Not intended for distribution to or dissemination within the United States.
VANCOUVER, British Columbia, March 4, 2024 (GLOBE NEWSWIRE) — BIGG Digital Assets Inc. (“BIGG” or the “Company”) (CSE: BIGG; OTCQX: BBKCF; WKN: A2PS9W)owner of net coin, Blockchain Intelligence Groupand Terra Zero The Company announces that it has entered into an agreement with AGP Canada Investments ULC (“AGP Canada”) agreeing to sell up to 20,833,333 units of Company stock on a private placement basis using commercially reasonable efforts. (the “Units'') are priced at CAD $0.24 per Unit for aggregate gross proceeds of up to CAD $5,000,000 (the “Offering''). Each Unit consists of one common share (a “Share”) and one stock purchase warrant (a “Warrant”) in the Company's authorized stock structure. Each Warrant holder will be entitled to purchase his one Share at an exercise price of C$0.30 for a period of 60 months following the closing of the Offering.
The Units issued pursuant to this Offering are being offered to Purchasers pursuant to the Listed Issuer Financing Exemption (the “LIFE Exemption”) pursuant to Part 5A of National Instrument 45-106. Prospectus exemption (“NI 45-106”), all provinces of Canada except Quebec. Units offered under the LIFE Exemption are not subject to resale restrictions under applicable Canadian securities laws. The Units are also offered to persons within and outside the United States pursuant to an exemption 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. There may be cases. This is based on the fact that our securities do not require qualification or registration or require us to be subject to ongoing disclosure requirements under domestic securities laws.
There are offering documents relating to the LIFE exempt portion of this offering, which can be accessed from the Company Profile on SEDAR+ (www.sedarplus.ca) and on our website (www.biggdigitalassets.com). Prospective investors should read this offering document before making any investment decisions.
The Company will use the net proceeds from this offering to support advertising and marketing activities of each business unit, expansion of the TerraZero development team, NetCoin's application to the Canadian Investment Regulatory Organization (CIRO), expansion of NetCoin's sales team, and sales revenue. We plan to use the funds to increase the number of employees. Floating netcoin for operational purposes, general working capital requirements for netcoin, BIG, TerraZero, and general corporate purposes. The Offering is expected to close on or about March 12, 2024 (the “Closet Date”) and is subject to certain conditions customary for transactions of this type, including, without limitation, the receipt of all necessary approvals. conditions apply. The Company has agreed to pay AGP Canada a cash fee equal to 7% of the gross proceeds from the Offering and 3.5% of the gross proceeds from the Offering from the President's List purchasers provided by the Company (hereinafter referred to as “”)President listIn addition, upon the completion of this Offering, the Company has provided a non-transferable AGP Canada Broker Guarantee (each a “Broker Guarantee”) equal to 7% of the total number of units sold under this Offering and 2% of the total number of Units sold. “Warranty''). Total number of units sold to President's List buyers. Each Broker Warrant is exercisable for one share at a price of C$0.30 per Broker Warrant and is exercisable for 60 months following the closing of the Offering.
The securities being offered pursuant to this offering have not been and will not be registered under the U.S. Securities Act or the securities laws of any U.S. state and may not be offered or sold in or for account in the United States. or the benefit of a “U.S. Person” (as defined in Regulation S under the U.S. Securities Act) if the U.S. Person does not register or exempt from the registration requirements under the U.S. Securities Act and applicable U.S. state securities laws. . This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, or an offer to sell or sell any securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful. shall not be carried out.
on behalf of the board of directors
Dan Reitzyk
Interim CEO
ir@biggdigitalassets.com
About BIGG Digital Asset Co., Ltd.
BIGG Digital Assets Inc. (BIGG) believes the future of cryptocurrencies is in a secure, compliant, and regulated environment. BIGG invests in products and companies to support this vision. BIGG has three of his 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 investigation firm. At the heart of our work is deep-rooted expertise in visualizing digital assets and market-related activities. This expertise is leveraged to monitor transaction data while keeping an eye on assisting clients with digital asset risk management, due diligence and forensic services.
net coin provides safe and secure crypto transactions in Canada and the United States, with a focus on fast, simple, and transparent transactions, and a mission to make crypto easily accessible to mass consumers and investors. It offers. Netcoins offers powerful products such as Crypto Trading, Netcoins Pay Mastercard, and Netcoins Staking. Netcoins utilizes BitRank Verified® software at the heart of its platform, facilitating crypto trading through state-of-the-art mobile and web applications. For more information, please visit our website www.netcoins.com.
Terra Zero Technologies Co., Ltd. is a vertically integrated Metaverse development group, a leading Web3 technology company dedicated to helping brands create immersive experiences. TerraZero's metaverse-agnostic vision is to enable enterprise-level businesses, metaverse platforms, and Web3 creators to seamlessly bridge their virtual and physical world efforts and grow hands-on across gamified experiences. To develop and implement products and services with scalable commercial applications that drive engagement. As one. TerraZero owns the digital real estate for brands to establish a presence in existing virtual worlds, giving them their own private world to offer offices and services to those interested in the metaverse. You can also. Additionally, TerraZero acquires, designs, builds, and operates virtual assets and solutions to monetize the Metaverse ecosystem. TerraZero's business is categorized into his five divisions: (1) Creating immersive experiences in existing or private virtual worlds. (2) Advertising. (3) Data analysis. (4) Events and Marketing. (5) Intraverse development. TerraZero aims to support the community, foster innovation, and accelerate adoption. For more information, visit https://terrazero.com/ or contact hello@terrazero.com.
For more information and to join BIGG's mailing list, please visit our website https://www.biggdigitalassets.com. Or visit SEDAR+ (www.sedarplus.ca).
Future results may also be materially affected by the price of cryptocurrencies and the demand for (or lack of) cryptocurrencies. Additionally, 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, including 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, such as statements regarding beliefs, plans, expectations and intentions regarding the future. Such information generally includes forward-looking statements such as “may,” “expects,” “estimates,” “anticipates,” “intends,” “believes,” and “continues”; or It can be identified by using its negative form or similar variations. . Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that plans, intentions or expectations based on such forward-looking statements will materialize. By their nature, forward-looking statements involve a number of assumptions, both general and specific, known and unknown risks and uncertainties, and they involve predictions, estimates, forecasts, forecasts and other forward-looking statements. Contributes to the possibility that forward-looking statements will not materialize. These assumptions, risks and uncertainties include, but are not limited to, general economic and capital market conditions in particular, our ability to control our operating expenses, and the availability of other well-financed companies, which could adversely affect our financial condition; including our ability to remain competitive. our competitors developing and releasing competitive products; the volatility of stock trading prices; the demand and pricing of cryptocurrencies; our ability to timely define, design and release new products that meet customer needs; ability. our ability to attract, retain and motivate talented people; Competition within the industry. and other factors, many of which are beyond BIGG's control. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. You should not place undue reliance on forward-looking information as BIGG cannot give any assurance that it will prove to be correct. BIGG's securities are considered highly speculative due to the nature of BIGG's business. For more information regarding these and other risks and uncertainties, please refer to our website and filings at www.sedarplus.ca. Additionally, BIGG's past performance may not be a reliable indicator of its future performance.
Important factors that could cause actual results to differ materially from BIGG's expectations include consumer sentiment toward BIGG's products and cryptocurrency and blockchain technology generally, technology failures, and demand for our products and services; lack of value, fluctuations in the price of cryptocurrencies, and succeed in defining, designing, and releasing new products in a timely manner that meet customer needs. our ability to attract, retain and motivate talented people; Competition within the industry. The impact of technological change on products and industries. Failure to develop new and innovative products. our ability to adequately maintain and enforce our intellectual property rights and defend against claims of intellectual property infringement by third parties; the impact of intellectual property litigation, which could materially and adversely affect our business; ability to manage working capital; and dependence on key personnel. competition; demand and prices for cryptocurrencies and NFTs (including digital assets); litigation; security threats including loss/theft of NFTs, cryptocurrencies, and other assets; Failure of a trading partner to perform its 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. . Further, BIGG has no obligation to comment on the expectations of or statements made by third parties regarding the matters discussed above.
CSE is not responsible for the adequacy or accuracy of the content of this press release.
