Voyager Digital : Financial Statements as of September 30, 2021

VOYAGER DIGITAL LTD.

Unaudited Interim Condensed Consolidated Financial Statements

September 30, 2021, and 2020

Voyager Digital Ltd.

Unaudited Interim Condensed Consolidated Statements of Financial Position (USD, in thousands)

			Note		September 30, 2021			June 30, 2021
	Assets
Current assets
	Cash and cash equivalents				$	103,989		$	193,933
	Cash held for customers				43,217			162,852
	Crypto assets held ($921,847 and $0.0 restricted, respectively)		5			3,061,987			2,286,399
	Crypto assets loaned	6			1,308,337			393,561
	Investments		8			35,609			31,359
	Other current assets	11			9,300			5,839
	Total current assets					4,562,439			3,073,943
Goodwill and intangible assets	10			82,608			559
	Other non-current assets		11			11,246			2,860
	Total assets			$	4,656,293		$	3,077,362
	Liabilities
Current liabilities
	Crypto assets and fiat payable to customers		7		$	4,347,040		$	2,807,015
	Crypto assets borrowed	8			47,132			36,832
	Warrant liability		15			13,339			23,810
	Other current liabilities	12			10,805			22,644
	Total current liabilities					4,418,316			2,890,301
Other non-current liabilities	12			9,518			739
	Total liabilities					4,427,834			2,891,040
Equity
	Share capital					331,803			265,704
	Share-based payments reserve				20,212			15,125
	Warrant reserve					3,457			3,457
	Treasury shares				(3,796)			(3,796)
	Other comprehensive loss					(132)
	Retained deficit				(123,085)			(94,168)
	Total equity					228,459			186,322
	Total liabilities and equity			$	4,656,293		$	3,077,362

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

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Voyager Digital Ltd.

Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss (USD, in thousands except for shares data)

					Three Months Ended September 30,
					2021			2020
	Revenues
	Transaction revenue		$	43,514		$	1,626
	Merchant services				13,957			-
	Fees from crypto assets loaned			13,628			375
	Staking revenue				7,707			-
	Other revenue			2,701			-
	Total revenues				81,507			2,001
Operating expenses
	Rewards paid to customers				49,659			-
	Marketing and sales			16,658			332
	Cost of merchant services				13,708			-
	Share-based payments			5,158			1,025
	Compensation and employee benefits				5,826			1,024
	Total compensation and employee benefits			10,984			2,049
	Trade expenses				3,803			183
	Customer onboarding and service			2,589			-
	Professional and consulting				6,816			367
	General and administrative			5,615			1,754
	Total operating expenses				109,832			4,685
Loss before other income/ (loss)			(28,325)			(2,684)
	Other income/ (loss)
	Change in fair value of crypto assets held			(15,640)			222
	Change in fair value of investments				4,250			-
	Change in fair value of crypto assets borrowed			(9,158)			-
	Change in fair value of warrant liability				10,471			(1,513)
	Fees on crypto assets borrowed			(1,142)			-
	Total other income/ (loss)				(11,219)			(1,291)
Net loss before provision for income tax			(39,544)			(3,975)
	Benefit for income tax				(10,627)			-
Net loss		$	(28,917)		$	(3,975)
Other comprehensive loss
	Foreign currency translation adjustment				(132)			-
Total comprehensive loss		$	(29,049)		$	(3,975)
Basic and diluted net loss per share		$	(0.18)		$	(0.04)
	Basic and diluted weighted average number of common shares outstanding				159,861,285			110,981,827

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

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Voyager Digital Ltd.

Unaudited Interim Condensed Consolidated Statements of Changes in Equity For the Three Months Ended September 30, 2021 and 2020

(USD, in thousands)

								Share-based
							Treasury		Payment		Warrant	Revaluation	Retained		Total
				Share Capital		Shares		Reserve		Reserve		reserve		Deficit		Equity
	Balance, June 30, 2020			$	37,708	$	-	$	2,913	$	2,610	$	-	$	(42,680)	$	551
Issuance of stock, private placement, net of
warrant liability			208		-		-		-		-		-		208
	Issuance of stock for services				179		-		-		-		-		-		179
Settlement of debt			27		-		-		-		-		-		27
	Exercise of options				150		-		(98)		-		-		-		52
Exercise of warrants			5,872		-		-		(255)		-		-		5,617
	Issuance of special warrants, net of issuance
	costs and warrant liability				(377)		-		-		2,857		-		-		2,480
Share-based payments			-		-		1,025		-		-		-		1,025
	Net loss				-		-		-		-		-		(3,975)		(3,975)
Balance, September 30, 2020		$	43,767	$	-	$	3,840	$	5,212	$	-	$	(46,655)	$	6,164
	Balance, June 30, 2021			$	265,704	$	(3,796)	$	15,125	$	3,457	$	-	$	(94,168)	$	186,322
Exercise of options			130		-		(71)		-		-		-		59
	Issuance of stock for services				100		-		-		-		-		-		100
Acquisition of Coinify			64,175		-		-		-		-		-		64,175
	LGO Earn-out Shares				1,694		-		-		-		-		-		1,694
Share-based payments			-		-		5,158		-		-		-		5,158
	Net loss				-		-		-		-		-		(28,917)		(28,917)
Foreign currency translation adjustment			-		-		-		-		(132)		-		(132)
	Balance, September 30, 2021			$	331,803	$	(3,796)	$	20,212	$	3,457	$	(132)	$	(123,085)	$	228,459

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

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Voyager Digital Ltd.

Unaudited Interim Condensed Consolidated Statements of Cash Flows (USD, in thousands)

					Three Months Ended September 30,
Cash flows from operating activities		2021			2020
	Net loss			$	(28,917)		$	(3,975)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
	Amortization of intangible assets				1,106			82
	Share-based payments			5,158			1,025
	Issuance of stock for services				100			179
	Deferred tax benefit			(10,627)			-
	Rewards paid to customers				49,659			-
	Fees from crypto assets loaned			(13,628)			-
	Staking revenue				(7,707)			-
	Crypto assets recognized from the Growth Pool			(2,701)			-
	Crypto assets paid from the Growth Pool				2,701			-
	Change in fair value of crypto assets held			15,640			(222)
	Change in fair value of investments				(4,250)			-
	Change in fair value of crypto assets borrowed			9,158			-
	Change in fair value of warrant liability				(10,471)			1,513
	Fees on crypto assets borrowed			1,142			-
	Changes in working capital items:
	Crypto assets held			(1,383,031)			(41,298)
	Other assets				(2,585)			168
	Other liabilities			(9,146)			255
	Crypto assets and fiat payable to customers				1,188,728			44,045
	Net cash provided by (used in) operating activities		$	(199,671)		$	1,772
	Cash flows from investing activities
	Payments for acquisitions, net of cash acquired		$	(9,694)		$	-
	Other investing activities				(500)			-
	Net cash used in investing activities		$	(10,194)		$	-
	Cash flows from financing activities
	Proceeds from issuance of stock and warrants in private placement		$	-		$	315
	Proceeds from exercise of options				130			51
	Proceeds from issuance of special warrants, net of issuance costs			-			3,639
	Proceeds from exercise of warrants				-			1,778
	Other financing activities			-			(22)
	Net cash provided by financing activities			$	130		$	5,761
Net increase/ (decrease) in cash and cash equivalents and cash held for customers			(209,735)			7,533
	Net foreign exchange difference				156			-
Cash and cash equivalents and cash held for customers at beginning of period			356,785			5,124
	Cash and cash equivalents and cash held for customers at end of period			$	147,206		$	12,657
	Cash and cash equivalents and cash held for customers consisted of the following:
	Cash and cash equivalents		$	103,989		$	7,480
	Cash held for customers				43,217			5,177
Total cash and cash equivalents and cash held for customers		$	147,206		$	12,657
Supplemental non-cash information
	Issuance of stock for acquisition of Coinify			$	64,175		$	-
	Issuance of stock for LGO Earn-out Shares			1,694			-
	Issuance of stock for settlement of debt				-			27
	Fair value of liability warrants exercised			-			3,840
	Fair value of compensation warrants issued				-			219
	Crypto assets loaned			914,776			-
	Crypto assets deposited				669,971			19,335
	Crypto assets withheld			(368,333)			(23,995)
Supplemental cash information
	Cash paid during the period for taxes			$	(10,222)		$	-

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

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