Voyager Digital Ltd. — Capital/Financing Update 2021

Feb 11, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 – Name and Address of Company: Voyager Digital Ltd. 33 Irving Plaza, Suite 3060 New York, NY USA 10003

Item 2 - Date of Material Change: February 8 and 9, 2021

Item 3 – News Release: The news releases dated February 8 and 9, 2021 were disseminated via CNW Group, have been filed on SEDAR and are available at www.sedar.com.

Item 4 – Summary of Material Change: On February 8, 2021, Voyager Digital Ltd. (the “Company” or “Voyager”) announced that it had entered into an agreement with Stifel GMP to act as Agent in connection with a proposed best efforts overnight marketed offering of common shares of the Company for aggregate gross proceeds to the Company of approximately US$75,000,000 at a price determined in the context of market.

On February 9, 2021, Voyager announced that it had increased the size of the previously announced best efforts private placement with Stifel GMP to provide that the Company will be offering for sale common shares of the Company for aggregate proceeds of approximately US$100,000,000 at a price of US$13.10 per Share (equivalent C$17.00 per share) (the “Treasury Offering”).

Item 5 – Full Description of Material Change:

5.1 Full Description of Material Change

On February 8, 2021, Voyager announced that it had entered into an agreement with Stifel GMP to act as Agent in connection with a proposed best efforts overnight marketed offering of common shares of the Company for aggregate gross proceeds to the Company of approximately US$75,000,000 at a price determined in the context of market.

The Company has an option to increase the size of the Treasury Offering to US$100,000,000 subject to Stifel GMP agreeing to such increase.

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On February 9, 2021, Voyager announced that it had increased the size of the previously announced best efforts private placement with Stifel GMP to provide that the Company shall be offering for sale Shares for aggregate proceeds of approximately US$100,000,000 at a price of US$13.10 per Share (equivalent C$17.00 per share).

The net proceeds from the Offering will be used for general corporate purposes.

Contemporaneous with the Treasury Offering certain shareholders of the Company intend to sell approximately up to US$44,000,000 in Shares (the “Secondary Offering”) at the same price as Shares sold in the Treasury Offering, of this amount approximately forty percent is being sold by an insider of the Company.

The Treasury Offering is scheduled to close on or about February 12, 2021 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the Canadian Securities Exchange.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 – Reliance on subsection 7.1(2) of National Instrument 51-102:

Not applicable.

Item 7 - Omitted Information:

Not applicable.

Item 8 – Executive Officer:

Stephen Ehrlich Chief Executive Officer Tel: (212) 547-8807

Item 9 – Date of Report:

February 10, 2021