OVERVIEW AS OF MARCH 30, 2021 WWW.GALAXYDIGITAL.IO - Galaxy Digital
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Our Mission: Institutionalize digital asset ecosystems and blockchain technology Strictly Private & Confidential
Key messages Our Industry is at the Inflection Point as we participate in a once in a lifetime secular shift into cryptocurrencies as an institutionalized asset class Our Full-Platform Approach to Financial Services amplifies our broad ecosystem reach We are committed to leading our clients and the industry with our Strictly Private & Confidential targeted focus on digital assets, cryptocurrency and blockchain technology 3
4 COMPANY OVERVIEW Strictly Private & Confidential
Galaxy Digital: Innovative Growth Company in an Emerging Industry Galaxy Digital has established a broad financial services platform led by industry veterans to serve the digital asset, cryptocurrency, and blockchain technology markets 5 300+ Synergistic business lines: Trading, Institutional trading counterparties, Asset Management, Investment with 60+ cryptocurrencies Banking, Mining and Principal supported Investments 1 $1.3 BILLION 1,000+ Assets Under Management (“AUM”) Investments evaluated since 2013, with 80+ completed investments in crypto, fintech and payments 2 Strictly Private & Confidential $336 MILLION 150+ Q4-2020 Net comprehensive income Professionals in New York City, New reflecting both fee-related income and Jersey, Chicago, Tokyo, Hong Kong, gains on digital assets & investments Amsterdam and London from Note: All financial figures in this overview are in US Dollars, unless otherwise stated leading financial services firms 1. As of March 31, 2021, unaudited. AUM is an internal estimate inclusive of a sub-advised fund, committed capital in a closed-end vehicle, and seed investments by affiliates. Changes in AUM are generally the result of performance, contributions, and withdrawals. 5 2. As of December 31, 2020; excludes non-controlling interests
Galaxy Digital’s Key Differentiators STRONG MARKET POSITION Galaxy Digital is the leading diversified financial services and investment firm focused on cryptocurrencies, digital assets and blockchain technologies, and is dedicated to aiding its clients, partners and counterparties in navigating these market-transforming innovations FULL FINANCIAL SERVICES Comprehensive, full-service platform across Trading, Asset Management, Investment Banking and Principal PLATFORM Investments/Venture Capital ACCELERATING INDUSTRY Digital assets, including bitcoin and ethereum, continue to gain traction and generate institutional TAILWINDS engagement. Macroeconomic and geopolitical conditions highlight the utility and investment rationale for engaging in the digital assets and blockchain technology ecosystem BLUE-CHIP BRAND IN INDUSTRY One of the most recognizable brands in crypto built on superior industry relationships, proprietary market research, and established thought leadership RELENTLESS CLIENT-CENTRIC To integrate the institutional world together with new disruptive technologies, Galaxy is Strictly Private & Confidential INNOVATION committed to innovation in its client solutions, trading systems, and investment products INSTITUTIONAL-CALIBER Leadership team of institutional veterans from global firms such as Goldman Sachs, BlackRock, Fortress, MANAGEMENT TEAM Morgan Stanley, Highbridge and PwC 6
Galaxy Digital Leadership Team Deep bench of experts in capital markets, asset management, investing and venture capital MIKE NOVOGRATZ CHRIS FERRARO DAMIEN VANDERWILT STEVE KURZ MICHAEL ASHE Founder, CEO & Chairman Co-President and CIO Co-President and Head of Global Markets Head of Asset Management Head of Investment Banking ▪ Formerly, Partner and President of ▪ Prior to joining the firm, Partner at ▪ Formerly, Partner and Global Head of ▪ Previously, Co-Founder OuterRealmVR, ▪ Formerly, Oppenheimer & Co. Fortress, Partner at Goldman Sachs, Highbridge Principal Strategies and FICC Execution Services at Goldman VP at Fortress, Lehman Brothers Industrials and Emerging Technology helicopter pilot in US Army Investor at BlackRock Kelso Capital Sachs ▪ Raised $1B of assets as Principal & Head Investment Banking Advisors of Business Development at River Birch ▪ Prior to that, Citigroup Strategy & Capital Planning, Structured Finance and ECM AMANDA FABIANO JASON URBAN KIM PILLEMER ANDREW SIEGEL ALEX IOFFE Head of Mining Head of Trading Chief of Staff General Counsel Chief Financial Officer Strictly Private & Confidential ▪ Previously Director of Bitcoin Mining at ▪ Formerly, CEO of DrawBridge Lending, ▪ Formerly, COO and GC to family office ▪ Formerly, General Counsel, Chief ▪ Former CFO, Virtu Financial Fidelity DRW, and Head of Goldman Sachs focused on digital investments, Debt Compliance Officer, and Chief Regulatory ▪ Former CFO, Brokerage Business, Equity Volatility business Capital Markets at Lehman Brothers, Officer at Perella Weinberg Partners; GC Interactive Brokers and In-house Counsel to Goldman Sachs and CCO at Stanfield Capital; senior Special Situations Group attorney Morgan Stanley Investment Management 7
The Galaxy Digital Journey to Date Investments Galaxy Digital is Initial Listing Across Global Formed Listed on the TSX-V in Asset Classes 2018 and secured The company diversified into Trading and Asset growth capital Leadership team began investing in 1994, and Management in 2018 added investments in cryptocurrencies in 2013 Today Driving further institutional adoption with Scaled Platform diverse product suite and Expanded Capabilities industry-leading expertise Scaled organization to across Asset Added Investment Banking extend industry Management, Trading, advisory services, creating first leadership Investment Banking, and Strictly Private & Confidential financial services platform in Mining industry 8
Select Operational Highlights through March 22, 2021 Counterparty Loan Book AUM2 Counterparty Trading Volumes Q3 2020 Q3 2020 Q3 2020 Q4 2020 Q4 2020 Q4 2020 1 3 1 Q1 2021P 240%+ Q1 2021P +58% Q1 2021P 3 +40% $380M $1,275M +98% +80% $807M 300%+ $110M $407M Strictly Private & Confidential Note: All financial figures in this overview are in US Dollars, unless otherwise stated 1. Expectations for Q1 2021, as of March 22, 2021. 2. AUM is an internal estimate inclusive of a sub-advised fund, committed capital in a closed-end vehicle, and seed investments by affiliates. Changes in AUM are generally the result of performance, contributions, and withdrawals. 3. As of March 31, 2021, unaudited. 9
GALAXY DIGITAL: BUSINESS UNITS Strictly Private & Confidential 10
High-Growth, Technology-Driven Financial Services Platform Galaxy Digital is an industry leading diversified financial services and investment management innovator in the digital asset, cryptocurrency, and blockchain technology sector Asset Active and passive strategies providing diversified, institutional-grade fund Management product offerings Market-leading sell-side trading desk offering spot & derivative OTC trading, Trading lending and structured products Investment Full lifecycle financing, strategic advisory, and general corporate services for Banking blockchain & digital asset companies Newest segment focused on bitcoin mining, with both proprietary mining Mining operations and bespoke financing for miners Strictly Private & Confidential Principal Direct investments in liquid cryptocurrency and digital assets, early-stage and Investments late-stage venture, and special situations 11
12 GALAXY DIGITAL TRADING Strictly Private & Confidential
Trading: Expanding Market Share via Counterparty-focused Solutions Galaxy Digital’s ecosystem approach gives it an edge in identifying trading product trends and appetites ✓ Global, 24/7, high-touch and electronic trading 0 1 coverage across a broad set of products & solutions 1 0 across spot, derivatives, lending and structured CRYPTO FUNDS 0101 0101 products 0101 FINANCIAL TECHNOLOGY ✓ Technology-first infrastructure for deep and diverse & PAYMENTS CRYPTO MINING liquidity in a fragmented market with 30+ liquidity venues on our platform ✓ Counterparty trading volumes increased over 80% quarter-over-quarter in Q4 2020 GALAXY DIGITAL ✓ Global client base with over 300 active counterparties CORPORATES & TRADING & LIQUIDITY VENTURE SOLUTIONS CAPITAL across multiple products BLOCKCHAIN PROJECTS ✓ Leadership in crypto structured products and global Strictly Private & Confidential market making with the acquisitions of Chicago-based DrawBridge Lending and Blue Fire Capital FAMILY OFFICES & HIGH-NET TRADITIONAL ASSET ✓ Emerging Prime Brokerage services in conjunction WORTH INDIVIDUALS MANAGEMENT & HEDGE FUNDS with partners 13
GALAXY DIGITAL ASSET MANAGEMENT Strictly Private & Confidential 14
Asset Management: Institutional-Grade Exposure to the Growth of Digital Assets and Blockchain Technology $1.3B COLLECTIVE AUM1 Passive Fund Suite Galaxy Interactive Fund Galaxy Fund Management (“GFM”) Passive Fund Suite: Galaxy Bitcoin Fund Galaxy Crypto Index Fund Galaxy Ethereum Fund CI Galaxy Bitcoin Fund Simple and secure institutional- Diversified exposure to the largest Simple and secure institutional- Closed-end fund in partnership with PRIVATE FUNDS PUBLIC FUNDS grade exposure digital assets grade Ethereum exposure CI The Fund invests directly in bitcoin and The Fund is designed to track the The Fund invests directly in Ether and The Fund is a closed-end investment is priced based on the Bloomberg performance of the Bloomberg Galaxy is priced based on the Bloomberg fund that trades publicly on the Toronto Galaxy Bitcoin Index (“BTC”), our latest Crypto Fund (“BGCI”). Constituents and Galaxy Ethereum Index (“ETH”). Stock Exchange (TSX). The Fund’s Strictly Private & Confidential partnered index with Bloomberg. weightings of the Fund are determined underlying holdings will invest directly by the rules set forth by Bloomberg. into bitcoin. CI Investments, a $200B+ Canadian fund complex is the manager The Galaxy Bitcoin Fund and the Galaxy Crypto Index Fund both received GREEN ODD ratings and Galaxy is the subadvisor of the Fund. from Mercer, an investment advisor with over $15T in assets under advisory2. 1. As of March 31, 2021, unaudited. AUM is an internal estimate inclusive of a sub-advised fund, committed capital in a closed-end vehicle, and seed investments by affiliates. Changes in AUM are generally the result of performance, contributions, and withdrawals. 2. This does not constitute in any way an endorsement by Mercer of any GFM Fund. 15
Asset Management: Galaxy Interactive Venture Capital The $325M1 Galaxy Interactive Fund investments focus on the intersection of blockchain, interactive content, and digital objects BLOCKCHAIN PORTFOLIO INTERACTIVE USE CASE SYNERGIES CONTENT Blockchain enables new Our companies are pioneers forms of interactive of the interactive content content & accelerates sector, and we actively look to distribution, create partnerships and by aligning incentives in synergies between them interactive entertainment GALAXY INTERACTIVE MARKET DOMAIN DIGITAL GROWTH OBJECTS BLOCKCHAIN EXPERTISE The interactive entertainment Our team has significant industry has surpassed every experience in both Strictly Private & Confidential other form of media in market traditional media and size, and emerging frontier technologies such technologies (blockchain, as VR/AR and Blockchain interactivity engines, VR/AR) 1. $325M fund figure includes commitments from an external LP and an affiliate of Galaxy Digital will drive its next stage 16
GALAXY DIGITAL INVESTMENT BANKING Strictly Private & Confidential 17
Investment Banking: Dedicated Sector Expertise Galaxy Digital’s Investment Banking business combines traditional advisory services with deep sector knowledge M&A ADVISORY CAPITAL RAISING GENERAL CORPORATE ADVISORY Strategic advisory on all corporate-related Full lifecycle financing support across multiple Broad-based corporate advice, including: transactions, including: products, including: ▪ Business planning ▪ Mergers & acquisitions (buy-side & sell- ▪ Public equity (follow-on and IPO) ▪ Corporate strategy side) ▪ Debt and equity private placements ▪ Financial planning and budgeting ▪ Takeover defense ▪ Direct lending and bridge financings ▪ Competitive analysis ▪ Restructurings ▪ Structured and project financings ▪ Go-to-market strategy for new products ▪ Strategic reviews ▪ Tokenized financings1 and services Full support for any scenario: Developing a global distribution platform Expertise in technical consulting and services ▪ Strategic partner or target identification ▪ Connectivity with investors focused on the including blockchain implementation and ▪ Transaction structuring & valuation blockchain/digital asset space strategy ▪ Due diligence ▪ Building a network of distribution partners Sell-side Advisor: $150m Sale of SELECTED Strictly Private & Confidential DEAL $45m IPO $90m IPO $10m Series A To Co-Manager Joint Bookrunner Placement Agent EXPERIENCE $350m raise Nov-2019 Nov-2019 Jan-2020 Aug-20202 March 2021 Note: Securities products and services are offered by Galaxy Digital Partners LLC, a member of FINRA and SIPC. 1 Galaxy Digital does not currently offer investment banking services related to tokenization and intends to work to do so in the future in a regulatorily compliant manner. 2 Announcement Date; transaction Closing occurred in October-2020. 18
19 GALAXY DIGITAL MINING Strictly Private & Confidential
Mining: Newly Launched Business Focused on Bitcoin Mining Galaxy’s bitcoin mining practice strategically focused on providing innovative and sophisticated financial tools for North America miners. Mission Product Offerings LIVE IN MARKET Work across Galaxy verticals Process to source clients, Mining Equipment create/enhance products, Prop Mining In Development Finance (“MiFi”) and identify new solutions ▪ Bespoke, flexible ▪ Using best-in-class, ▪ Hedging solutions offerings for miners onshore third-party ▪ Hashrate derivatives Utilize in-house expertise to across the globe facility operator and ▪ Working capital Strategy provide novel and sophisticated tools for North proprietary optimization American miners ▪ Closed two miner technology ▪ Private placement financing deals in the mandates first quarter 2021 ▪ Galaxy mines bitcoin ▪ Cloud mining The one-stop shop for mining at >80% discount to ▪ Passive or active fund Strictly Private & Confidential Long-Term financial services and the fair market value1 Vision financial hub for mining in products North America 1. As of March 30, 2021, which assumes a bitcoin price of over $57,000. 20
GALAXY DIGITAL PRINCIPAL INVESTMENTS Strictly Private & Confidential 21
Principal Investments: Platform Approach Principal Investments team brings together deep experience and relationships ▪ Veteran investment professionals across Integrated & Full-firm multiple markets Investment Origination ▪ Cross-sourcing of investment opportunities SOURCING ▪ Investing across all global asset classes since Unparalleled Industry 1994; crypto/blockchain since 2013 onward Relationship Network ▪ Deep capital markets relationships ▪ Proprietary Galaxy Digital research Differentiated, Research-driven ▪ Market insights exchanged across our Market Intelligence platform EVALUATION ▪ Rigorous due diligence Creative, yet Disciplined ▪ Maintain a disciplined, thematic focus Investment Approach Strictly Private & Confidential ▪ Relative value analysis across currencies and Comprehensive Multi-Asset digital assets Experience ▪ Ability to evaluate the entire capital structure EXECUTION ▪ Creative SMA solutions Growing ▪ Active throughout market environments Capital Mandates 22
Principal Investments: Venture & Principal Investments Portfolio REPRESENTATIVE REPRESENTATIVE INVESTMENTS CO-INVESTORS ENTERPRISE BLOCKCHAIN DIGITAL ASSET INFRASTRUCTURE DIGITAL ASSET BANKING & FINANCING CRYPTOCURRENCY ECOSYSTEMS INTERACTIVE MEDIA Strictly Private & Confidential & ENTERTAINMENT LIQUID VENTURE EXPOSURE 23
FOURTH QUARTER 2020 HIGHLIGHTS Strictly Private & Confidential 24
Galaxy Digital Reported a Transformational Fourth Quarter 2020 Net Comprehensive Income1 AUM2 Counterparty Trading Volumes Q4 2019 Q3 2020 Q3 2020 Q4 2020 1,175% Q4 2020 +98% Q4 2020 +80% $336M $807M $407M Strictly Private & Confidential -$31M Note: All financial figures in this overview are in US Dollars, unless otherwise stated 1. As of December 31, 2020; excludes non-controlling interests 2. AUM is an internal estimate inclusive of a sub-advised fund, committed capital in a closed-end vehicle, and seed investments by affiliates. Changes in AUM are generally 25 the result of performance, contributions, and withdrawals.
Forward-looking Information and Important Considerations Certain information in this presentation, including, but not limited to, statements regarding Galaxy Digital Holdings Ltd.’s (“Galaxy Digital” or the “Company”) anticipated business or opportunities, may constitute forward looking information within the meaning of Canadian securities laws (collectively, forward-looking information). Forward-looking information can be identified by the use of terms such as “may,” “will,” “should,” “expect, “anticipate,” “project,” “estimate,” “intend,” “continue” or “believe” (or the negatives) or other similar variations. Because of various r isks and uncertainties, including those referenced below and herein, actual events or results may differ materially from those reflected or contemplated in such forward-looking information. Forward looking statements are subject to the risk that the global economy, industry or the Company’s businesses and investments do not perform as anticipated, that revenue or expenses estimates may not be met or may be materially less or more than those antici pated, that trading and lending momentum does not continue or the demand for trading and lending solutions declines, that expected fundraising for asset management products is delayed or not achieved, that investment banki ng transactions may be modified or not completed at all, that the mining business is not able to gain traction with clients and partners and those other risks contained in the Annual Information Form (AIF) for the year ended De cember 31, 2020. Factors that could cause actual results of the Company and its businesses to differ materially from those described in such forward-looking statements include, but are not limited to, a decline in the digital asset market or general economic conditions; the failure or delay in the adoption of digital assets and the blockchain ecosystem by institutions; a delay or failure in developing infrastructure for the trading, mining and investment banking businesses or achieving mandates and gaining traction and the failure to grow assets under management. In connection with the forward-looking information contained in this presentation, the Company has made assumptions that no significant events occur outside of the normal course of business and other assumptions set out herein. Forward-looking information is not a guarantee of future performance; accordingly, you should not pu t undue reliance on forward-looking information. Certain statements reflect Galaxy Digital’s views, estimates, opinions or predictions (which may be based on proprietary mode ls and assumptions, including, in particular, Galaxy Digital’s views on the current and future market for digital assets), and there is no guarantee that these views, estimates, opinions or predictions are currently accurate or tha t they will be ultimately realized. To the extent these assumptions or models are not correct or circumstances change, the actual performance of Galaxy Digital and its subsidiaries may vary substantially from, and be less than, the estimated performance. The forward-looking information in this presentation and other information in this presentation are applicable only as of today and Galaxy Digital undertakes no obligation to update any of this information to reflect events or circumstances after that date or to reflect the occurrence of unanticipated events. This presentation contains certain pre-released first quarter 2021 financial information (the “pre-released financial information”). The pre-released financial information contained in this presentation are preliminary and represent the most current information available to the Company's management, as the Company completes its financial procedures. The Co mpany's actual consolidated financial statements for such period may result in material changes to the pre-released financial information summarized in this presentation (including by any one financial metric, or all of the financial metrics, being below or above the figures indicated) as a result of the completion of normal quarter end accounting procedures and adjustments, and also what one might expect to be in the final consolidated financial s tatements based on the financial information summarized in this presentation. Although the Company believes the expectations reflected in this presentation are based upon reasonable assumptions, the Company can give no assur ance that actual results will not differ materially from these expectations. The information (Information) contained herein may not be reproduced or redistributed in whole or in part, in any format, wit hout the express written approval of Galaxy Digital. You should make your own investigations and evaluations of the Information. The Information is being provided solely for informational purposes about Galaxy Digital and may not be used or relied on for any purpose (including, without limitation, as legal, tax or investment advice) without the express written approval of Galaxy Digital. The Information is not an offer to buy or sell, nor is it a s olicitation of an offer to buy or sell, any investment banking services, securities, futures, options, commodities or other financial instruments or to participate in any investment banking services or trading strategy. Nothing contained in this document constitutes investment, legal or tax advice. If any offer and sale of securities is made, it will be pursuant to offering materials. Any decision to make an investment should be made after reviewing such offering materials, conducting such investigations as the investor deems necessary and consulting the investor’s own investment, legal, accounting and tax advisors in order to make an independent determination of the suitability and consequen ces of an investment. You should also speak with your own broker and/or advisors if you require Strictly Private & Confidential information about buying or selling any securities, including those related to Galaxy Digital. Any decisions based on the Inf ormation are the sole responsibility of the reader. Certain information contained herein (including financial information) has been obtained from published and non -published sources. Such information has not been independently verified by Galaxy Digital, and Galaxy Digital does not assume responsibility for the accuracy of such information. None of Galaxy Digital nor any of its respective affili ates, shareholders, partners, members, directors, officers, management, employees or representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of any of the Information or any other information (whether communicated in written or oral form) transmitted or made available to you. Each of the aforementioned parties expressly disclaims any and all liability relating to or resulting from the use of t he Information or such other information. Affiliates of Galaxy Digital own investments in some of the digital assets, investments and protocols discussed in this document. 26
Forward-looking Information and Important Considerations Any interests in Galaxy Digital or any affiliate that may be offered or sold have not been and will not be registered under t he applicable securities laws of the United States. Consequently, any interests in Galaxy Digital or any affiliate may not be offered, sold or otherwise transferred within the United States or to, or for the account or benefit of, “U.S. persons” as defined in Regulation S under the U.S. Securities Act of 1933, as amended, absent registration or an exemption from registration thereunder. No public offering of any shares in the Galaxy Digital or any affi liate is being, or has been, made in the United States. Any interest in Galaxy Digital or any affiliate may not be purchased by an “employee benefit plan” within the meaning of the U.S. Employee Retirement Income Security Act of 1974 , as amended (ERISA), including (i) an investor using assets of: (A) an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA; (B) a “plan” as defined in Section 4975 of the U.S. Int ernal Revenue Code, as amended (the IRC), including an individual retirement account or other arrangement that is subject to Section 4975 of the IRC; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the IRC. None of the Information has been filed with the U.S. Securities and Exchange Commission, any securities administrato r under any state securities laws or any other governmental or self-regulatory authority. No governmental authority has opined on the adequacy of the information contained herein. Any representation to the contrary is a criminal offense in the United States. Neither Galaxy Digital nor any of its affiliates is, or expects to be, registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the Investment Company Act ), and purchasers of any securities will not be entitled to the benefits of the Investment Company Act. BLOOMBERG is a trademark or service mark of Bloomberg Finance L.P. GALAXY is a trademark of GDCM. Bloomberg Finance L.P. and its affiliates (collectively, Bloomberg) are not affiliated with GDCM, Galaxy Crypto Index Master Fund LP, the Galaxy Ethereum Fund and the Galaxy Bitcoin Funds (collectively, the Fund), and their respective affilia tes (collectively, Galaxy). Bloomberg’s association with Galaxy is to act as the administrator and calculation agent of the Index, which is the property of Bloomberg. Neither Bloomberg nor Galaxy guarantee the timeliness, accurateness, or completeness of any data or information relating to the Index or results to be obtained. Neither Bloomberg nor Galaxy make any warranty, express or implied, as to the Index, any data or values relating t hereto or any financial product or instrument linked to, using as a component thereof or based on the Index (Products) or results to be obtained therefrom, and expressly disclaims all warranties of merchantability and fitness f or a particular purpose with respect thereto. To the maximum extent allowed by law, Bloomberg, Galaxy and its or their licensors, and its and their respective employees, contractors, agents, suppliers, and vendors shall have no liability or responsibility whatsoever for any injury or damages—whether direct, indirect, consequential, incidental, punitive, or otherwise—arising in connection with the Index, any data or values relating thereto or any Products —whether arising from their negligence or otherwise. Securities transactions are effected through Galaxy Digital Partners LLC, a member of FINRA and SIPC. Additional information about the Company and its products and services is contained in Galaxy Digital’s filings with the Cana dian securities regulators available on the Company’s profile at www.sedar.com and on the investor relations portion of Galaxy Digital’s website at www.galaxydigital.io. © Copyright Galaxy Digital 2021. All rights reserved. ® Registered Service Mark of Galaxy Digital Holdings LP Strictly Private & Confidential 27
Additional Disclaimers Galaxy manages the Galaxy Crypto Index Fund, Galaxy Ethereum Fund and the Galaxy Bitcoin Funds (each a “Fund”) which invests in digital assets. The Information is not an offer to buy or sell, nor is it a solicitation of an offer to buy or sell, interests in the Fund or any advisory services or any other security or to participate in any advisory servic es or trading strategy. If any offer and sale of securities is made, it will be pursuant to the confidential offering memorandum of the Fund (the Offering Memorandum). Any decision to make an investment in the Fund should be made afte r reviewing such Offering Memorandum, conducting such investigations as the investor deems necessary and consulting the investor’s own investment, legal, accounting and tax advisors in order to make an independent de termination of the suitability and consequences of an investment.. The performance of the Fund will vary from the performance of the relevant Index that it tracks. None of the Information has been filed with the U.S. Securit ies and Exchange Commission, any securities administrator under any state securities laws or any other governmental or self-regulatory authority. No governmental authority has opined on the merits of the offering of any securities by the Fund or Galaxy, or the adequacy of the information contained herein. Any representation to the contrary is a criminal offense in the United States. The Company listed on the TSX via TSX Sandbox, an initiative intended to facilitate listing applications that may not satisfy the original listing requirements of TSX, but due to facts or situations unique to a particular issuer otherwise warrant a listing on TSX. The TSX has exercised its discretion to waive the requirements of subsection 309(c)(i) of its manual (C$10 million in treasury resulting from public raise) which the Company did not meet and has approved the listing of the Company pursuant to TSX Sandbox. Galaxy Digital's approval pursuant to TSX Sandbox was condit ioned upon public filing of an Annual Information Form and prominent quarterly disclosure of digital assets and investments, which the Company has completed and agreed to continue to provide. The Company will remain li sted pursuant to TSX Sandbox until such time as it has completed a twelve-month period without significant compliance issues after graduation. In addition, Galaxy Digital is required to disclose the following two risk fa ctors that were also included in the most recent Annual Information Form for the year-ended 2020: (1) The Company has limited operating history and its business lines are nascent and subject to material legal, regulatory, operation al and other risks in every jurisdiction; and (2) the market price and trading volume of the Company's ordinary shares has been volatile and will likely continue to be so in response to, among other factors, market fluctuations in digital assets generally or the digital assets that Galaxy Digital holds or trades. Strictly Private & Confidential 28
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