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Digital Commodities Inc. — Capital/Financing Update 2025
Jan 28, 2025
43345_rns_2025-01-28_ceb7038a-aee1-4db0-86ea-5745e8f52533.pdf
Capital/Financing Update
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51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
The BC Bud Corporation (the "Company")
409 Granville Street, Suite 1500
Vancouver, British Columbia V6C 1T2
Item 2 Date of Material Change
January 17, 2025, and January 24, 2025.
Item 3 News Release
The news releases were disseminated on January 17, 2025, and January 24, 2025, respectively, through Newsfile Corp.
Item 4 Summary of Material Change
The Company announced that it has increased the size of the previously announced non-brokered private placement from up to $1 million through the sale of up to 13,333,333 units (each a "Unit") at a price of $0.075 per Unit to up to $1.5 million through the sale of up to 20 million Units (the "Private Placement")
The Company also announced that it has closed the first tranche (the "First Tranche") and the second tranche (the "Second Tranche") of the Private Placement.
The First Tranche consisted of 8,417,332 Units issued for gross proceeds of $631,300, and the Second Tranche consisted of 6,816,998 Units issued for gross proceeds of $511,275. In the aggregate, the Company has raised gross proceeds of $1,142,575 through the sale of 15,234,330 Units in the Private Placement.
Item 5 Full Description of Material Change
On January 17, 2025, the Company announced that it had closed the First Tranche of its previously announced Private Placement.
Gross proceeds of $631,300 were raised through the sale of 8,417,332 Units at a price of $0.075 per Unit. Each Unit is comprised of one common share and one share purchase warrant. Each warrant will entitle the holder to acquire an additional common share at a price of $0.15 per share for a period of 24 months.
On January 24, 2025, the Company announced that, due to significant demand, it increased the size of its previously announced Private Placement to up to $1.5 million (previously $1 million). Under the upsized Private Placement, the Company will issue up to 20 million Units at a price of $0.075 per Unit for aggregate gross proceeds of up to $1.5 million.
Additionally, the Company announced that it has closed the Second Tranche of the Private Placement raising gross proceeds of $511,275 through the sale of 6,816,998 Units. Each Unit is
comprised of one common share and one share purchase warrant. Each warrant will entitle the holder to acquire an additional common share at a price of $0.15 per share for a period of 24 months. To date, the Company has raised aggregate gross proceeds of $1.142 million through the sale of an aggregate of 15,234,330 Units.
No finder's fees were paid in connection with the First Tranche or the Second Tranche of the Private Placement.
All securities issued in the First Tranche are subject to a statutory hold period expiring on May 18, 2025 and all securities issued in the Second Tranche are subject to a statutory hold period expiring on May 25, 2025, in accordance with applicable securities legislation.
Net proceeds of the Private Placement will be utilized for business development and general working capital purposes.
5.2 Disclosure for Restructuring Transactions
N/A
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
N/A
Item 7 Omitted Information
None.
Item 8 Executive Officer
For further information, contact:
Lachlan McLeod
Chief Financial Officer and Corporate Secretary
Tel: (778) 870-5224
Email: [email protected]
Item 9 Date of Report
January 27, 2025