BIGG Digital Assets Enters into Definitive Agreement to Fully Acquire TerraZero Technologies Inc. - Seite 3

On closing, TerraZero shareholders, including all TerraZero directors and officers, representing in aggregate 72% of the votes attached to outstanding TerraZero common shares and 100% of the votes attached to outstanding TerraZero preferred shares are expected to have entered into escrow and support agreements, pursuant to which the BIGG Shares received by such TerraZero Shareholders as Consideration under the Transaction will be subject to voluntary escrow resale restrictions for periods ranging from between 4 to 24 months commencing from the closing date of the Transaction.

None of the securities to be issued pursuant to the Agreement have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and any securities issued in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Copies of the Agreement and certain related documents will be filed with Canadian securities regulators on SEDAR+ at www.sedarplus.ca under BIGG’s profile.

Board Observer Right

Pursuant to the Agreement, Dan Reitzik shall be appointed as a non-voting observer to the board of directors of BIGG to hold such position for a period of 12 months following the closing of the Transaction.

Board of Directors' and Special Committee Recommendations

The board of directors of BIGG (with Mark Binns and Lance Morginn abstaining due to their respective interest in TerraZero), on the unanimous recommendation of a special committee of independent directors of BIGG, have approved the Transaction. The independent members of the board of directors of TerraZero, with the benefit of a fairness opinion from an independent financial advisor, have approved the Transaction and recommended that TerraZero shareholders vote in favor of the Transaction.

Advisors and Counsel

Borden Ladner Gervais LLP is serving as counsel to BIGG.

RwE Growth Partners has provided a fairness opinion to TerraZero’s Board of Directors.

Dentons Canada LLP is serving as counsel to TerraZero.

On behalf of the Board

Mark Binns

CEO

[e-mail]

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.ca), Blockchain Intelligence Group (blockchaingroup.io), and TerraZero (terrazero.com).