| March 4, 2024 |
| NEWS RELEASE |
| CSE: BIGG |
VANCOUVER, March 4 2024 – BIGG Digital Assets Inc. (“BIGG” or the “Company”) (CSE: BIGG; OTCQX: BBKCF; WKN: A2PS9W), owner of Netcoins, Blockchain Intelligence Group, and TerraZero is pleased to announce that it has entered into an agreement with A.G.P. Canada Investments ULC (“A.G.P. Canada”), who have agreed to sell, on a commercially reasonable efforts private placement basis, up to a maximum of 20,833,333 units of the Company (“Units”) at a price of C$0.24 per Unit, for aggregate gross proceeds of up to C$5,000,000 (the “Offering”). Each Unit will be comprised of one common share in the authorized share structure of the Company (a “Share”) plus one Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Share at an exercise price of C$0.30 for 60 months following the completion of the Offering.
The Units to be issued under the Offering will be offered to purchasers pursuant to the listed issuer financing exemption (“LIFE Exemption”) under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), in all the provinces of Canada, except Quebec. The Units offered under the LIFE Exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws. The Units may also be offered to persons in the United States pursuant to exemptions from the registration requirements under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and all applicable U.S. state securities laws, as well as outside Canada and the United States on a basis which does not require the qualification or registration of any of the Company’s securities or require the Company to be subject to any ongoing disclosure requirements under any domestic securities laws.
There is an offering document related to the LIFE Exemption portion of the Offering that can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.biggdigitalassets.com. Prospective investors should read this offering document before making an investment decision.
The Company plans to use the net proceeds from the Offering for advertising and marketing activities for each of its business divisions, expansion of the TerraZero development team, Netcoins’ Canadian Investment Regulatory Organization (CIRO) application, expansion of the Netcoins sales team, increase in Netcoins’ float for operational purposes, general working capital requirements for Netcoins, BIG and TerraZero and for general corporate purposes. The Offering is scheduled to close on or about March 12, 2024 the (“Closing Date”), and is subject to certain conditions customary for transactions of this nature, including, but not limited to, the receipt of all necessary approvals. The Company has agreed to pay A.G.P. Canada a cash fee equal to 7% of the gross proceeds from the Offering and 3.5% of the gross proceeds of the Offering from purchasers on a president’s list provided by the Company (the “President’s List”). In addition, upon closing of the Offering, the Company has agreed to issue A.G.P. Canada non-transferable broker warrants (each, a “Broker Warrant”) equal to 7% of the total number of Units sold pursuant to the Offering and 2% of the total number of Units sold to purchasers on the President’s List. Each Broker Warrant will be exercisable for one Share at a price of C$0.30 per Broker Warrant, and is exercisable for a period of 60 months following the completion of the Offering.
The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act or under any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, a “U.S. person” (as defined in Regulation S under the U.S. Securities Act) absent registration or any applicable exemption from the registration requirements under the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
On behalf of the Board
Dan Reitzik
Interim CEO
[email protected]
About BIGG Digital Assets Inc.
BIGG Digital Assets Inc. (BIGG) believes the future of crypto is a safe, compliant, and regulated environment. BIGG invests in products and companies to support this vision. BIGG has three portfolio companies: Netcoins (netcoins.com), Blockchain Intelligence Group (blockchaingroup.io), and TerraZero (terrazero.com).
Blockchain Intelligence Group is an industry leading digital asset forensics, anti-money laundering detection, and cryptocurrency investigations company. At the heart of our operations is a deep-rooted expertise in visualizing digital assets and market related activities. This expertise is leveraged to monitor transactional data with a constant eye to assisting our customers with risk management, due diligence, and forensic services for digital assets.
Netcoins offers safe and secure crypto trading in Canada and the USA, with a mission to make cryptocurrency easily accessible to the mass consumer and investor with a focus on fast, simple and transparent trading. Netcoins has a robust product offering with Crypto Trading, Netcoins Pay Mastercard and Netcoins Staking. Netcoins utilizes BitRank Verified® software at the heart of its platform and facilitates crypto trading via its cutting-edge Mobile and Web applications. For more information please visit our website www.netcoins.com.
TerraZero Technologies Inc. is a vertically integrated Metaverse development group and leading Web3 technology company specializing in helping brands create immersive experiences. TerraZero’s Metaverse-agnostic vision is to develop and implement products and services with scalable commercial applications to flourish engagement across gamified experiences where enterprise-level businesses, metaverse platforms, and Web3 creators can seamlessly bridge and actionably grow their virtual world and the physical world endeavors together as one. TerraZero owns digital real estate for brands to establish presence in existing virtual worlds and can also offer brands their own private worlds to provide offices and services to those interested in the metaverse. Furthermore, TerraZero acquires, designs, builds, and operates virtual assets and solutions to monetize the metaverse ecosystem. TerraZero’s businesses are segmented into five (5) divisions which include: (1) immersive experience creation in existing or private virtual worlds; (2) advertising; (3) data analytics; (4) events and marketing; and (5) development of the Intraverse. TerraZero aims to support the community, foster innovation, and drive adoption. For more information, please visit https://terrazero.com/ or contact [email protected].
For more information and to register for BIGG’s mailing list, please visit our website at https://www.biggdigitalassets.com. Or visit SEDAR+ at www.sedarplus.ca.
Future operating results could also be materially affected by the price of cryptocurrency and the demand (or lack thereof) for cryptocurrency. In addition, BIGG’s past financial performance may not be a reliable indicator of future performance.
Forward-Looking Statements:
Certain statements in this release are forward-looking statements, which include the size of the Offering, the use of proceeds from the Offering, and the anticipated Closing Date. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, the ability to manage operating expenses, which may adversely affect the Company’s financial condition, the ability to remain competitive as other better financed competitors develop and release competitive products, volatility in the trading price of the Shares, the demand and pricing of cryptocurrency, the Company’s ability to successfully define, design and release new products in a timely manner that meet customers’ needs; the ability to attract, retain and motivate qualified personnel; competition in the industry; and other factors, many of which are beyond the control of BIGG. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. Undue reliance should not be placed on the forward-looking information because BIGG can give no assurance that they will prove to be correct. The securities of BIGG are considered highly speculative due to the nature of BIGG’s business. For further information concerning these and other risks and uncertainties, refer to the Company’s website and filings on www.sedarplus.ca. In addition, BIGG’s past performance may not be a reliable indicator of future performance.
Important factors that could cause actual results to differ materially from BIGG’s expectations include consumer sentiment towards BIGG’s products and Cryptocurrency and Blockchain technology generally, technology failures, the lack of demand for the Company’s products and services, fluctuations in the price of cryptocurrency, the ability to successfully define, design, and release new products in a timely manner that meet customers’ needs; the ability to attract, retain, and motivate qualified personnel; competition in the industry; the impact of technology changes on the products and industry; failure to develop new and innovative products; the ability to successfully maintain and enforce our intellectual property rights and defend third-party claims of infringement of their intellectual property rights; the impact of intellectual property litigation that could materially and adversely affect the business; the ability to manage working capital; and the dependence on key personnel; competition; the demand and pricing of cryptocurrencies and NFTs (including digital assets); litigation; security threats, including a loss/theft of NFTs, cryptocurrencies, and other assets; and failure of counterparties to perform their contractual obligations.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, BIGG disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, BIGG undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
The CSE does not accept responsibility for the adequacy or accuracy of the content of this Press Release.
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