The Fastest-Growing Digital Asset Broker

The Fastest-Growing Digital Asset Broker

May 2021

© 2021 Voyager Digital Ltd. All rights reserved. Privileged and confidential.


Purchasing securities of the Company should be considered a riskyinvestment as the securities are speculative in nature and are appropriateonly for investors who are prepared to have their money invested for a longperiod of time and have the capacity to absorb a loss of some or all of theirinvestment. No reliance may be placed for any purpose whatsoever on theinformation or opinions contained in this Presentation or on itscompleteness, accuracy or fairness. Readers should not treat the contentsof this Presentation as advice relating to legal, taxation or investmentmatters, and must make their own assessments concerning these andother consequences of the various investments, including the merits ofinvesting and the risks. Readers are advised to consult their own personallegal, tax and accounting advisors and to conduct their own due diligenceand agree to be bound by the limitations of this disclaimer. The securitiesof the Company referred to herein have not been and will not be registeredunder the U.S. Securities Act of 1933 (the “Securities Act”), as amended,and may only be offered, and this presentation may only be made, topersons within the United States that are “qualified institutional buyers”within the meaning of Rule 144A under the Securities Act. The Companydoes not have a class of securities registered with the Securities andExchange Commission (the “SEC”). The Company prepares its disclosure inaccordance with the requirements of applicable securities laws in effect inCanada, which differ significantly from the requirements of U.S. securitieslaws.

The information contained in this presentation (“Presentation”) is beingoffered by Voyager Digital (Canada) Ltd. (the “Company”) for informationpurposes only. This Presentation is not for release, distribution orpublication into or in the United States or any other jurisdiction whereapplicable laws prohibit its release, distribution or publication. ThisPresentation is not a prospectus, offering memorandum, advertisement, orsolicitation and does not constitute or form part of, and should not beconstrued as, an offer or invitation to sell or any solicitation of any offer topurchase or subscribe for any securities of the Company in Canada, theUnited States or any other jurisdiction. Neither this Presentation, nor anypart of it nor anything contained or referred to in it, nor the fact of itsdistribution, should form the basis of or be relied on in connection with oract as an inducement in relation to a decision to purchase or subscribe foror enter into any contract or make any other commitment whatsoever inrelation to any securities of the Company. No representation or warranty,expressed or implied, is given by or on behalf of the Company, its directorsand affiliates or any other person as to the accuracy or completeness of theinformation or opinions contained in this Presentation; and no liabilitywhatsoever is accepted by the Company, its directors and affiliates or anyother person for any loss howsoever arising, directly or indirectly, from anyuse of such information or opinions or otherwise arising in connectiontherewith. No investment advice is offered or deemed to be offered underthe Presentation, and any prospective investor should consult with his ownlegal, investment, accounting and tax advisors for determination of, amongother things, suitability of investing in securities of the Company.

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LEGAL DISCLAIMER


Certain statements contained in this presentation constitute “forward-looking information” or “forward-looking statements” (collectively,“forward-looking statements”) within the meaning of applicableCanadian and United States securities laws relating to, withoutlimitation, expectations, intentions, plans and beliefs, includinginformation as to the future events, results of operations and theCompany’s future performance (both operational and financial) andbusiness prospects. In certain cases, forward-looking statements canbe identified by the use of words such as “expects”, “estimates”,“forecasts”, “intends”, “anticipates”, “believes”, “plans”, “seeks”,“projects” or variations of such words and phrases, or state that certainactions, events or results “may” or “will” be taken, occur or be achieved.Such forward-looking statements reflect the Company’s beliefs,estimates and opinions regarding its future growth, results ofoperations, future performance (both operational and financial), andbusiness prospects and opportunities at the time such statements aremade, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions orcircumstances should change. Forward-looking statements arenecessarily based upon a number of estimates and assumptions madeby the Company that are inherently subject to significant business,economic, competitive, political and social risks, uncertainties andcontingencies. Forward-looking statements are not guarantees offuture performance. By their nature, forward-looking statements involvenumerous current assumptions, known and unknown risks

uncertainties and other factors which may cause the actual results,performance or achievements of the Company to differ materially fromthose anticipated by the Company and described in the forward-lookingstatements. With respect to the forward-looking statements contained inthis presentation, assumptions have been made regarding, among otherthings: current and future prices of cryptocurrencies; future globaleconomic and financial conditions; trading volumes; the accuracy andveracity of information and projections sourced from third partiesrespecting, among other things, future industry conditions and demand forcryptocurrencies; and, where applicable, each of those assumptions setforth in the footnotes provided herein in respect of particular forward-looking statements. Although the Company has attempted to identifyimportant factors that could cause actual actions, events or results to differmaterially from those described in its forward-looking statements, theremay be other factors that cause actions, events or results not to be asanticipated, estimated or intended. There can be no assurance that forward-looking statements will materialize or prove to be accurate, as actualresults and future events could differ materially from those anticipated insuch statements. The forward-looking statements contained in thispresentation are expressly qualified by this cautionary statement. Readersshould not place undue reliance on forward-looking statements. Thesestatements speak only as of the date of this presentation. Except as may berequired by law, the Company expressly disclaims any intention orobligation to revise or update any forward-looking statements orinformation whether as a result of new information, future events orotherwise.

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FORWARD-LOOKING STATEMENTS


Easy to use Mobile and Desktop

Earn interest up to 10% APR

50+ crypto assets & stablecoins

Interest on over 20 coins

Faster execution & deeper liquidity

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The Voyager Difference

Community 6

© 2021 Voyager Digital Ltd. All rights reserved. Privileged and confidential. 5

Investment Highlights

Massive Market OpportunityOpportunities across crypto, banking, brokerage, and general consumer services

Scalable InfrastructureUnique and scalable business model propelling full funnel technology and operations infrastructure

Attractive Business ModelMultiple revenue streams, Powerful Unit Economics

Trusted & TransparentManagement Team, Public Company, Exchange Connectivity, Regulated Oversight

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MASSIVE MARKETOPPORTUNITY

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Global Investable Assets (1)

$120T

Gold Market Cap

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$9T

$1.7TCrypto Markets

SOURCES: Boston Consulting Group, “Global Wealth 2019 Reigniting Radical Growth”, Deloitte, “ 2020 Banking & Capital Markets Outlook” (1) Includes equity, bonds, investment funds, currency and deposits, and other smaller asset classes

Gold Market Cap

Global Investable Assets

Massive Market Opportunity

Crypto Markets


Digital assets unlock a massive market opportunity.

● Instant & 24/7 accessibility

● Universal borderless currency

● Diversified against traditional store of value

● Declining confidence in government currencies

● Expensive and slow traditional systems

● Lack of trust in the banks

TRADITIONAL FINANCIAL SYSTEMS ARE RIPE FOR DISRUPTION

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$14M+Per Day

NET DEPOSITS

1.0–1.5xPer Month

(Engaged Customer Base platform turnover)

PRINCIPAL VALUE TRADED

$40Per Account

ACCOUNT ACQUISITION

35%Month over Month

USER GROWTH

$100Per Account

MONTHLY REVENUE

Key Metrics

AVERAGE SPREAD REVENUE

90Basis Points Per Trade


Where we are today

55+Digital Assets

CANADAFiled with Ontario

Securities Commission

$3.3B+Assets Under Management

U.S.Regulated & Operating

20+Interest-bearing Assets

EUROPELGO regulated entity acquired


Voyager Timeline

Q1/19 Q2/19 Q3/19 Q4/19 Q1/20 Q2/20 Q3/20

EthosAcquisition

Publicly Listed

DesktopLaunch

iOSLaunch

CircleAcquisition

AndroidLaunch

$1.7B AUM

LGOAcquisition

$150MMAUM

2018

OperationsBegin

USDC Interest Launch

Interest Launch

Q4/20 Q1/21 Q2/21

$3.3B AUM

ATTRACTIVE BUSINESSMODEL

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MULTIPLE ENTRY POINTS FOR DIVERSE USER BASE AND REVENUE STREAMS

BTCINVESTORS

ALTCOINSEEKERS

YIELD SEEKERS

COST-CONSCIOUSINVESTORS


Interest Offering aids AUM Accumulation and Trading

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Interest Offering

Alt Coins

Major Coins

Land and Expand Illustrative Customer Journey

Compelling Interest Rates Attracts New Customer

Deposits

Stickiness of Interest Offering Creates Trading Opportunities

Customers diversify across other Crypto offerings

Time

Profit


>660x

CUSTOMER ASSETS

Net deposits and asset growth accelerated dramatically after we started offering interest – increasing customer stickiness.

$3.3B+ in assets in March 2021

$5M in assets in December 2019


OUR BUSINESS MODEL

An interconnected acquisition experience.

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Utilize scalable paid search, paid social, programmatic, and other top

tier paid platforms targeted at consumer search intent.

Paid Advertising Efforts

Promotions & SponsorshipsKey media buys and sponsorships in

combination with consumer and community promotions

Content MarketingJumpstart consistent acquisition through emails, push notifications, video, blogs, podcasts, and other organic acquisition efforts.

Social Media & CommunityFacilitate consistent user acquisition through mobilization and activation of our current community.

Affiliate & Influencer RelationshipsIdentify and foster key affiliate and

influencer relationships to activate and nurture key audience demographics.


COINS INTEREST-BEARING ASSETS

COMMISSION-FREE

UNAFFILIATED EXCHANGE ROUTING

PUBLICLY TRADED

58 20+

Coinbase 45

Kraken 50

Gemini 47 18

Binance US 48

Blockfi 8 8

Robinhood 7

PayPal 4

Cash App 1

Unparalleled Competitive Differentiation.


Future Growth Opportunities – Where We Are Going

CREDITCARD

NEW ASSET

LISTINGSEQUITIESDESKTOP M&A

MARGINTRADITIONAL

BANKINGPRODUCTS

INTER-NATIONALDEBIT CARD

SELF-CUSTODY WALLET

B2B PARTNER-

SHIPS

SCALABLEINFRASTRUCTURE

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API Mobile Application Web Application

Market Data & Pricing Order Management Systems

Smart Order Routing & Custody

Secure and Unified Wallet & User Account

Data Science, Marketing & Automation Platform

Regulatory Compliance Platform

The Voyager You See

The Voyager You Don’t

See

State of the art infrastructure behind the scenes.


INNOVATIVE TECH

Bringing deeper liquidity, broader market accessand effective trading to the digital asset market.

Custody & Security

Voyager utilizes multiple custody solutions putting together the right blend

of security and availability, including through its own

self-custody solution.

Asset Selection

Voyager gives clients unmatched access to the market, allowing to trade more than 50 coins and earn interest on its

wide inventory of digital assets.

Liquidity & Execution

Powered by our Smart Order Router, Voyager offers competitive prices and

faster, more reliable execution through a network of exchanges, OTC desks and

market makers.

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TRUSTED &

TRANSPARENT

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Trusted and Transparent.

Independent Brokerage Model

Independent brokerage model vs traditional crypto exchanges. Customer-

first focus.

Secure Technology

SOC 1 & SOC 2 certifications in progress to ensure “security,

confidentiality, information privacy, processing integrity and availability.”

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Public Company

Voyager is a publicly traded and regulated company with audited

financial statements.

Trusted, Well-Known PartnersExperienced Team

Voyager partners with best-in-class technology and infrastructure partners to

ensure a top-notch experience.

A world class team with over 100+ combined years of industry management experience.


OUR TRUSTED PARTNERS

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PHILIP EYTANCo-founder & Chairman

Former Morgan Stanley and Cerberus Capital

STEVE EHRLICHCo-founder & CEO

Former VP Brokerage at E*TRADE and CEO at Lightspeed Financial

OSCAR SALAZARCo-founder & Advisor

Former architect and founding CTO at Uber

GASPARD DE DREUZYCo-founder

Co-founder of fintechs Kapitall and Trade.it

Made in NYCOur Founders


Executive TeamOur team of seasoned finance and technology experts.

GERARD HANSHECOO

JANICE BARRILLEAUXCompliance

LEWIS BATEMANInternational Business Dev.

EVAN PSAROPOULOSCFO

DAN COSTANTINO

Head of Communications

PAM KRAMERInterim CMO

MIKE LEGG

Chief Information Security OfficerDAVID BROSGOLGeneral Counsel

ETRADE

Digital Asset Custody Company, Robeco/WPG

ETRADE

Coinsquare PwC, Credit Suisse Alex. Brown, Jefferies

ETRADE Penn Medicine, US Marines

STEVE EHRLICHCo-founder & CEO

ETRADE’


Catalysts to Growth.

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● Focused and Continued Execution

● Product Expansion – Increased Coins / Margin / Advisory Products / Debit Cards / Credit Cards

● International Expansion

● Mass Consumer Acceptance

● Regulation – Creates Consumer Confidence

● Increased Public Comps / Investor Acceptance

● Consolidation


V Y G R

C A N A D I A N S E C U R I T I E S E X C H A N G E

Voyager Digital Assets33 Irving Place, 3rd Floor

New York, NY 10003. USA.

+1 [email protected]

Documents

The Fastest-Growing Digital Asset Broker