BIGG Digital Assets Inc. Announces Brokered LIFE Financing up to C$5 Million

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, March 04, 2024 (GLOBE NEWSWIRE) -- 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.