/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
NEW
YORK, April 9, 2024 /CNW/ - Galaxy Digital
Holdings Ltd. (TSX: GLXY) ("Galaxy" or the "Company")
is pleased to announce that it has entered into an agreement with
Canaccord Genuity Corp., as sole underwriter (
the "Underwriter"), pursuant to which the Underwriter
has agreed to purchase, on a bought deal basis,
9,750,000 ordinary shares of the Company (the "Ordinary
Shares") at a price of C$14.00 per Ordinary Share (the "Offering
Price") for aggregate gross proceeds of C$136,500,000
(approximately US$100 million equivalent) (the
"Offering"). Galaxy's investment banking affiliate, Galaxy
Digital Partners LLC, also acted as an advisor to the Company.
In addition, certain shareholders (the "Selling
Shareholders"), including Galaxy Group Investments LLC, have
granted the Underwriter an option to purchase up to an additional
1,462,500 Ordinary Shares (to be issued upon the exchange of
Class B Units of Galaxy Digital Holdings LP (the "Class B
Units") held by the Selling Shareholders in accordance with
their terms) at the Offering Price, exercisable in whole or in part
at any time, for a period of 30 days after the closing of the
Offering (the "Over-Allotment Option"), which, if exercised
in full, would result in gross proceeds to the Selling Shareholders
of C$20,475,000 million
(approximately US$15.0 million
equivalent). The Class B Units that Galaxy Group Investments
LLC will need to exchange for Ordinary Shares to participate as a
Selling Shareholder will represent less than 1.0% of its holdings
in the Company.
The Offering is expected to close on or about April 12, 2024, and is subject to customary
closing conditions, including receiving all necessary regulatory
approvals.
The net proceeds of the Offering to the Company will be used for
working capital and general corporate purposes. The Company will
not receive any proceeds from the sale of Ordinary Shares in
connection with the Over-Allotment-Option.
The Offering will be made by way of a prospectus supplement to
the Company's short form base shelf prospectus dated March 26, 2024 in all of the provinces and
territories of Canada (other than
Quebec) (the "Prospectus
Supplement") and may be offered in the United States to persons who are both
"qualified institutional buyers" as defined in Rule 144A as
promulgated under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") and "qualified
purchasers" (as defined in Section 2(a)(51) for purposes of Section
3(c)(7) of the Investment Company Act of 1940 and the rules
promulgated thereunder) and in certain jurisdictions outside of
Canada and the United States provided that no prospectus,
registration statement or similar document is required to be filed
in such jurisdiction.
The securities under the Offering 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
and may not be offered, sold or delivered, directly or indirectly,
in the United States (as such term
is defined in Regulation S under the U.S. Securities Act), except
pursuant to an exemption from the registration requirements of the
U.S. Securities Act and applicable state securities laws. This
press release does not constitute an offer to sell or solicitation
of an offer to buy any of these securities in the United States or in any jurisdiction in
which such offer, solicitation or sale is not permitted.
The Prospectus Supplement will be filed on SEDAR+ at
www.sedarplus.ca on or before April 11,
2024.
About Galaxy
Galaxy (TSX:GLXY) is a digital asset and blockchain leader
providing access to the growing digital economy. We serve a
diversified client base, including institutions, startups, and
qualified individuals. Since 2018, Galaxy has been building a
holistic financial platform spanning three complementary operation
businesses: Global Markets, Asset Management, and Digital
Infrastructure Solutions. Our offerings include, amongst others,
trading, lending, strategic advisory services, institutional-grade
investment solutions, proprietary bitcoin mining and
hosting services, network validator services and the development of
enterprise custodial technology. The Company is headquartered in
New York City, with global offices
across North America, Europe and Asia.
Additional information about Galaxy's businesses and product is
available on www.galaxy.com
Disclaimers and Additional Information
The TSX has neither approved nor disapproved the contents of
this press release.
CAUTION ABOUT FORWARD-LOOKING
STATEMENTS
This press release contains certain forward-looking information
and forward-looking statements, as defined in applicable securities
laws (collectively referred to herein as "forward-looking
statements"). These forward-looking statements relate to the timing
and completion of the Offering, the exercise of the Over-Allotment
Option, the anticipated use of proceeds, filing the Prospectus
Supplement and the success of our operations. All statements other
than statements of historical fact are forward-looking statements.
Often, but not always, forward-looking statements can be identified
by the use of words such as "plans", "expects", "budget",
"scheduled", "estimates", "continues", "forecasts", "projects",
"predicts", "intends", "anticipates" or "believes", "seeks" or
variations of, or the negatives of, such words and phrases, or
state that certain actions, events or results "may", "could",
"would", "should", "might" or "will" be taken, occur or be
achieved. The forward-looking statements contained in this press
release are based on our current expectations and beliefs
concerning future developments and their potential effects on us
taking into account information currently available to us. There
can be no assurance that future developments affecting us will be
those that we have anticipated. Forward-looking statements involve
known and unknown risks uncertainties and other factors that may
cause actual results to differ materially from those anticipated in
such forward-looking statements. Inherent in forward-looking
statements are risks, uncertainties and other factors beyond the
Company's ability to predict or control. The forward-looking
statements are subject to the risk of a decline in the digital
asset market or general economic conditions and changes in
applicable law or regulation. They are also subject to the risks
described in the Risk Factors section of the Company's Annual
Information Form dated March 26, 2024
and amended and restated base shelf prospectus dated
March 26, 2024. Readers are cautioned
that such risk factors, uncertainties and other factors are not
exhaustive. Actual results and developments are likely to differ,
and may differ materially, from those expressed or implied by the
forward-looking statements in this press release. The
forward-looking statements in this press release are applicable
only as of the date of this press release or as of the date
specified in the relevant forward-looking statement and the Company
does not intend, and does not assume any obligation, to update
these forward-looking statements, except as required by applicable
securities laws. Investors are cautioned that forward-looking
statements are not guarantees of future performance and are
inherently uncertain. Accordingly, investors are cautioned not to
put undue reliance on forward-looking statements.
SOURCE Galaxy Digital Holdings Ltd.