RE:RE:Can someone explain this Brokered life Financing Deal 1) A.G.P. Canada Investments ULC (“A.G.P. Canada”), has 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
2) 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.
3) 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.
4) 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.
5) 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.
6) The total dollar amount of this Offering, in combination with the dollar amount of all other offerings
made under the listed issuer financing exemption in the 12 months immediately before the date of
this Offering Document, will not exceed $9,655,468.
• The Company will not close this offering unless the Company reasonably believes it has raised
sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months
following the distribution.
• The Company will not allocate the available funds from this Offering to an acquisition that is a
significant acquisition or restructuring transaction under securities law or to any other transaction
for which the Company seeks security holder approval.
7)
What are the business objectives that we expect to accomplish using the available funds? The business objective that BIGG expects to accomplish using the net proceeds of the Offering, together with existing cash and cash equivalents, is to support continued product and services development and spur revenue growth for the Company’s three reportable business segments.
See the Website under Investors for a full list of uses for the proceeds.
8)
Changes from the Offering Document dated March 4, 2024: Due to demand from investors and existing shareholders on the President’s List (defined below), the Company has amended its agreement with the Agent (as defined below) to increase the maximum gross proceeds of the previously announced offering from $5,000,000 to $8,000,000. Under the revised Offering, up to 33,333,333 Units may be sold at a price of $0.24 per Unit for gross proceeds of $8,000,000. Please see “Use of Proceeds” which reflects the increase in the size of the Offering.