NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
VANCOUVER, British Columbia, Nov. 12, 2020 (GLOBE NEWSWIRE) -- BIGG Digital Assets Inc. (“BIGG” or the “Company”) (CSE: BIGG; OTCQB: BBKCF; WKN: A2PS9W) is pleased to announce that in connection with its previously announced overnight public marketed offering, it has entered into an underwriting agreement (the “Underwriting Agreement”) with a syndicate of underwriters led by PI Financial Corp. and including Canaccord Genuity Corp., Echelon Wealth Partners, Haywood Securities Inc. and M Partners Inc. (collectively, the “Underwriters”), to sell 16,750,000 units of the Company (each, a “Unit”) at a price of $0.24 per Unit (the “Offering Price”) for aggregate gross proceeds of approximately $4,020,000 (the “Offering”). The Company intends to use the proceeds from the Offering for research and development, expansion of sales and marketing teams for Blockchain Intelligence Group internationally and Netcoins domestically, additional liquidity for Netcoins trade settlement, increase of long-term Bitcoin investment holdings, and working capital.
Each Unit will consist of one common share of the Company (a “Common Share”) and one-half Common Share purchase warrant (each such full warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at a price equal to $0.30 per Warrant Share for a period of 24 months following the closing of the Offering, subject to an accelerated expiry if the ten trading day volume-weighted average price of the Common Shares on the Canadian Securities Exchange (the “CSE”) is equal to or greater than $0.60 per Common.
The Company will shortly file an amended and restated preliminary short form prospectus (the “AR Preliminary Prospectus”) with the securities commissions in each of the provinces of Canada (other than Québec) amending and restating the preliminary short form prospectus filed on November 10, 2020 to reflect the terms of the Offering. Copies of the AR Preliminary Prospectus will be available on SEDAR at www.sedar.com.
The Company has granted the Underwriters an over-allotment option to increase the size of the Offering by up to 15% of the aggregate number of Units (or the components thereof) on the same terms and conditions of the Offering (the “Over-Allotment Option”), exercisable in whole or in part at any time up to 30 days after and including the closing date of the Offering, which may be exercised for Common Shares, Warrants or a combination thereof. In the event that the Over-Allotment Option is exercised in full, the aggregate gross proceeds of the Offering to the Company will be $4,623,000.
Pursuant to the terms of the Underwriting Agreement, the Underwriters will be paid a cash commission equal to 6% of the gross proceeds of the Offering (including any gross proceeds raised on exercise of the Over-Allotment Option) and 3% of the gross proceeds of the Offering from purchasers on the president’s list of the Company (up to a maximum of aggregate gross proceeds of $500,000). As additional consideration, at the Closing (as defined below) of the Offering, the Underwriters will be issued non-transferable warrants (the “Compensation Options”) of the Company to purchase such number of Common Shares as is equal to 6% of the aggregate Units sold under the Offering (including any Units sold on the exercise of the Over-Allotment Option) and 3% of the total number of Units sold to the president’s list of the Company (up to a maximum of aggregate gross proceeds of $500,000), with each such Compensation Option exercisable into a Common Share at an exercise price equal to the Offering Price any time up to 24 months from the closing of the Offering.
The Company will use commercially reasonable efforts to obtain the necessary approvals to list the Common Shares issuable upon in connection with the Offering on the CSE.
The Offering is expected to close on or about November 30, 2020 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
On behalf of Board
The CSE does not accept responsibility for the adequacy or accuracy of this press release.
About 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 owns two operating companies: Blockchain Intelligence Group (blockchaingroup.io) and Netcoins (netcoins.ca).
Blockchain Intelligence Group (BIG) has developed a Blockchain-agnostic search and analytics engine, QLUETM, enabling Law Enforcement, RegTech, Regulators and Government Agencies to visually track, trace and monitor cryptocurrency transactions at a forensic level. Our commercial product, BitRank Verified® , offers a “risk score” for cryptocurrencies, enabling RegTech, banks, ATMs, exchanges, and retailers to meet traditional regulatory/compliance requirements.
Netcoins develops brokerage and exchange software to make the purchase and sale of cryptocurrency easily accessible to the mass consumer and investor with a focus on compliance and safety. Netcoins utilizes BitRank Verified® software at the heart of its platform and facilitates crypto trading via a self-serve crypto brokerage portal at Netcoins.app.
For more information and to register to BIGG’s mailing list, please visit our website at https://www.biggdigitalassets.com. Or visit SEDAR at www.sedar.com.
Cautionary Statement Regarding Forward Looking Information
This press release contains forward-looking information within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, statements regarding the ability of the Company to close the Offering, the anticipated terms of the Offering, the anticipated use of proceeds from the Offering, the proposed timing of the Offering, and the Company’s beliefs about the future of crypto are "forward-looking statements". Forward-looking information can be identified by the use of words such as “will” or “believe” or variations of such words or statements that certain actions, events or results “will” be taken, occur or be achieved. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of BIGG. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. Undue reliance should not be placed on the forward-looking information because BIGG can give no assurance that they will prove to be correct. Important factors that could cause actual results to differ materially from BIGG’s expectations include, consumer sentiment towards BIGG’s products and Blockchain technology generally, technology failures, competition, and failure of counterparties to perform their 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. Additionally, BIGG undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.