Galaxy Announces Closing of its US$125 Million Bought Deal Financing

/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/

NEW YORK, April 12, 2024 /CNW/ – Galaxy Digital Holdings Ltd. (TSX: GLXY) (“Galaxy” or the “Company“) is pleased to announce that it has closed its previously announced bought deal financing (the “Offering“).  Canaccord Genuity Corp. acted as lead underwriter to the Offering on behalf of a syndicate of underwriters which included Jefferies Securities Inc. and Stifel Nicolaus Canada Inc. (collectively, the “Underwriters“). Pursuant to the Offering, the Company issued a total of 12,100,000 ordinary shares (the “Ordinary Shares“) on a bought deal basis at an offering price of C$14.00 per Ordinary Share (the “Offering Price“) for aggregate gross proceeds of C$169,400,000 (or approximately US$125 million equivalent).

Certain shareholders, including Galaxy Group Investments LLC, have granted the Underwriters an option to purchase up to an additional 1,815,000 Ordinary Shares (to be issued upon the exchange of Class B Units of Galaxy Digital Holdings LP held in accordance with their terms) at the Offering Price, to cover over-allotments, if any, and for market-stabilizations purposes (the “Over-Allotment Option“), exercisable for a period of 30 days following the date hereof.

The net proceeds of the Offering to the Company will be used for general corporate purposes and working capital as set forth in its prospectus supplement to its base shelf prospectus dated March 26, 2024. The Company will not receive any proceeds from the sale of Ordinary Shares in connection with the Over-Allotment-Option.

The securities under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (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.

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 operating 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 products 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 exercise of the Over-Allotment Option, the anticipated use of proceeds 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 as supplemented by the Prospectus Supplement dated April 10, 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.