BIGG Digital Assets Inc. Announces Upsize of Brokered LIFE Financing for Gross Proceeds of up to C$8 Million - Seite 2

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, Blockchain Intelligence Group 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.