Mr. Mark Binns reports

BIGG DIGITAL ASSETS ENTERS INTO DEFINITIVE AGREEMENT TO FULLY ACQUIRE TERRAZERO TECHNOLOGIES INC.

Bigg Digital Assets Inc. has entered into a definitive amalgamation agreement to acquire all of the outstanding shares of TerraZero Technologies Inc. not already owned by Bigg, for total consideration of approximately 62 million common shares of Bigg, valued at approximately $20-million. TerraZero is a leader in the Web3/Metaverse sector with a roster of clients that include Miller Lite, PwC, Atlantic Records, Warner Records, and prominent brands across the industries of finance, beauty, consumer packaged goods, food and beverage, and others. The transaction is expected to close in September, 2023, and is subject to TerraZero shareholder approval, notification to the Canadian Securities Exchange and other customary closing conditions.

"At Bigg, we have been dedicated to investing in or acquiring early-stage leaders in their markets, and that is exactly what TerraZero has accomplished in a very short period of time. The addition of TerraZero as a wholly owned subsidiary of Bigg gives our shareholders further diversity and reach into the metaverse business. TerraZero will strengthen our balance sheet, add new revenue streams and, perhaps most importantly, provide a blue sky opportunity via their Intraverse product for mindshare and marketshare in the metaverse," comment Mark Binns, Bigg's chief executive officer.

In Q1 and Q2 of 2023, TerraZero generated an aggregate of approximately $1.5-million in revenue (unaudited) and 161 per cent growth year-over-year for the same period, while launching activations for clients, including PwC, Fidelity International, Warner Music, leading fashion brands and others. TerraZero expects to spend the second half of 2023 expanding its business plans to focus on the development of its highly scalable Intraverse technology ecosystem, which is expected to launch in Q1 2024.

"Whilst TerraZero has become a leader in developing metaverse projects for Fortune 500 brands, we see our highly scalable Intraverse technology platform as the future of immersive and interactive e-commerce, and the coming 3-D Internet. Intraverse is slated to launch in Q1 2024. TerraZero's clients' and users' needs for Bigg's complementary products and services becomes more opportune, as TerraZero's Intraverse already enables credit card payments, while opportunities for KYC, AML and data analytics from Blockchain Intelligence Group, and Netcoins' fiat to crypto exchange, will be integral blockchain and crypto-facing components of Intraverse.com in the coming months. As crypto becomes a more accepted and regulated payment method, these complementary products and services will be set to benefit even more. The Intraverse technology platform enables businesses and brands to more effectively engage and interact with their customers, creating an entirely new form of e-commerce and e-commerce opportunities," commented Dan Reitzik, TerraZero CEO.

Transaction details

Upon closing, TerraZero will become a wholly owned subsidiary of Bigg. Each TerraZero common share and TerraZero preferred share not owned by Bigg or dissenting shareholders of TerraZero will be exchanged for approximately 1.69 Bigg shares, for a total of approximately 62 million Bigg shares. The consideration represents a total offer value of approximately 54 cents per TerraZero share, which is calculated based on the volume-weighted average price of Bigg shares on the CSE for the 20 trading days preceding Aug. 22, 2023, of approximately 32 cents per Bigg share. Each outstanding option of TerraZero shall be exchanged for options of Bigg (after giving effect to the exchange ratio) that will entitle the holder to acquire and receive, upon the exercise thereof, Bigg shares. Each outstanding warrant of TerraZero will automatically become exercisable into Bigg shares (after giving effect to the exchange ratio) pursuant to their existing terms.

At closing, existing Bigg and TerraZero shareholders will own approximately 80 per cent and 20 per cent of Bigg, respectively. The transaction will be implemented by way of an amalgamation under the Business Corporations Act (British Columbia) and will require the approval of: (i) at least 66-2/3 per cent of the votes cast by the holders of TerraZero's common shares and TerraZero preferred shares, voting together as a single class, present in person or represented by proxy at a special meeting to consider the transaction; and (ii) at least 66-2/3 per cent of the votes cast by the holders of TerraZero's common shares and TerraZero's preferred shares, each voting as a separate class, present in person or represented by proxy at a special meeting to consider the transaction. The completion of the transaction will also be subject to regulatory approvals and closing conditions customary in transactions of this nature.

TerraZero shareholders, including all TerraZero directors and officers, representing in aggregate 59 per cent of the votes attached to outstanding TerraZero common shares and 100 per cent of the votes attached to outstanding TerraZero preferred shares, have entered into escrow and support agreements in favour of the transaction, whereby signatories have agreed to vote their shares in TerraZero in favour of the transaction. As of the date hereof, Bigg is the registered owner of approximately 30 per cent of the outstanding TerraZero common shares and 34 per cent of the outstanding TerraZero preferred shares, and will be permitted to vote its shares of TerraZero at the TerraZero special meeting to consider the transaction.

On closing, TerraZero shareholders, including all TerraZero directors and officers, representing in aggregate 72 per cent of the votes attached to outstanding TerraZero common shares and 100 per cent of the votes attached to outstanding TerraZero preferred shares, are expected to have entered into escrow and support agreements, pursuant to which, the Bigg shares received by such TerraZero shareholders as consideration under the transaction will be subject to voluntary escrow resale restrictions for periods ranging from between four and 24 months commencing from the closing date of the transaction.

Copies of the agreement and certain related documents will be filed with Canadian securities regulators on SEDAR+ under Bigg's profile.

Board observer right

Pursuant to the agreement, Dan Reitzik shall be appointed as a non-voting observer to the board of directors of Bigg, to hold such position for a period of 12 months following the closing of the transaction.

Board of directors and special committee recommendations

The board of directors of Bigg (with Mark Binns and Lance Morginn abstaining due to their respective interest in TerraZero), on the unanimous recommendation of a special committee of independent directors of Bigg, have approved the transaction. The independent members of the board of directors of TerraZero, with the benefit of a fairness opinion from an independent financial adviser, have approved the transaction and recommended that TerraZero shareholders vote in favour of the transaction.

Advisers and counsel

Borden Ladner Gervais LLP is serving as counsel to Bigg.

RwE Growth Partners has provided a fairness opinion to TerraZero's board of directors.

Dentons Canada LLP is serving as counsel to TerraZero.

About Bigg Digital Assets Inc.

Bigg Digital Assets believes the future of crypto is a safe, compliant and regulated environment. Bigg invests in products and companies to support this vision. Bigg has three portfolio companies: Netcoins, Blockchain Intelligence Group and TerraZero.

Blockchain Intelligence Group builds technology to power compliance and intelligence for the crypto future. Banks and crypto companies depend on its technology to monitor risk from crypto transactions. Investigators and law enforcement quickly identify and track illicit activity. Blockchain Intelligence Group is trusted globally by banks, crypto companies, law enforcement, fintechs, regtechs and governments.

Netcoins offers safe and secure crypto trading in Canada and the United States, with a mission to make crypto easy. Netcoins has a robust product offering with Crypto Trading (U.S. and Canada), Netcoins Pay (Canada) and Netcoins Staking (Canada). Netcoins facilitates crypto trading via its cutting-edge mobile and Web applications.

TerraZero Technologies is a vertically integrated metaverse development group and leading Web3 technology company specializing in helping brands create immersive experiences. TerraZero's metaverse-agnostic vision is to develop and implement products and services with scalable commercial applications to flourish engagement across gamified experiences, where enterprise-level businesses, metaverse platforms and Web3 creators can seamlessly bridge, and actionably grow their virtual world and the physical world endeavours together as one. TerraZero owns digital real estate for brands to establish presence in existing virtual worlds, and can also offer brands their own private worlds to provide offices and services to those interested in the metaverse. Furthermore, TerraZero acquires, designs, builds and operates virtual assets and solutions to monetize the metaverse ecosystem. TerraZero's businesses are segmented into five divisions, which include: (1) immersive experience creation in existing or private virtual worlds; (2) advertising; (3) data analytics; (4) events and marketing; and (5) infrastructure. TerraZero aims to support the community, foster innovation and drive adoption.

We seek Safe Harbor.