Toronto, Ontario–(Newsfile Corp. – April 11, 2023) – Bluesky Digital Assets Corp., (CSE: BTC) (OTCQB: BTCWF), (“Bluesky” or the “Corporation“) is pleased to announce a non-brokered private placement of up to 14,750,000 units of the Company (each a “Unit“) at a price of C$0.045 per Unit for aggregate gross proceeds of up to C$663,750 which will be offered for sale to purchasers resident in Canada (except Quebec) and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (the “LIFE Offering“).
Each Unit consists of one common share of the Company (each a “Common Share“) and one Common Share purchase warrant (“Warrant“). Each full Warrant entitles its holder to acquire one Common Share at an exercise price of C$0.065 per Common Share for a period of 24 months following the closing of the LIFE Offering (“Closing Date“).
In the event that, during the period following 24 months from the Closing Date, the volume-weighted average trading price of the Common Shares exceeds C$0.13 per Common Share for any period of 10 consecutive trading days, the Company may, at its option, following such 10-day period, accelerate the expiry date of the Warrants by issuing a press release (a “Warrant Acceleration Press Release“), and, in such case, the expiry date of the Warrants shall be deemed to be 5:00 p.m. (Toronto time) on the 30th day following the date of issuance of the Warrant Acceleration Press Release.
The Company intends to use the net proceeds from the LIFE Offering for (i) marketing and promotion of the Company’s blockchain engagement platform (www.blueskyintel.com) (the “WEP“), (ii) the development of the Company’s artificial intelligence (“AI“) division, Bluesky INTEL, and (iii) general working capital purposes. The Company may compensate certain eligible finders under the LIFE Offering and may pay a cash commission of up to 8% of the proceeds of the LIFE Offering and issue such number of finder’s warrants equal to 8% of the total Units issued under the LIFE Offering.
The LIFE Offering is expected to be completed in multiple closings, with the final closing to occur no later than May 3, 2023. The securities issued pursuant to the LIFE Offering will not be subject to any statutory hold period in accordance with applicable Canadian securities laws.
There is an offering document related to the LIFE Offering that can be accessed under the Company’s profile at www.sedar.com and on the Company’s website at www.blueskydigitalassets.com. Prospective investors should read this offering document before making an investment decision.
As a result of the expected participation by insiders of the Company, the LIFE Offering may be considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company expects that the LIFE Offering will be exempt from the requirements to obtain a formal valuation and minority shareholder approval, respectively, because the fair market value of the insiders’ participation in each case will be below 25% of the Company’s market capitalization for the purposes of Sections 5.5(a) and 5.7(1)(a) of MI 61-101.
None of the securities have been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws. Accordingly, the Units may not be offered or sold within the United States, its territories or possessions, any state of the United States or the District of Columbia (collectively, the “United States“) or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and all applicable state securities laws or an exemption from such registration requirements is available. This press release does not constitute an offer to sell or a solicitation of an offer to buy any Units within the United States or to, or for the account or benefit of, U.S. persons.
About Bluesky Digital Assets Corp.
Bluesky Digital Assets Corp is building a high value digital enterprise. Bluesky in its start-up phase mined digital currencies such as Bitcoin and Ether and developed value-added technology services for the digital currency market such as proprietary technology solutions. Offering a complete ecosystem of value-creation, Bluesky has invested appropriate portions of its previous digital currency mining profits back into its operations. A percentage of the profit was invested in the development of a proprietary AI based Blockchain technology. Bluesky takes a diversification approach that enables the Corporation to align with market trends and respond to changing conditions within the still-emerging Blockchain industry. The Corporation is poised to capture value in successive phases as the Blockchain industry continues to change, evolve, and scale.
FOR FURTHER INFORMATION CONTACT
Mr. Ben Gelfand
CEO & Director
Bluesky Digital Assets Corp.
T: (416) 363-3833
E: [email protected]
Mr. Frank Kordy
Secretary & Director
Bluesky Digital Assets Corp.
T: (647) 466-4037
E: [email protected]
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking information or forward-looking statements under applicable Canadian securities laws (collectively, “forward-looking statements“). All information that addresses activities or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “likely” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made. In the press release, such forward-looking statements include, but are not limited to, statements regarding, the Company’s performance, business objectives and milestones and the anticipated timing thereof; acceleration of the expiry date of the Warrants; the size and terms of the LIFE Offering, the closings of the LIFE Offering; the anticipated use of net proceeds from the LIFE Offering, the expected participation by insiders in the LIFE Offering; and the exemption from formal valuation and minority shareholder approval requirements under MI 61-101.
In making the forward-looking statements in this press release, the Company has applied several material assumptions, including without limitation: the Company obtaining requisite regulatory approvals and the satisfaction of other conditions to the consummation of the LIFE Offering on the proposed terms herein; the Company’s ability to comply with all applicable regulations and laws, including environmental, health and safety laws; the Company’s ability to meet the listing requirements of the CSE and OTCQB; the Company’s ability to develop its AI, Bluesky INTEL, Bluesky DEFI and the WEP; the Company having sufficient working capital for future operating activities; the ability of the Company to achieve its business objectives and milestones and the anticipated timing of execution; the Company’s ability to continue as a going concern; the Company’s ability to achieve profitability in the 2023 fiscal year; the Company’s ability to obtain additional financing for continued operations on terms acceptable to the Company; the Company’s ability to satisfy the terms and payment of cash commission and finder warrants to eligible finders; and the Company’s ability to use the proceeds from the LIFE Offering for the business objectives outlined herein.
The above lists of forward-looking statements and assumptions are not exhaustive. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated or implied by such forward-looking statements due to a number of factors and risks. These include: changes in general economic, business and political conditions, including changes in the financial markets; the inability of the Company to complete the LIFE Offering on the terms contemplated herein; delays or the inability of the Company to obtain necessary permits, consents or authorizations required; changes in laws, regulations and policies affecting the Company’s operations; currency fluctuations; environmental issues and liabilities; the potential impact of the announcement or consummation of the LIFE Offering on relationship, including with regulatory bodies, employees, suppliers, customers and competitors; the Company’s inability to continue to meet the listing requirements of the CSE and OTCQB; the inability of the Company to obtain additional financing for continued operations on terms acceptable to the Company; the lack of control over the Company’s investees; risks relating to investing in the Common Shares; risks relating to the use of proceeds from the Offering; volatility in the market price of the Company’s Common Shares; dilution of shareholders’ holdings; negative operating cash flow; the negative effects of interest rate and exchange rate changes; the potential impact of health crises and market instability due to the COVID-19 pandemic; risks relating to the Company’s reliance on key employees; limitations in the liquidity of the Common Shares; litigation risks; risks related to the Company’s status as a “foreign private issuer” under U.S. securities laws, including the loss of status thereof; risks with the integration of new businesses and acquisitions; risks related to the Company’s status as an “emerging growth company” under the U.S. securities laws; the Company’s inability to expand into new business areas and geographic markets; management of growth; the risk of defaulting on existing debt; the Company’s inability to continue as a going concern; and the Company’s inability to achieve profitability in 2023, as well as those factors discussed under the heading “Risks Related to Our Business and Industry” in the Company’s latest Management Discussion and Analysis and other filings of the Company, copies of which can be found under the Company’s profile on SEDAR at www.sedar.com.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
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