment is purchased or sold or when the wrong quantity is purchased or sold. Trade errors frequently result in losses, which could be material. To the extent that an error is caused by a third party, the Company may seek to recover any losses associated with the error, although there may be contractual limitations on any third party’s liability with respect to such error.

Risks Related to the Offering

Potential Volatility of Share Price.

The market price for Common Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Company’s control, including the following: (i) actual or anticipated fluctuations in the Company’s quarterly results of operations; (ii) recommendations by securities research analysts; (iii) changes in the economic performance or market valuations of other issuers that investors deem comparable to the Company; (iv) addition or departure of the Company’s executive officers and other key personnel; (v) release or expiration of lock-up or other transfer restrictions on outstanding Common Shares; (vi) sales or perceived sales of additional Common Shares; (vii) significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Company or its competitors; and (viii) news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in the Company’s industry or target markets.

Financial markets have recently experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of public entities and that have, in many cases, been unrelated to the operating performance, underlying asset values or prospects of such entities. Accordingly, the market price of the Common Shares may decline even if the Company’s operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. As well, certain institutional investors may base their investment decisions on consideration of the Company’s environmental, governance and social practices and performance against such institutions’ respective investment guidelines and criteria, and failure to satisfy such criteria may result in limited or no investment in the Common Shares by those institutions, which could materially adversely affect the trading price of the Common Shares. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market

turmoil continue for a protracted period of time, the Company’s operations and the trading price of the Common Shares may be materially adversely effected.

Return on Investment is Not Guaranteed.

There can be no assurance regarding the amount of income to be generated by the Company. The Underlying Securities are equity securities of the Company and are not fixed income securities. Unlike fixed income securities, there is no obligation of the Company to distribute to shareholders a fixed amount or any amount at all, or to return the initial purchase price of a Common Share on any date in the future. The market value of the Common Shares may deteriorate if the Company is unable to generate sufficient positive returns, and that deterioration may be significant.

Dilution.

The number of Common Shares that the Company is authorized to issue is unlimited. The Company may, in its sole discretion, issue additional Common Shares from time to time subject to the rules of any applicable stock exchange on which the Common Shares are then listed and applicable securities law. The issuance of any additional Common Shares may have a dilutive effect on the interests of holders of Underlying Shares. To the extent that any of the net proceeds of the Offering remain un-invested pending their use, or are used to pay down existing indebtedness with a low interest rate, the Offering may result in substantial dilution on a per Common Share basis to the Company’s net income and certain other financial measures used by the Company.

No Market for Warrants.

There is currently no market through which the Warrants may be sold. Accordingly, the purchasers may not be able to resell the Warrants qualified under this Prospectus. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants and the extent of issuer regulation.

Holders of Special Warrants and Warrants Have no Rights as a Shareholder.

Until a holder of Special Warrants or Warrants acquires Unit Shares or Warrant Shares, respectively, upon the exercise of such Special Warrants or Warrants, such holder will have no rights with respect to the Unit Shares or Warrant Shares underlying such Special Warrants or Warrants, respectively. Upon the exercise of such Special Warrants or Warrants, such holder will be entitled to exercise the rights of a holder of Common Shares only as to matters for which the record date occurs after the exercise date.

Market Discount.

The price of the Common Shares will fluctuate with market conditions and other factors. If a holder of Common Shares sells its Common Shares, the price received may be more or less than the original investment. The Common Shares may trade at a discount from their book value. The Common Shares may trade at a price that is less than the Offering Price. This risk may be greater for investors who sell their Common Shares relatively shortly after closing of the Offering.

Use of Proceeds.

The Company intends to use the net proceeds from the Offering as described under “Use of Proceeds”. However, management will have discretion in the actual application of the proceeds, and may elect to allocate proceeds differently from that described under “Use of Proceeds” if it believes that it would be in the best interests of the Company to do so or if circumstances change. The failure by management to apply these funds effectively could have a material adverse effect on the business of the Company.

LEGAL MATTERS

Certain legal matters in connection with the issue and sale of the Offered Shares offered by this Prospectus will be passed upon at the date of closing of the Offering on behalf of the Company by Fasken Martineau DuMoulin LLP and on behalf of the Agents by Miller Thomson LLP. As of the date hereof, Fasken Martineau DuMoulin LLP, as a group, and Miller

Thomson LLP, as a group, respectively beneficially own, directly or indirectly, less than 1% of the outstanding securities of the Company.

AUDITORS AND TRANSFER AGENT AND REGISTRAR

Marcum LLP is the auditor of the Company and has confirmed that it is independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation.

The transfer agent and registrar for the Offered Shares is Computershare Trust Company of Canada at its principal offices in Vancouver, British Columbia.

AGENT FOR SERVICE OF PROCESS

Stephen Ehrlich, Evan Psaropoulos, Gerard Hanshe, Janice Barrilleaux, Michael Legg, Philip Eytan, Guy Elliott, Jarrett Lilien, Gaspard De Dreuzy and Shingo Lavine (the “ Non-Resident Persons ”) are each directors and/or officers of the Company who reside outside of Canada. Each of the Non-Resident Persons has appointed the Company as their agent for service of process. The Company’s address for service of process is Suite 2900 – 595 Burrard Street, Vancouver, BC, V7X 1J5.

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revision of the price or damages if the prospectus and any amendment thereto contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

In an offering of warrants, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in this Prospectus is limited, in certain provincial securities legislation, to the price at which the Warrants are offered to the public under the Offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon exercise of the Warrants, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal adviser.

The Company has granted to each holder of a Special Warrant a contractual right of rescission of the prospectusexempt transaction under which the Special Warrant was initially acquired. The contractual right of rescission provides that if a holder of a Special Warrant who acquires another security of the issuer on exercise of the Special Warrant as provided for in the Prospectus is, or becomes, entitled under the securities legislation of a jurisdiction to the remedy of rescission because of the Prospectus or an amendment to the Prospectus containing a misrepresentation, (a) the holder is entitled to rescission of both the holder’s exercise of its Special Warrant and the Offering under which the Special Warrant was initially acquired, (b) the holder is entitled in connection with the rescission to a full refund of all consideration paid to the Agents or the Company, as the case may be, on the acquisition of the Special Warrant, and (c) if the holder is a permitted assignee of the interest of the original Special Warrant subscriber, the holder is entitled to exercise the rights of rescission and refund as if the holder was the original subscriber.

The contractual rights of action described above are in addition to and without derogation from any other right or remedy that a purchaser of Special Warrants may have at law.

CERTIFICATE OF THE COMPANY

Dated: November 12, 2020

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of all provinces of Canada, except Québec.

VOYAGER DIGITAL LTD.

By: (Signed) STEPHEN EHRLICH Chief Executive Officer

By: (Signed) EVAN PSAROPOLOUS Chief Financial Officer

On behalf of the Board of Directors

By: (Signed) GASPARD DE DREUZY Director

By: (Signed) PHILIP EYTAN Director

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CERTIFICATE OF THE AGENTS

Dated: November 12, 2020

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of all provinces of Canada, except Québec.

STIFEL NICOLAUS CANADA INC.

By: (Signed) MATTHEW GAASENBEEK Managing Director, Co-Head of Investment Banking

EIGHT CAPITAL

By: (Signed) MICHELLE GOH Principal, Managing Director

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AI assistant

Voyager Digital Ltd. — Capital/Financing Update 2020

43762_rns_2020-11-13_2050c2b7-23f7-4faf-852d-c10ee59ebfa1.pdf

PRELIMINARY SHORT FORM PROSPECTUS

New Issue

VOYAGER DIGITAL LTD.

6,266,600 Units Issuable upon Exercise of 6,266,600 Special Warrants

Any Underlying Securities issued upon the exercise of Special Warrants prior to the issuance of a final receipt for the Final Qualification Prospectus will be subject to the relevant hold periods under applicable securities legislation.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

General Advisory

Market and Industry Data

Presentation of Financial Information

EXCHANGE RATE INFORMATION

FORWARD-LOOKING STATEMENTS

DOCUMENTS INCORPORATED BY REFERENCE

ELIGIBILITY FOR INVESTMENT

THE COMPANY

RECENT DEVELOPMENTS

MATERIAL CHANGES TO CONSOLIDATED CAPITALIZATION

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Authorized Share Capital

Common Shares

Special Warrants

Warrants

PLAN OF DISTRIBUTION

USE OF PROCEEDS

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Acquisition of Unit Shares and Warrants Upon Exercise of Special Warrants

Exercise of Warrants

Resident Holders

Expiry of Warrants

Dispositions of Unit Shares, Warrant Shares, or Warrants

Dividends on Unit Shares or Warrant Shares

Capital Gain / Loss

Non-Resident Holders

Expiry of Warrants

Dividends on Unit Shares or Warrant Shares

Dispositions of Unit Shares, Warrants or Warrant Shares

PRIOR SALES

PRICE RANGE AND TRADING VOLUME OF THE SHARES

RISK FACTORS

Financial services businesses, including the Company’s, are heavily regulated, which imposes costs on the Company in many ways.

The Company’s compliance and risk management programs may not be effective and may result in outcomes that could materially and adversely affect the Company’s reputation, financial condition and operating results, among other things.

Operational risks, such as misconduct and errors of employees or entities with which the Company does business, are difficult to detect and deter and could cause material reputational and financial harm to the Company.

The Company may fail to anticipate or adapt to technology innovations in a timely manner, or at all.

There are material risks and uncertainties associated with the Company’s anti-money-laundering (“AML”), “know your customer” (“KYC”) and other protocols to detect and deter illegal activity on the Company’s platforms.

Financial services companies face substantial litigation and investigation risks.

The Company’s use of proprietary and non-proprietary software, data and intellectual property may be subject to substantial risk.

Cybersecurity breaches and other systems and technology problems may materially and adversely affect the Company.

An active and liquid trading market in the Common Shares may fail to develop.

Additional Funding Requirements.

Service on Foreign Directors and Officers.

Foreign Exchange Risk.

Additional Taxation May Apply to Dividends Paid to Non-Residents.

Foreign Exchange Risk to Non-Resident Shareholders.

Permits and licenses.

Competition from other cryptocurrency companies.

Changes in the value of cryptocurrencies may affect trading.

Cryptocurrency exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure.

Cryptocurrency Exchanges and digital wallets may be hacked. Voyager Digital, LLC, a wholly owned Delaware subsidiary of VDH (“VDL”) Platform or digital wallets may be hacked.

Pandemics and COVID-19.

The further development and acceptance of the cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate.

Acceptance and/or widespread use of cryptocurrency is uncertain.

Misuse of cryptocurrencies and malicious actors.

Cryptocurrency is not covered by deposit insurance.

Management experience and dependence on key personnel, employees and third party providers.

Arrangement with Metropolitan Commercial Bank (“MC Bank”).

Uninsured or Uninsurable Risks.

Limited operating history.

Dividend Risk.

The Company’s performance will be highly dependent on the future regulatory environment in the United States, which is challenging and unpredictable.

The Company will be required to avoid “investment company” status under U.S. law or comparable laws in other jurisdictions.

The continuing development and acceptance of cryptocurrencies, digital assets and distributed ledger technology are subject to a variety of risks.

A decline in the adoption and use of cryptocurrencies would materially and adversely affect the performance of the Company.

Banks may decline to provide banking services, or may cut off banking services, to companies engaged in cryptocurrency or digital asset-related businesses, including the Company.

The prices of cryptocurrencies and digital assets are extraordinarily and unprecedentedly volatile.

There are material risks and uncertainties associated with custodians of digital assets.

The unregulated nature and lack of transparency surrounding the operations of cryptocurrency or digital asset exchanges may cause the marketplace to lose confidence in such exchanges.

It is possible that actors could manipulate the blockchain networks and smart contract technology upon which cryptocurrencies and digital assets rely.

Voyager Digital Ltd. Capital/Financing Update 2020