BIGG Digital Assets Enters into Definitive Agreement to Fully Acquire TerraZero Technologies Inc. - Seite 2

Transaction Details

Upon closing, TerraZero will become a wholly-owned subsidiary of BIGG. Each TerraZero common share and TerraZero preferred share not owned by BIGG or dissenting shareholders of TerraZero (collectively, the “TerraZero Shares”) will be exchanged for approximately 1.69 BIGG Shares (the “Exchange Ratio”) for a total of approximately 62 million BIGG Shares (the “Consideration”). The Consideration represents a total offer value of approximately $0.54 per TerraZero Share, which is calculated based on the volume weighted average price of BIGG Shares on the CSE for the 20 trading days preceding August 22, 2023 of approximately $0.32 per BIGG Share. Each outstanding option of TerraZero shall be exchanged for options of BIGG (after giving effect to the Exchange Ratio) that will entitle the holder to acquire and receive, upon the exercise thereof, BIGG Shares. Each outstanding warrant of TerraZero will automatically become exercisable into BIGG Shares (after giving effect to the Exchange Ratio) pursuant to their existing terms.

At closing, existing BIGG and TerraZero shareholders will own approximately 80% and 20% of BIGG, respectively.

The Transaction will be implemented by way of an amalgamation under the Business Corporations Act (British Columbia) and will require the approval of: (i) at least 66 2/3% of the votes cast by the holders of TerraZero's common shares and TerraZero preferred shares, voting together as a single class, present in person or represented by proxy at a special meeting to consider the Transaction; and (ii) at least 66 2/3% of the votes cast by the holders of TerraZero’s common shares and TerraZero's preferred shares, each voting as a separate class, present in person or represented by proxy at a special meeting to consider the Transaction. The completion of the Transaction will also be subject to regulatory approvals and closing conditions customary in transactions of this nature.

TerraZero shareholders, including all TerraZero directors and officers, representing in aggregate 59% of the votes attached to outstanding TerraZero common shares and 100% of the votes attached to outstanding TerraZero preferred shares, have entered into escrow and support agreements in favor of the Transaction, whereby signatories have agreed to vote their shares in TerraZero in favour of the Transaction. As of the date hereof, BIGG is the registered owner of approximately 30% of the outstanding TerraZero common shares and 34% of the outstanding TerraZero preferred shares and will be permitted to vote its shares of TerraZero at the TerraZero special meeting to consider the Transaction.