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TORONTO, Jan. 2, 2019 /CNW/ - Michael Novogratz, Founder and CEO of Galaxy Digital Holdings Ltd. (TSXV GLXY; Frankfurt: 7LX) ("Galaxy Digital" or the "Company"), today reported that he acquired 7,500,768 ordinary shares (the "Shares") of the Company for total proceeds of C$7,422,918. The Shares represented approximately 2.7% of the issued and outstanding ordinary shares of the Company as of December 31, 2018 (the "Ordinary Shares") (assuming conversion of the GDH B Units (defined below) held by Mr. Novogratz).
The acquisition of the Shares by Mr. Novogratz was completed on the TSX-Venture Exchange pursuant to the "private agreement exemption" in Section 4.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids. Mr. Novogratz is entitled to rely on this exemption as: (a) purchases were made from not more than 5 persons in the aggregate; (b) the bid was not made generally to securityholders of the Ordinary Shares; and (c) the consideration paid for the Ordinary Shares is not greater than 115% of the market price of such securities. These acquisitions have been reported on the System for Electronic Disclosure by Insiders (SEDI) and took place in December with the most recent acquisition of Shares on December 31, 2018 for C$1.02 per share.
Prior to the acquisition of the Shares, Mr. Novogratz beneficially owned 213,696,000 Class B limited partnership units ("GDH B Units") of Galaxy Digital Holdings LP ("GDH LP"), which represented approximately 76.6% of the issued and outstanding Ordinary Shares on December 31, 2018 (assuming conversion of the GDH B Units held by Mr. Novogratz). Each GDH B Unit is, pursuant to the terms of the GDH LP Third Amended and Restated Limited Partnership Agreement, and subject to certain limitations, exchangeable for Ordinary Shares on a one-for-one basis subject to customary adjustments for stock splits, stock dividends and reclassifications and other similar transactions. Following the acquisition of the Shares, Mr. Novogratz owns and controls, directly or indirectly, on a fully converted basis, 221,196,768 Ordinary Shares, representing approximately 79.3% of the issued and outstanding Ordinary Shares (assuming conversion of the GDH B Units held by Mr. Novogratz) as of December 31, 2018. Mr. Novogratz had previously filed an Early Warning Report on August 1, 2018.
Michael Novogratz acquired the Shares for investment purposes. Mr. Novogratz may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the securities of the Company. For further information and to obtain a copy of the early warning report filed by Mr. Novogratz under applicable Canadian securities laws, please see the Company's profile on SEDAR at www.sedar.com.
The Company's headquarters is located at 107 Grand Street, New York, New York, 10013, USA.
About Galaxy Digital
Galaxy Digital is a diversified, multi-service merchant bank dedicated to the digital assets and blockchain technology industry. Galaxy Digital's team has extensive experience spanning investing, portfolio management, capital markets, operations, asset management, and blockchain technology. Galaxy Digital currently operates four distinct business lines, which include: Trading, Asset Management, Principal Investments and Advisory Services. Galaxy Digital's CEO and Founder is Michael Novogratz. The Company is headquartered in New York City, with offices in Tokyo, Hong Kong, the Cayman Islands (registered office) and New Jersey. Additional information about the Company's businesses and products is available on www.galaxydigital.io.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Certain information in this press release, including, but not limited to, statements regarding Mr. Novogratz' future plans, may constitute forward looking information (collectively, forward-looking statements), which 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 risks and uncertainties, including those referenced below, actual events or results may differ materially from those reflected or contemplated in such forward-looking statements. As a result, you should not rely on such forward-looking statements. Additional information identifying assumptions, risks and uncertainties relating to Galaxy Digital is contained in Galaxy Digital's filings with the Canadian securities regulators available at www.sedar.com. These risks include those discussed in the risk factors section in the Notice of Annual and Special Meeting of Shareholders and Management Information Circular dated May 14, 2018. The forward-looking statements in this press release are applicable only as of the date of this release or as of the date specified in the relevant forward-looking statement.
SOURCE Galaxy Digital Holdings Ltd.
For further information: Michael Novogratz, 107 Grand Street, New York, New York, 10013, USA; Prosek (for media inquiries on behalf of Mr. Novogratz) : Mike Geller, Managing Director, Email: [email protected], Tel: 212.279.3115