Mr. Ben Gelfand reports
BLUESKY DIGITAL ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE CHESSGOLD INC
Bluesky Digital Assets Corp. has entered into a share exchange agreement dated April 17, 2026, with ChessGold Inc. and the shareholders of ChessGold, whereby the company will acquire all of the issued and outstanding common shares of ChessGold, subject to the terms and conditions described therein. The transaction is non-arm's length.
The transaction will constitute a fundamental change pursuant to the policies of the Canadian Securities Exchange. In connection with the closing of the transaction, the company will change its name to ChessGold Inc. and will carry on the business of ChessGold as further described below.
About ChessGold Inc.
ChessGold is a technology company and is in the business of developing and operating its real-money chess gaming platform. The company's primary activity is the development and operation of its real-money chess gaming platform, Chess Gold, a mobile-based on-line chess application that is currently live and accessible to users. The platform enables real-time gameplay, competitive matches and incorporates virtual currency features designed to support future monetization. Fair play enforcement is provided through ChessGold's AI-driven (artificial intelligence) anti-cheat technology, which actively analyzes gameplay behaviour. To date, the system has flagged and confirmed over 100 violations, protecting the integrity of the competitive ecosystem.
ChessGold continues to accelerate its global footprint, now surpassing 65,000 players competing across 225 countries and territories. With over 440,000 matches completed since launch, the platform has established itself as a growing destination for competitive chess worldwide. ChessGold is seeing strong player engagement, with an average of 8,000 to 10,000 weekly active users consistently competing on the platform. Chess Gold is available on the Apple App Store with full Apple Pay and Google Pay integration. Android users can access the platform via the Play Store Lite version. Additional payment methods include Visa, Mastercard and blockchain-based transactions.
FIDE World Senior Team Chess Championships 2026 -- official sponsor
ChessGold is also proud to announce its participation as an official sponsor of the FIDE World Senior Team Chess Championships 2026, taking place in Durres, Albania, from April 18, 2026, to April 29, 2026. This sponsorship is a testament to ChessGold's continuing commitment to supporting competitive chess at the highest level and strengthening its presence within the global chess community.
Transaction summary
Pursuant to the terms of the agreement, Bluesky will acquire the ChessGold shares in exchange for:
- 10 million common shares of the company (consideration shares) having an aggregate value of $1-million to be delivered to the vendors on a pro rata basis, with each consideration share to be issued at a deemed price of 10 cents;
- 20 million warrants to purchase common shares of the company to be delivered to Gramos Mjeku, the principal vendor, with each milestone warrant exercisable into one Bluesky share at a price of 20 cents for a period of five years from the date of issuance and becoming exercisable upon the achievement of the following milestones:
- Five million milestone warrants becoming exercisable upon 500,000 unique users being registered on the ChessGold platform;
- Five million milestone warrants becoming exercisable upon the resulting issuer (as defined below) achieving $1-million in revenue;
- Five million milestone warrants becoming exercisable upon the launch of a ChessGold desktop platform;
- Five million milestone warrants becoming exercisable upon the resulting issuer achieving $1-million in EBITDA (earnings before interest, taxes, depreciation and amortization).
In addition, the consideration shares shall be subject to a voluntary hold period, with such hold period expiring: (i) 25.0 per cnet on the six-month anniversary of the closing of the transaction; and (ii) 25.0 per cent each 90 calendar days thereafter.
The transaction will not result in the creation of a new control person (as such term is defined in the policies of the exchange) of the resulting entity following completion of the transaction. Upon completion of the transaction, it is anticipated that the ChessGold shareholders will hold approximately 11.84 per cent of the issued and outstanding common shares of the resulting issuer on a non-diluted basis, subject to adjustment in certain circumstances.
Completion of the transaction is subject to a number of terms and conditions, including, but not limited to: (i) the parties obtaining all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the exchange, subject only to customary conditions of closing; (ii) no material adverse change occurring in respect of either Bluesky or ChessGold; (iii) the parties having delivered all documents and other items specified in the agreement; and (iv) such other closing conditions as set out in the agreement.
In connection with the transaction, as previously announced in its news release of Jan. 22, 2026, the company intends to complete a non-brokered private placement of up to 30 million units of the company to be completed on or before closing of the transaction at an issue price of 10 cents per unit, for gross proceeds of up to $3-million. In addition, the board of directors of the company has approved an overallotment of 25 per cent of the units.
Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder to purchase one common share at a price of 13 cents per warrant share until the date that is 24 months following the closing of the concurrent offering.
The expiry date of the warrants may be accelerated by the company if the volume weighted average price of the common shares on the exchange is greater than or equal to 30 cents over a consecutive 30-day period. If this occurs, the company may accelerate the expiry date of the warrants by issuing a news release announcing the reduced warrant term whereupon the warrants will expire on the 10th trading day after the date of such news release.
Finders' fees may be paid in connection with the concurrent offering, in accordance with the policies of the exchange. The proceeds of the offering will be used to finance the expenses of the transaction and the offering and the working capital requirements of the resulting issuer.
Board of directors of the resulting issuer
The board of directors of the company presently is made up of three members, being Ben Gelfand, Alan Grant and Ian Karvelas. Pursuant to the agreement, the board shall be reconstituted within three months of the closing of the transaction to include the appointment of Gramos Mjeku. The company also intends to appoint Mr. Mjeku as the chief executive officer of the resulting issuer. The names of the intended directors and officers of the resulting issuer following completion of the transaction and their respective positions are as set forth in the attached table.
A brief biographical description of each of the anticipated directors of the resulting issuer is provided below.
Gramos Mjeku -- proposed director and chief executive officer
Mr. Mjeku is the founder and chief executive officer of ChessGold. Alongside his partners, Mr. Mjeku developed the Chess Gold platform, a one-of-a-kind mobile platform that combines elite chess gameplay, AI-powered fair play enforcement and virtual currency features. Under his leadership, the platform has rapidly grown to serve players across 225 countries while upholding the highest standards of integrity and user engagement. Mr. Mjeku holds a bachelor of fine arts and built a successful early career in architecture, interior design and real estate development before transitioning into the technology sector.
Ben Gelfand -- proposed director and president
Mr. Gelfand began his career with Fidelity Investments in October of 1987, and has worked for Merrill Lynch, TD Waterhouse and others in sales, investment management, trading, private equity and investment banking roles. Mr. Gelfand earned his bachelor's degree in political science from Ohio University. Mr. Gelfand served as the managing director of investment banking at a Canadian investment firm and served as the chief executive officer and director of Meryllion Resources Corp., a Canadian exploration company, from Jan. 13, 2020, until Aug. 4, 2020.
Alan Grant -- proposed director
Mr. Grant is currently the president and CEO of Signal Fire Communications, a company focused on assisting other companies with branding and identity. This has been his primary occupation for the past 18 years. Additionally, Mr. Grant was a director of Meryllion Resources Corp. from Jan. 13, 2019, until Jan. 25, 2020.
Ian Karvelas -- proposed director
Mr. Karvelas is a business owner in the construction industry with extensive project design, budgeting and execution experience. Mr. Karvelas has managed regulatory requirements and contractual matters on numerous undertakings.
Shareholder consent or meeting
Prior to the completion of the transaction and as required by corporate legislation or the policies of the CSE, the company intends to seek shareholder approval for the transaction at a meeting of its shareholders to be held on June 9, 2026, in accordance with applicable corporate and securities laws, to approve: (a) the name change; (b) the fundamental change of the company in connection with the completion of transaction; and (c) such other matters as deemed necessary or desirable by the company or the vendors.
Other information relating to the transaction
The transaction is considered a related party transaction as such term is defined by Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as Mr. Gelfand, who is an officer and director of the company, is also a holder of ChessGold shares and will receive a total of 500,000 consideration shares in connection with the transaction. The company is relying on an exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant to Section 5.5(a) and Section 5.7(1)(a) of MI 61-101, on the basis that the value of the consideration shares to be received by Mr. Gelfand does not exceed 25 per cent of the fair market value of the company's market capitalization. The company established a special committee in connection with the transaction comprised of the members of the board of directors of the company who are independent for purposes of the related party transaction, being all directors other than Mr. Gelfand. The transaction was approved by the special committee, and no materially contrary view or abstention was expressed or made by any director of the company in relation thereto.
Trading in the Bluesky shares has been halted and is expected to remain halted pending the satisfaction of the listing requirements of the exchange. The company is targeting a resumption of trading for the Bluesky shares on or around the week of April 27, 2026, however, there can be no assurance that the trading of Bluesky shares will resume prior to the completion of the transaction.
The Bluesky shares to be issued pursuant to the transaction will be issued pursuant to exemptions from the prospectus requirements of applicable securities legislation. The Bluesky shares to be issued as part of the consideration are expected to be subject to restrictions on resale under applicable securities legislation or escrow conditions as required by policies of the exchange.
Investors are cautioned that, except as disclosed in the information circular or listing statement to be prepared in connection with the transaction, as applicable, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the company should be considered highly speculative. The transaction and listing of the resulting issuer is subject to review by the exchange and conditional approval has not yet been granted. Additionally, trading in the common shares of the company may remain halted pending the approval of the transaction as a fundamental change by the exchange. Exchange approval will be conditional upon the resulting issuer meeting the minimum listing requirements for a new listing.
About Bluesky Digital Assets Corp.
Bluesky Digital Assets is creating a digital enterprise at the intersection of artificial intelligence, blockchain and Web 3 business solutions. Leveraging its success as an early adopter providing proprietary technology solutions, Bluesky has invested in its Roadmap.
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