BIGG Digital Assets Inc. — Capital/Financing Update 2021

Jan 11, 2021

TERM SHEET- FINAL

BIGG DIGITAL ASSETS INC.

BOUGHT PROSPECTUS OFFERING OF UNITS

JANUARY 8, 2021

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces of Canada (other than Québec). A copy of the preliminary short form prospectus, and any amendment, is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities. Copies of the preliminary short form prospectus may be obtained from PI Financial Corp.’s VP Equity Capital Markets, Trina Wang, at 666 Burrard Street, 19th Floor, Vancouver, BC, V6C 3N1, or by email at twang@pifinancial.com. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, the final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The securities offered under this short form prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) (the “United States”), and may not be offered or sold within the United States, or to, or for the account or benefit of a U.S. Person (as defined in Rule 902(k) of Regulation S under the U.S. Securities Act) or a person in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable U.S. state securities laws.

ISSUER:	BIGG Digital Assets Inc. (“BIGG” or the “Company”)
OFFERING:	24,000,000 Units of the Company (the “Offering”) to be issued from treasury.
	Each Unit will consist of one common share of the Company (a “Share”) and one-half of one
	common share purchase warrant of the Company (each such full warrant, a “Warrant”). Each
	Warrant will be exercisable into one additional Share of the Company (each, a “Warrant
	Share”) at an exercise price equal to C$0.70, for 24 months following the Closing Date (as
	defined below).
ISSUE PRICE:	C$0.50 per Unit (the “Offering Price”).
OFFERING SIZE:	Aggregate gross proceeds of C$12,000,000 (the “Offering Size”).
OVER-ALLOTMENT	The Company will grant the Underwriters an option to purchase up to an additional 15% of
OPTION:	the aggregate number of Units sold under the Offering (or a combination of the components
	thereof) (the “Over-Allotment Option”) to cover over-allotments, if any, and for market
	stabilization purposes. The Over-Allotment Option may be exercised in whole or in part by
	written notice to the Company at any time within 30 days following the closing of the
	Offering.
USE OF PROCEEDS:	The Company intends to use the net proceeds of the Offering for additional liquidity for
	Netcoins trade settlement, increase of long-term Bitcoin investment holdings, and working
	capital.
SYNDICATE:	PI Financial Corp. (“PI Financial” or the “Lead Underwriter”) and a syndicate mutually
	agreeable with the Company.
COMMISSION:	6.0% of the gross proceeds of the Offering (including the proceeds from the exercise of the
	Over-Allotment Option) in cash.
PRESIDENT’S LIST	A portion of the Offering, up to aggregate gross proceeds of C$800,000, will be made
COMMISSION:	available to certain purchasers on a president’s list to be agreed upon by the Company and the
	Lead Underwriter, each acting reasonably (the “President’s List”). The Company will pay to
	the Underwriters a commission equal to 6.0% of the respective gross proceeds from the sale
	of Units issued to purchasers on the President’s List.
OFFERING BASIS:	Bought deal public offering in all of the provinces of Canada (other than Québec) by way of
	short form prospectus, including to investors who qualify under U.S. prospectus exemptions,
	and internationally as permitted pursuant to private placement exemptions under local
	securities laws.

LISTING The Company will use best efforts to obtain the necessary approvals to list the Shares, and the Warrant Shares of the Company on the Canadian Securities Exchange.

ELIGIBILITY: The Shares will be qualified investments for RRSPs, RRIFs, DPSPs, RESPs and TFSAs, subject to customary qualifications.

CLOSING DATE: On or about January 28, 2021 or such other date as the Lead Underwriter and the Company may agree.