Voyager Digital Ltd. — Interim / Quarterly Report 2021

May 25, 2021

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VOYAGER DIGITAL LTD.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(EXPRESSED IN UNITED STATES DOLLARS)

(UNAUDITED)

Voyager Digital Ltd. Condensed Interim Consolidated Statements of Financial Position (Expressed in United States Dollars) (Unaudited)

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The accompanying notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

Nature of operations (note 1)

Subsequent event (note 20)

Approved on behalf of the Board:

(Signed) "Stephen Ehrlich" Director

(Signed) " Philip Eytan " Director

1

Voyager Digital Ltd.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Expressed in United States Dollars) (Unaudited)

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The accompanying notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

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Voyager Digital Ltd. Condensed Interim Consolidated Statements of Cash Flows (Expressed in United States Dollars) (Unaudited)

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The accompanying notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

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Voyager Digital Ltd.

Condensed Interim Consolidated Statements of Changes in Equity Nine Months ended March 31, 2021 and 2020 (Expressed in United States Dollars) (Unaudited)

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The accompanying notes to the unaudited condensed interim consolidated financial statements are an integral part of these statements.

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Voyager Digital Ltd. Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars)

(Unaudited)

1. Nature of operations

Voyager Digital Ltd., (the "Company" or “Voyager”) through its Voyager Platform offers investors, developers and platform providers a fully functional suite of APIs and mobile apps to allow anyone the ability to invest, earn and secure multiple types of digital assets.

The Company wholly owns HTC Trading, Inc (HTC), a Cayman Island Company and Voyager Digital Holdings, Inc. (VDH), a Delaware corporation, which in turn wholly owns each of Voyager Digital, LLC (VDL), a Delaware limited liability corporation, and Voyager IP, LLC (VIP), a Delaware limited liability corporation and VYGR Holding, LLC, a Delaware limited liability corporation which in turn wholly owns VYGR Digital Securities, LLC, a California limited liability corporation.

The Company also wholly owns LGO Europe SAS and LGO SAS, companies incorporated under the laws of France and Voyager Digital Brokerage Ltd. and Voyager Digital Brokerage Canada Ltd., both companies incorporated under the laws of Canada.

The registered office of the Company is Suite 2900 – 550 Burrard Street, Vancouver, BC, V7X 1J5, Canada; and its head office is 33 Irving Place, New York, New York, 10003.

2. Liquidity and Financial Condition

These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which presumes realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. These unaudited condensed consolidated financial statements do not give effect to adjustments or disclosures that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those presented in these unaudited condensed consolidated financial statements.

As of March 31, 2021, the Company had net working capital of approximately $98.8 million.

The Company has historically funded its operations through the issuance of common stock. The Company may incur operating losses as it expands its product offering and invests in expanding its customer account base, which could require additional third party financing. Management believes that it has sufficient working capital on hand to fund operations through at least the next twelve months from the date these consolidated financial statements were available to be issued.

The Company’s future liquidity and capital funding requirements will depend on numerous factors including its ability to access additional funds to finance its operations, planned development and expenditures through additional equity offerings and through new revenue generated from ongoing operations. Failure to implement the Company’s business plan could have a material adverse effect on the Company’s financial condition and/or financial performance. There can be no assurance that the Company will be successful in acquiring additional funding, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years.

The recent outbreak of the coronavirus, also known as COVID-19, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have affected economies and financial markets around the world resulting in an economic slowdown. The extent to which COVID-19 may impact the Company’s business activities will depend on future developments, such as

5

Voyager Digital Ltd. Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars) (Unaudited)

duration of the outbreak, travel restrictions, business disruptions and the effectiveness of actions taken to contain and treat the disease. The duration and impact of the COVID-19 outbreak is unknown at this time and it is not possible to reliably estimate the length and severity of these developments as well as the impact on the Company’s ability to raise capital or financial results and condition of the Company in future periods.

3. Significant accounting policies

Statement of compliance

The Company applies International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("lFRIC"). These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by IFRS as issued by IASB and interpretations issued by IFRIC.

The policies applied in these unaudited condensed interim consolidated financial statements are based on IFRS's issued and outstanding as of May 25, 2021, the date the Board of Directors approved the statements. The same accounting policies and methods of computation are followed in these unaudited condensed interim consolidated financial statements as compared with the most recent annual financial statements as at and for the year ended June 30, 2020.

Basis of preparation

These unaudited condensed interim consolidated financial statements have been prepared on a historical cost basis, except for stock-based compensation, investments, derivative warrant liabilities, digital currency inventory and digital currency loans which are measured at fair value. These unaudited condensed interim consolidated financial statements have also been prepared using the accrual basis of accounting, except for cash flow information. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included.

Change in Accounting Policy

As of March 31, 2021, the Company adopted a change in its accounting policy for the accounting of Digital currencies and fiat on loan. Previously, Digital currencies and fiat on loan were included in Digital currencies and fiat on the statement of financial position and the Company has reclassified Digital currencies and fiat on loan as a separate line item on the statement of financial position. The Company continues to measure both Digital currencies and fiat, as well as, Digital currencies and fiat on loan at fair value. As such, there is no impact to the statement of loss and comprehensive loss.

Management believes this change in accounting policy results in more prominent and relevant information pursuant to IAS 8. The Company has reclassified prior period balances for comparative purposes.

Functional currency

The presentation currency and the functional currency of the Company is the US dollar.

Transactions in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. At each financial reporting date,

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Voyager Digital Ltd. Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars) (Unaudited)

monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate at that date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities are recognized in the consolidated statement of loss and comprehensive loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the spot rate at the date of the initial transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Revenue and expenses are translated at the approximate average rate of exchange for the period. Foreign currency differences arising on retranslation are recognized in income or loss.

The exchange rate differences arising on the translation of non-US dollar functional currency entities are recognized in other comprehensive income (loss).

Significant accounting judgments and estimates

The preparation of these consolidated financial statements requires management to make judgments and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these judgments and estimates. The financial statements include judgments and estimates, which, by their nature, are uncertain. The impacts of such judgments and estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised, and the revision affects both current and future periods.

Significant assumptions about the future and other sources of judgments and estimates that management has made at the statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Critical Judgments

• ¨ The Company recognizes customer digital currencies and fiat as assets on the consolidated statement of financial position (with a corresponding liability recognized on the consolidated statement of financial position).

• ¨ Digital currency inventory is measured at fair value, less costs to sell, using prices generated by Voyager's Pricing Engine, which is a proprietary application that for each supported asset aggregates order book quotes from all Voyager connected liquidity sources and applies a proprietary algorithm to generate a streaming fair market price. The digital currency market is still a relatively new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices of digital currencies may have a significant impact on the Company’s earnings and financial position.

• ¨ A portion of the Company’s digital currency is held by certain financial institutions through lending arrangements. The Company separately discloses the digital currencies on loan as digital currencies and fiat on loan on the consolidated statement of financial position. The Company can demand the repayment of the loans and accrued interest at any time.

• ¨ The analysis of the functional currency for each entity of the Company. In concluding that the US dollar is the functional currency of the parent and its subsidiary companies, management considered the currency which influences sale prices for goods and services and the currency of the country whose competitive forces and regulations determine sale prices.

• ¨ Assumptions are made and judgment is used in calculating the fair value of stock options and warrants using the Black-Scholes option pricing models. These assumptions and judgments include estimating the

7

Voyager Digital Ltd. Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars) (Unaudited)

fair value of the Company’s stock, future volatility of the stock price and expected dividend yield. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.

• ¨ The assessment of the Company’s ability to continue as a going concern involves judgement regarding future funding available for its working capital requirements. Having considered all relevant information, management concluded that there are no material uncertainties regarding the Company’s ability to continue as a going concern.

• ¨ Significant judgment is required in determining the provision for income taxes. Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. Management believes they have adequately provided for the probable outcome of these matters; however, the final outcome may result in a materially different outcome than the amount included in the tax liabilities.

• ¨ In addition, the Company recognizes deferred tax assets relating to tax losses carried forward to the extent there are sufficient taxable temporary differences (deferred tax liabilities) relating to the same taxation authority and the same taxable entity against which the unused tax losses can be utilized. However, utilization of the tax losses also depends on the ability of the taxable entity to satisfy certain tests at the time the losses are recouped. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Estimates

The preparation of consolidated financial statements in accordance with IFRS requires management to make estimates based on assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from management’s best estimates, as additional information becomes available. The most sensitive estimates affecting the financial statements were the determination of the existence of contingent assets and liabilities, the valuation of share-based compensation and the valuation of deferred income tax assets.

Areas where estimates are significant to the financial statements are as follows:

• ¨ the estimated fair value of financial assets and liabilities, by their very nature, are subject to measurement uncertainty;

• ¨ the estimated fair value of digital currency inventory;

• ¨ the estimated fair value of digital currency and fiat on loan;

• ¨ the estimated fair value of digital currency loan payable;

• ¨ the estimated fair value of investments;

• ¨ the estimated fair value for share-based payment transactions;

• ¨ the recoverability of digital currency and fiat on loan

• ¨ the recoverability of deferred income tax assets.

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Voyager Digital Ltd. Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars)

(Unaudited)

Basis of consolidation

Subsidiaries

Subsidiaries are entities controlled by the Company. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries are aligned with the policies adopted by the Company. The Company owns:

• ¨ Voyager Digital Holdings, Inc. (VDH), a Delaware corporation;

• ¨ Voyager Digital, LLC (VDL), a Delaware limited liability corporation;

• ¨ Voyager IP, LLC (VIP), a Delaware limited liability corporation;

• ¨ HTC Trading, Inc. (HTC), a Cayman Island corporation;

• ¨ VYGR Holdings, LLC (VHL), a Delaware limited liability corporation;

• ¨ VYGR Digital Securities, LLC, a Financial Industry Regulatory Authority, Inc. (FINRA) and Commodities Futures Trading Commission (CFTC) registered broker-dealer and a California limited liability corporation;

• ¨ Voyager Digital Brokerage Ltd., a company incorporated under the laws of Canada

• ¨ Voyager Digital Brokerage Canada Ltd., a company incorporated under the laws of Canada

• ¨ LGO SAS, a company incorporated under the laws of France; and

• ¨ LGO Europe SAS, a company incorporated under the laws of France.

Transactions eliminated upon consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the unaudited condensed interim consolidated financial statements.

4. Digital currencies and fiat held at exchanges or with custodians

Management considers this fair value to be a Level 2 input under IFRS 13 Fair Value Measurement fair value hierarchy as the price on this source represents an average of quoted prices on multiple digital currency exchanges. The Company is relying on the data available at Voyager Pricing Engine to be an accurate representation of the closing price for the digital currency.

As at March 31, 2021 and June 30, 2020, digital currency and fiat held at exchanges or with custodians consisted of various digital assets consisting of the following:

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Voyager Digital Ltd. Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars) (Unaudited)

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5. Digital currencies and fiat on loan

In the normal course of business, the Company enters into open-ended lending arrangements with certain financial institutions, whereby the Company loans certain digital currencies in exchange for interest income. The Company can demand the repayment of the loans and accrued interest at any time.

As of March 31, 2021, the Company has on loan select cryptocurrencies to borrowers at annual rates ranging from approximately 2.0% to 10.5% and accrue interest on a monthly basis. The digital currencies and fiat on loan are measured at fair value through profit and loss.

As of March 31, 2021 and June 30, 2020, digital currencies and fiat on loan consisted of the following:

	As at Ma	rch 31, 2021	As at Ju	ne 30, 2020
Digital currencies and fiat on loan BTC ADA USDC ETH DOGE OTHER Total digital currencies and fiat on loan by Cryptocurrency	Number of Coins on Loan	Value	Number of Coins on Loan	Value
	3,641 44,865,000 39,084,503 16,976 259,400,000	213,906,607 $ 53,703,405 39,084,503 32,517,933 13,903,840 26,526,762 379,643,050 $	67 16,470,313 27,840 379 15,911,150	14,338,603 $ 2,175,363 - 1,161,475 - 1,428,843
				19,104,285 $

The digital currencies and fiat on loan disaggregated by significant borrowing counterparty is as follows:

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Voyager Digital Ltd. Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars)

(Unaudited)

Interest Rate Counterparty Range Counterparty A 4.25%-10.5% Counterparty B 2.5%-10.0% Counterparty C 2.0%-10.5% Other 5.5% - 8.0% Total digital currencies and fiat on loan by Counterparties	Interest Rate	As at March 31, As at June 30,
	Range	2021 2020
		225,531,926 $ 91,336 $ 63,345,844 13,350,091 58,861,389 2,838,113 31,903,891 2,824,745
		379,643,050 $ 19,104,285 $

As of March 31, 2021 and June 30, 2020, the Company’s digital currencies and fiat on loan balances were concentrated with counterparties as follows:

Counterparty Geography Counterparty A Canada Counterparty B US Counterparty C UK Other US Total digital currencies and fiat on loan by Counterparties		As at March 31, As at June 30,
	Geography	2021 2020
		59% 0% 17% 70% 16% 15% 8% 15%
		100% 100%

The Company’s digital currencies and fiat on loan are exposed to credit risk. The Company limits its credit risk by placing its digital currencies and fiat on loan with high credit quality financial institutions that are believed to have sufficient capital to meet their obligations as they come due and on which the Company has performed internal due diligence procedures. The Company's due diligence procedures may include, but are not limited to, review of the financial position of the borrower, review of the internal control practices and procedures of the borrower, review of market information, and monitoring the Company’s risk exposure thresholds. As of March 31, 2021 and as of the date of the initial filing of these financial statements, the Company does not expect a material loss on any of its digital currencies and fiat on loan. As of each reporting period, the Company assesses if there are significant increases in credit risk requiring recognition of a loss or write-down. Such loss or write-down would be reflected in the fair value of the digital currencies and fiat on loan. While the Company intends to only transact with counterparties that it believes to be creditworthy, there can be no assurance that a counterparty will not default and that the Company will not sustain a material loss on a transaction as a result.

6. Payables to customers

As of March 31, 2021 and June 30, 2020, net customer payables account balances of $2.4 billion and $33.6 million, respectively, are comprised of cash and digital currencies and fiat held at exchanges or with custodians as follows:

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Voyager Digital Ltd. Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars) (Unaudited)

(Expressed in United States Dollars) (Unaudited)
	Number of coins held Value As at March 31, 2021	As at June 30, 2020
		Number of coins held Value
Cash held for customers Payable to customers- Digital currencies and fiat BTC VGX ADA ETH USDC BTT STMX VET DOT HBAR LINK LUNA CKB ENJ DOGE AVAX LTC MANA DGB XRP XLM IOT BCH XMR Other Receivables from customers	$ 77,746,750 12,236 718,767,718 120,755,083 584,696,914 183,150,624 219,231,863 94,063 180,177,157 98,946,874 98,946,874 16,719,245,883 83,025,148 1,241,678,865 79,763,554 789,896,302 69,279,951 1,723,465 63,579,151 99,658,629 35,906,286 1,167,039 33,788,306 1,543,273 28,965,115 687,407,933 28,602,092 10,581,239 26,992,862 461,368,665 24,726,882 694,572 19,727,080 98,041 19,299,445 14,168,145 14,295,655 151,101,915 11,229,381 18,836,722 10,691,534 21,466,794 8,656,992 4,177,902 6,400,556 6,963 3,773,230 9,366 2,305,216 18,963,300 (46,306,999)	$ 1,581,132 1,627 14,861,979 40,433,181 1,973,139 16,525,373 1,371,606 11,258 2,538,508 2,941,631 2,941,631 229,946,821 68,984 - - 119,633,481 1,052,775 - - - - 112,646 513,889 - - - - - - 15,787,400 36,311 - - 13,932 573,426 - - 77,875,406 1,627,596 4,725,752 828,424 5,930,794 396,770 1,670,949 377,969 1,633 103,116 6,428 408,158 3,249,091 (888,930)
Total netpayable to customers	2,423,232,013 $	33,615,573 $

Receivables from customers represents advances to customers for cash deposits in transit.

7. Investment and Digital currency loan payable

In December 2020, the Company entered into a loan agreement with a lender to borrow select digital assets at an annual rate of 10%. This loan was entered into to facilitate the Company’s investment in shares of an investment vehicle, which invests principally in bitcoin. Shares of the investment vehicle are intended to reflect the price of bitcoin assets, less fees and expenses, and may trade at a premium or discount to the net asset value of the shares of the investment. The shares purchased may not be sold for six months.

The Company investment is accounted for as a financial asset which is initially recognized at fair value and subsequently measured at fair value through profit or loss. As of March 31, 2021, the fair value of the Company’s investment is $52.6 million. During the three and nine months ended March 31, 2021, the unrealized gain on this investment was $19.0 million and $29.6 million, respectively.

As of March 31, 2021, the fair value of the Company’s digital currency loan balance is $60.2 million. The loan is collateralized by the investment, and the Company does not expect the change in fair value to be attributable to the credit risk of the loan. During the three and nine months ended March 31, 2021, the change in fair value of the digital currency loan was a loss of $30.0 million and $36.3 million, respectively.

In January 2021, the Company entered into a loan agreement with a lender to borrow select digital assets at an annual rate of 12.0%. The loan was repaid in $20.0 million cash in February 2021. Accrued interest on the loan of $0.2 million was repaid in digital assets.

During the nine months ended March 31, 2021, the Company accrued interest of $1.4 million in its digital asset loans.

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Voyager Digital Ltd. Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars)

(Unaudited)

8. LGO Acquisition

In December 2020, the Company acquired the issued and outstanding share capital of LGO SAS, an Autorité des marchés financiers (“AMF”) regulated entity based in France, and LGO Europe SAS, in exchange for 200,000 shares of the Company’s common stock, to be issued in stages in accordance with the terms of an escrow agreement (the “LGO Acquisition”). In addition, the sellers are entitled to 1,000,000 shares of the Company’s common stock after one-year, contingent upon the AMF’s approval of the change of control, (the “Earn-out Shares”). The LGO acquisition was accounted for as an acquisition of assets as the Company did not acquire a substantive process in the acquisition. The future cash flows of the inprocess AMF registration is not probable as of the acquisition date, therefore the Company will not capitalize the AMF registration.

The fair value of the share consideration is calculated based on the quoted price of the Company’s shares at the acquisition date, which was approximately CDN$2.15 per share for total consideration of $0.3 million.

Purchase consideration
Escrow shares issued, at fair value	$	337,679
Identifiable assets acquired
Cash		87,960
State tax receivable		650,021
Accounts payable and other short-term liabilities		(265,520)
State taxpayble		(279,982)
Net assets acquired	$	192,480
Loss on acquisition of in-process license registration	$	145,199

As of the acquisition date and as of March 31, 2021, it is not yet probable that the Earn-out Shares will be issued, therefore no liability has been recognized.

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Voyager Digital Ltd. Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars) (Unaudited)

9. Equipment

9. Equipment
		Computer
Cost		equipment		Total
Balance, June 30, 2020	$	76,942	$		76,942
Additions		-			-
Balance,March 31,2021	$	76,942	$		76,942
		Computer
Accumulated Depreciation		equipment		Total
Balance, June 30, 2020	$	48,104	$		48,104
Depreciation for theperiod		28,838			28,838
Balance,March 31,2021	$	76,942	$		76,942
		Computer
Carrying Value		equipment		Total
Balance,June 30,2020	$	28,838	$		28,838
Balance,March 31,2021	$	-	$		-

Depreciation expense of approximately $15,000 and $28,000 is reflected within General and Administrative expense for the three and nine months ended March 31, 2021, respectively. Depreciation expense of approximately $6,000 and $19,000 is reflected within General and Administrative expense for the three and nine months ended March 31, 2020, respectively.

10. Intangible assets

				Circle Customer
Cost	Software	acquired		Relationships		Total
Balance, June 30, 2020	$	222,419	$	621,864	$	844,283
Additions		-		-		-
Balance,March 31,2021	$	222,419	$	621,864	$	844,283
				Circle Customer
Accumulated Amortization	Software	acquired		Relationships		Total
Balance, June 30, 2020	$	55,605	$	31,093	$	86,698
Amortization for theperiod		55,605		93,279		148,884
Balance,March 31,2021	$	111,210	$	124,372	$	235,582
				Circle Customer
Carrying Value	Software	acquired		Relationships		Total
Balance,June 30,2020	$	166,814	$	590,771	$	757,585
Balance,March 31,2021	$	111,209	$	497,492	$	608,701

Amortization expense of approximately $49,000 and $149,000, is reflected within General and Administrative expense for the three and nine months ended March 31, 2021, respectively. Amortization expense of approximately $94,000 and $188,000, is reflected within General and Administrative expense for the three and nine months ended March 31, 2020, respectively.

14

Voyager Digital Ltd. Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars)

(Unaudited)

11. Accounts payable and accrued liabilities

			As at March 31,		As at June	30,
			2021		2020
	Trade payables	$	2,397,683	$		892,280
	Accrued liabilities		777,412			150,339
	Taxes payable		127,854			-
	Subscription receiptpayable		-			85,682
Total		$	3,302,949	$	1,128,301

12. Notes payable

				As at March 31,		As at June	30,
	Maturity Date	Interest Rate		2021		2020
Short-term promissory note payable	On demand	3.00%	$	43,353	$		76,692
VDH PPP Loan	April 2022	1.00%		-			425,000
VDL PPP Loan	May 2022	1.00%		-			619,400
LGO SAS Loan	September 2028	2.33%		587,172			-
LGO SAS Loan	January2022	0.00%		587,172			-
Total notespayable			$	1,217,696	$	1,121,092
Currentportion of notespayable				43,353			538,922
Total notespayable,net of currentportion			$	1,174,343	$		582,170

During the nine months ended March 31, 2021, the Company repaid the Paycheck Protection Program (“PPP”) Loans.

During the nine months ended March 31, 2021, the Company’s subsidiary LGO SAS entered into two loan agreements totaling €1.0 million. One loan agreement, with a principal balance of €0.5 million bears a 2.25% per annum interest rate and is repayable in quarterly installments beginning in September 2023. The second loan agreement’s interest rate is 0% for the first year. It has a stated maturity date of January 2022, with the right to extend up until January 2026.

13. Right-of-use asset and lease liability

The Company leases office space and as of June 30, 2020, the leased office space had a term of approximately 18 months. During the nine months ended March 31, 2021, the Company amended the terms of its lease to provide for reduced rent payments in exchange for a new lease term. As of March 31, 2021, the remaining lease term is approximately 21 months. At the effective date of the modification, the lease liability was remeasured based on the present value of the remaining lease payments of approximately $0.2 million, discounted using an incremental borrowing rate of 6%. The Company recognized the difference between the carrying amount of the modified lease liability and the carrying amount for the lease liability immediately before the modification, as an adjustment to the right-of-use asset. Amortization of the right of use asset is calculated using the straight-line method over the remaining lease term.

15

Voyager Digital Ltd. Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars)

(Unaudited)

(Expressed in United States Dollars) (Unaudited)
Cost	Right-of-use asset
Balance,June 30,2020	$	174,531
Adjustment for lease modification		99,894
Balance,March 31,2021	$	274,425
Accumulated Amortization
Balance,June 30,2020	$	43,633
Amortization for theperiod		60,281
Balance,March 31,2021	$	103,914
Carrying Value
Balance,June 30,2020	$	130,898
Balance,March 31,2021	$	170,511
		Lease Liability
Balance,June 30,2020	$	147,426
Adjustment for lease modification		99,895
Lease payments made		(18,717)
Interest expense on lease liabilities		8,552
		237,156
Less: currentportion		90,988
Balance,March 31,2021	$	146,168
Maturity- Undiscounted contractual Payments
Less than 1 year	$	141,007
1 to 2 years		109,520

During the three and nine months ended March 31, 2021, the Company recognized interest expense on the lease liability of approximately $9,000, which was recorded within interest expense.

14. Share capital

a) Authorized share capital

The authorized share capital consists of an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.

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Voyager Digital Ltd. Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars) (Unaudited)

b) Common shares issued

b) Common shares issued
	Number of common
	shares		Amount
Balance,June 30,2020	104,201,605	$	37,708,041
Issuance of common stock, private placement, net of warrant liability (i)(ii)	563,667		238,640
Issuance of common stock for services (iii)	2,035,787		508,839
Issuance of common stock, settlement of debt (iv)	230,807		139,127
Issuance of common stock, options exercised	1,754,805		1,297,610
Issuance of common stock, warrants exercised	12,670,934		31,284,339
Issuance of common stock, Special Warrants exercised (note 15)	6,893,260		2,654,778
Issuance of common stock, Private placement, net of issuance costs (v) (vi)	15,997,225		133,209,417
Issuance costs of Special Warrants(note 15)	-		(1,033,256)
Balance,March 31,2021	144,348,090	$	206,007,535

• (i) In September 2020, the Company entered into a private placement offering for the issuance of 500,000 units, at a price of CDN$0.85 per unit, for gross proceeds of approximately $0.3 million. Each unit is comprised of one common share of the Company and one-half share purchase warrant, with each whole warrant entitling the holder to subscribe for one additional share of common stock at a price of CDN$1.15 per share for a period of 36 months from the date of issuance. The fair value assigned to these warrants at the date of issue was $0.1 million. See note 16.

• (ii) In December 2020, the Company entered into a private placement offering for the issuance of 63,667 units, at a price of CDN$1.50 per unit, for gross proceeds of approximately $0.1 million. Each unit is comprised of one common share of the Company and one-half share purchase warrant, with each whole warrant entitling the holder to subscribe for one additional share of common stock at a price of CDN$2.50 per share for a period of two years from the date of issuance. The fair value assigned to these warrants at the date of issue was approximately $45,000. See note 16.

• (iii) During the nine months ended March 31, 2021, the Company issued 2,035,787 shares in exchange for services. The shares were issued at a weighted average fair value of CDN$0.25 per share, or $0.5 million.

• (iv) During the nine months ended March 31, 2021, the Company issued 230,807 shares to settle debt obligations of approximately $139,000. The shares were issued at a fair value of CDN$0.80 per share.

• (v) In January 2021, the Company entered into a private placement offering of 8,363,637 shares of common stock for gross proceeds of approximately $46.0 million. In exchange for their services, the agent for the offering received a 7% cash commission and compensation warrants entitled it to purchase 585,455 shares of common stock, at a price of $5.50 per share for a period of 18 months following the closing of the offering. The fair value assigned to these warrants at the date of issue was approximately $2.3 million. See note 16.

• (vi) In February 2021, the Company closed on a private placement offering of 7,633,588 shares of common stock for gross proceeds of approximately $100.0 million. In exchange for their services, the agent for the offering received a 7% cash commission.

17

Voyager Digital Ltd. Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars) (Unaudited)

15. Stock options

The Company grants options to directors, officers, employees and consultants under its Stock Option Plan. Under the plan, the Company is authorized to issue options to acquire common shares of Voyager of up to 10% of the number of common shares outstanding from time to time. The term of an option granted under the plan may not exceed 10 years.

The following table reflects the continuity of stock options for the nine months ended March 31, 2021 and 2020:

				Weighted Average	Weighted Average
			Weighted Average		exercise price-
	Options outstanding	exerciseprice- $USD			$CDN
Outstanding at June 30, 2019	5,313,000	$	0.30	$	0.45
Granted	2,865,000		-		0.60
Exercised	(82,833)		0.30		-
Forfeited	(1,104,167)		0.34		0.11
Outstandingat March 31,2020	6,991,000		0.32		0.58
Outstanding at June 30, 2020	7,891,000	$	0.32	$	0.48
Granted	6,400,000		-		0.92
Exercised	(1,754,806)		0.30		0.70
Forfeited	(823,082)		0.30		0.75
Outstandingat March 31,2021	11,713,112	$	0.32	$	0.64

The fair value of options granted during the nine months ended March 31, 2021 and 2020 were determining using a Black-Scholes option pricing model. The following table lists the inputs to the model used for the nine months ended March 31, 2021 and 2020:

		Nine Months	Ended March 31,
		2021	2020
Weighted average fair value at grant date	$	4.09	$	0.37
Estimated weighted average life in years		4.5		5.6
Estimated common share weighted average price volatility		145.8%		159.2%
Weighted average risk free interest rate		0.48%		1.44%
Expected dividend yield		-		-
Weighted average common share market price	$	5.09	$	0.39

The following table presents the amount expensed as the aggregate fair value of options issued by the Company to which the vesting period has expired:

		Three Months	Ended March 31,			Nine Months	Ended	March 31,
		2021	2020			2021		2020
General and administrative	$	5,151,171	$	245,666	$	6,354,837	$	974,182
Product development		120,045		23,107		295,132		141,618
Total	$	5,271,216	$	268,773	$	6,649,969	$	1,115,800

As of March 31, 2021 unrecognized compensation costs of $19.5 million is expected to be recognized over an estimated weighted-average amortization period of 1.4 years.

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Voyager Digital Ltd. Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars) (Unaudited)

The following table reflects the stock options issued and outstanding as of March 31, 2021:

		Number of	Weighted average	Weighted
Range of exercise	Number of options	options vested	remaining contractual	average exercise
prices($)	outstanding	(exercisable)	life(years)	price($)
CND 0.19- CDN 1.10	6,685,361	3,390,867	7.8	0.71
USD 0.30	2,752,751	2,597,952	7.0	0.30
CND 4.96- CND 6.90	460,000	87,500	9.8	5.74
CND 7.07- CND 11.24	335,000	-	9.8	7.96
USD 15.40	60,000	16,956	1.9	15.40
CND 16.65- CND 19.73	990,000	500,000	5.3	17.63
CND 25.51- CND 28.94	150,000	5,000	10.0	27.48
CND 30.40- CND 34.50	280,000	18,750	10.0	31.65
	11,713,112	6,598,275	7.6	USD 2.90

16. Warrants

Warrants for the purchase of shares of common stock consist of the following:

				Weighted Average	Weighted Average
			Weighted Average		exercise price-
	Number of warrants	exerciseprice- $USD			$CDN
Balance, June 30, 2020	15,733,775	$	-	$	0.54
Issued in private placements (note 10)	281,834		-		1.30
Issued in Special Warrant Offerings	5,868,638		-		1.78
Compensation Warrants issued in Special Warrant Offerings	861,066		-		1.59
Compensation Warrants issued in January Private Placement	585,455		5.50		-
Special Warrant Penalty warrants issued	313,330		-		1.15
Warrants exercised	(12,670,934)		-		0.55
Balance,March 31,2021	10,973,164	$	5.50	$	1.35

					Number of
					warrants
Expiry date	Exerciseprice- $USD		Exerciseprice- $CDN		outstanding
August 26, 2022		-	$	0.80	6,110,732
September 10, 2023		-		1.15	1,122,401
December 15, 2022		-		2.50	3,154,576
July21,2022	$	5.50		-	585,455
			$	1.35	10,973,164

The fair value assigned to the warrants for the purchase of common stock upon initial recognition was calculated using the Black-Scholes valuation model with the following assumptions:

19

Voyager Digital Ltd. Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars) (Unaudited)

(Expressed in United States Dollars) (Unaudited)
		As at			As at		As at
		January 21,	2021		September 10,	2020	December 15,	2020
Common share market price		CDN 7.07			CDN 0.89		CDN 2.96
Estimated weighted average life in years			3.0			3.0		2.0
Weighted average risk free interest rate			0.21%			0.27%	0.25%
Estimated common share weighted average price volatility		111.00%				113.7%	110.4%
Expected dividend yield			-			-		-
Foreign exchange rate	$		0.79	$		0.76	$	0.79
Estimated weighted average fair valueper warrant	$		3.95	$		0.45	$	1.46

In September 2020, the Company issued 6,266,600 special warrants for units at a price of CDN$0.85 per special warrant, for aggregate gross proceeds of approximately $4.0 million, (the “September Special Warrants”). Each September Special Warrant is convertible into one unit of the Company without payment of any additional consideration upon certain conditions being met. Each unit will consist of one common share of the Company and one-half common share purchase warrant, with each common share warrant being exercisable to acquire one common share of the Company at an exercise price of CDN$1.15 per share for a term of three years. In the event the conversion conditions are not met by December 9, 2020, the holders of the September Special Warrants are entitled to receive 1.1 units upon the exercise or deemed exercise of the September Special Warrants, resulting in each Special Warrant being exercisable for 1.1 units. In December 2020, 4,918,000 September Special Warrants were exercised. In accordance with the terms of the September Special Warrant offering, 626,600 units were issued in January 2021 pursuant to the penalty provision.

In connection with the September Special Warrant transaction, the Company incurred costs and finders’ fees of approximately $0.4 million and granted 473,662 compensation warrants, with a grant date fair value of approximately $0.2 million. The compensation warrants have an exercise price of CDN$0.85 per unit for a period of three years. The compensation warrants are considered compensation to non-employees under IFRS 2, and thus accounted for at fair value at issuance date and not subsequently revalued. The compensation warrants was recorded as contributed surplus. Approximately $0.3 million of total transaction costs have been allocated to the common share warrant component of the transaction.

In December 2020, the Company issued 5,470,676 special warrants for units at a price of CDN$1.50 per special warrant, for aggregate gross proceeds of approximately $8.2 million, (the “December Special Warrants”). Each December Special Warrant is convertible into one unit of the Company without payment of any additional consideration upon certain conditions being met. Each unit will consist of one common share of the Company and one-half common share purchase warrant, with each common share warrant being exercisable to acquire one common share of the Company at an exercise price of CDN$2.50 per share for a term of two years. In the event the conversion conditions are not met by March 15, 2021, the holders of the Special Warrants are entitled to receive 1.1 units upon the exercise or deemed exercise of the December Special Warrants, resulting in each December Special Warrant being exercisable for 1.1 units.

In connection with the December Special Warrant transaction, the Company incurred costs and finders’ fees of approximately $0.5 million and granted 387,404 compensation warrants, with a grant date fair value of approximately $0.5 million. The compensation warrants have an exercise price of CDN$2.50 per unit for a period of two years. The compensation warrants are considered compensation to non-employees under IFRS 2, and thus accounted for at fair value at issuance date and not subsequently revalued. The compensation warrants was recorded as contributed surplus. Approximately $0.4 million of total transaction costs have been allocated to the common share warrant component of the transaction.

20

Voyager Digital Ltd. Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars) (Unaudited)

In connection with the January private placement transaction, the Company granted 585,455 compensation warrants, with a grant date fair value of approximately $2.3 million. The compensation warrants have an exercise price of $5.50 per share for a period of three years. The compensation warrants are considered compensation to non-employees under IFRS 2, and thus accounted for at fair value at issuance date and not subsequently revalued. The compensation warrants was recorded as contributed surplus.

Under IFRS, warrants issued with an exercise price denominated in a foreign currency are considered financial derivative instruments and the prescribed accounting treatment is to classify these warrants as a current liability measured at fair value upon initial recognition. At each subsequent reporting date, the warrants are re-measured at fair value and the change in fair value is recognized through profit or loss. Upon warrant exercise, the fair value previously recognized in warrant liability is transferred from warrant liability to share capital. As of March 31, 2021 and June 30, 2020, there were 3,889,573and 7,500,000 warrants classified as liabilities.

The change in fair value of the warrant liability is as follows:

e change in fair value of the warrant liability is as follows:
		Fair value
Balance, June 30, 2020	$	2,197,002
Fair value of warrants issued		4,922,232
Change in fair value		116,092,453
Fair value of warrants exercised		(24,975,916)
Balance,March 31,2021	$	98,235,771

A summary of the assumptions used in the valuation model for re-measuring the warrants for the purchase of common stock as of March 31, 2021 and June 30, 2020 is set out below.

		As at March 31,	As at March 31,		As at June 30,
		2021			2020
Common share market price		CDN 32.68			CDN 0.55
Estimated weighted average life in years			1.3		2.00
Weighted average risk free interest rate			0.49%		0.28%
Estimated common share weighted average price volatility			135.9%		124.5%
Expected dividend yield			-		-
Foreign exchange rate	$		0.80	$	0.73
Estimated weighted average fair valueper warrant	$		28.82	$	0.29

17. Loss per share

For the three and nine months ended March 31, 2021, basic and diluted loss per share has been calculated as follows:

21

Voyager Digital Ltd. Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars)

(Unaudited)

(Unaudited)
	Three Months	Ended March 31,		Nine Months	Ended March 31,
	2021	2020		2021	2020
Net loss	$ (68,562,627)	$	(1,698,549)	$ (81,534,084)	$ (5,196,960)
Basic and diluted weighted average number of common
shares outstanding	140,672,375		80,352,147	124,159,582	75,266,228
Basic and diluted net lossper share	$ (0.49)	$	(0.02)	$ (0.66)	$ (0.07)

Diluted loss per share did not include the effect of the following as they are anti-dilutive:

	As at March 31,	As at March 31,
	2021	2020
Common stock options	11,713,112	6,991,000
Warrants for thepurchase of common stock	10,973,164	9,161,113
Total	22,686,276	16,152,113

18. Related party transaction

All related party transactions were measured at the amount of consideration established and agreed to by the related parties. All amounts due to related parties are unsecured, non-interest bearing and have no fixed terms of repayment.

• (a) Renumeration of directors and key management personnel of the Company was as follows:

2021 Three Months	2020 2021 2020 Nine Months Ended March 31, Ended March 31,
Salaries and wages 154,705 $ Advisory fees - Share-basedpayments 1,442,483	62,500 $ 443,281 $ 312,500 $ 75,000 - 225,000 163,978 2,399,348 571,004
Total remuneration 1,597,188 $	301,478 $ 2,842,629 $ 1,108,504 $

Key management personnel were not paid post-employment benefits, termination benefits, or other long-term benefits during the three and nine months ended March 31, 2021 and 2020.

• (b) The Company entered into the following transactions with related parties:

		Three Months	Three Months	Ended March 31,		Nine Months	Ended March 31,
		2021		2020		2021	2020
Fasken Martineau DuMoulin, LLP ("Fasken")	(i)	$	106,745	$	60,616	$ 407,121	$	60,616
Marrelli Support Services Inc. ("Marrelli Support")	(ii)		-		15,426	17,139		36,716
Owen Bird Law Corporation ("Owen Bird")	(iii)		15,921		18,183	51,497		56,605
Honos Financial LLC ("Honos")	(iv)		-		30,000	-		30,000

• (i) For the three and nine months ended March 31, 2021, the Company expensed approximately $107,000 and $410,000 (three and nine months ended March 31, 2020 - $61,000 and $61,000, respectively) to Fasken for providing legal services. Beginning in February 2021, a partner at Fasken began serving as a director of the Company. As of March 31, 2021, Fasken was owed approximately $150,000 and this amount was included in due to related parties.

• (ii) For the three and nine months ended March 31, 2021, the Company expensed approximately $0 and $17,000 (three and nine months ended March 31, 2020 - $15,000

22

Voyager Digital Ltd. Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars)

(Unaudited)

• and $37,000, respectively) to Marrelli Support for providing accounting services and the services of the former Chief Financial Officer of the Company. The former Chief Financial Officer is an employee of Marrelli Support. As at March 31, 2021, Marrelli Support was owed $0 (June 30, 2020 - $6,000) and this amount was included in due to related parties.

• (iii) For the three and nine months ended March 31, 2021, the Company expensed approximately $16,000 and $52,000 (three and nine months ended March 31, 2020 - $18,000 and $57,000, respectively) to Owen Bird for legal services. A director of the Company is a shareholder in the law firm. As at March 31, 2021, Owen Bird was owed $0 (June 30, 2020 - $4,000) and this amount was included in due to related parties.

• (iv) On January 15, 2020, the Company completed the acquisition of the remaining 75.1% membership interest in VYGR Digital Securities for an aggregate purchase price of $30,000. The Company’s Chief Executive Officer is the managing partner and owner of Honos, which was the managing member and owner of the 75.1% interest in VYGR Digital acquired by the Company.

19. Operating expenses

General and Administrative expenses

==> picture [469 x 129] intentionally omitted <==

Product Development

2021 2020 2021 2020 Three Months Ended March 31, Nine Months Ended March 31,	2021 2020 2021 2020 Three Months Ended March 31, Nine Months Ended March 31,
Consulting fees 231,284 $ Salaries and benefits 1,224,226 Share-based payments 120,045 Otherproduct development expenses 63,000	55,245 $ 350,058 $ 142,034 $ 376,124 2,162,652 1,211,108 23,107 295,132 141,618 - 63,000 636,675
Totalproduct development expenses 1,638,555 $	454,476 $ 2,870,842 $ 2,131,435 $

20. Subsequent events

On May 5, 2021, the Company entered into an agreement with Market Rebellion, LLC to operate a new entity focused on providing online brokerage services for equities, options, and futures. The new entity,

23

Voyager Digital Ltd.

Notes to Condensed Interim Consolidated Financial Statements Three and Nine Months Ended March 31, 2021 and 2020

(Expressed in United States Dollars)

(Unaudited)

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

24