NDA - The SiLLC Assembly

Neptune Digital Closes Cdn$40 Million Institutional Capital Raise to Accelerate Growth

VANCOUVER, British Columbia, April 16, 2021 — Neptune Digital Assets Corp. (TSX-V:NDA) (OTC:NPPTF) (FSE:1NW) (the “Company”) is pleased to announce that it has closed its previously announced sale to U.S. and foreign institutional investors of its common ‎shares (“Common Shares”) and warrants to purchase Common Shares (“Warrants”) for aggregate ‎gross proceeds to the Company of approximately Cdn$40 million (the “Private Placement”). ‎Pursuant to the Private Placement, the Company issued 29,630,002 Common Shares and Warrants to ‎purchase up to 14,815,001 Common Shares at a purchase price of Cdn$1.35 per Common Share and ‎associated half Warrant. Each whole Warrant entitles the holder thereof to purchase one Common ‎Share at an exercise price of Cdn$1.75 per Common Share at any time on or before April 16, 2024 ‎‎(totaling another approximately Cdn$26 million once exercised)‎.

‎“We are very pleased to complete this equity financing well above our 20-day volume weighted average price. We have held back from doing any major financing since 2018 in order to minimize dilution to our shareholders. This equity financing marks an important milestone in the growth trajectory for Neptune and this capital will enable Neptune to rapidly advance its business plan, substantially grow our earnings and pursue a variety of new and exciting projects in both proof-of-stake and proof-of-work mining. We are also very pleased to expand our ‎institutional shareholder presence in the United States and abroad”, commented Cale Moodie, President and CEO, who managed this process for Neptune.‎

H.C. Wainwright & Co. acted as the exclusive placement agent for the Private Placement.‎

H.C. Wainwright & Co. received (i) a cash commission of approximately Cdn$2.8 million (equal to ‎‎7.0% of the gross proceeds of the Private Placement) and (ii) 2,222,250 non-transferable ‎compensation warrants (the “Agent Warrants”). Each Agent Warrant entitles the holder thereof to ‎purchase one Common Share at an exercise price of Cdn$1.6875 per Common Share at any time on or ‎before April 16, 2024.‎

The Company intends to use the net proceeds of the Private Placement to fund the development of a 5MW clean tech Bitcoin mining facility (i.e., negotiate property leases, purchase mining hardware, purchase containers for mining equipment, negotiate power purchase agreements with renewable energy providers and build out facilities and power infrastructure), to complete one or more purchases of Bitcoin mining ‎servers over the course of 2021‎, to invest in proof-of-stake mining (such as blockchain infrastructure and their ‎associated token ecosystems) and for ‎working capital and general corporate purposes. Details as to the intended specific allocation of the proceeds are ‎disclosed in the Prospectus Supplement referred to below and further business development ‎announcements will be made by Neptune in due course as they arise.‎

The Common Shares and Warrants issued under the Private Placement were qualified by way of a ‎prospectus supplement dated April 14, 2021 under the Company’s base shelf prospectus dated ‎April 12, 2021 (collectively, the “Prospectus Supplement”) which was filed in the province of British Columbia, copies of which are available under the Company’s profile at ‎www.sedar.com.

The Common Shares‎ and Warrants were offered and sold in the United States on a private placement basis pursuant to ‎exemptions from the registration requirements of the United States Securities Act of 1933, as ‎amended (the “U.S. Securities Act”) and all applicable state securities laws, and in certain other ‎jurisdictions in accordance with applicable securities laws. No securities were offered or sold to ‎Canadian purchasers.‎ The Private Placement remains subject to the final acceptance of the TSX Venture Exchange.

The securities issued under the Private Placement are subject to resale restrictions in the United States ‎under applicable U.S. federal and state securities laws with no resale restrictions in Canada.‎

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall ‎there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be ‎unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This ‎news release shall not constitute an offer of securities for sale in the United States. The securities ‎being offered have not been, nor will they be, registered under the U.S. Securities Act and such ‎securities may not be offered or sold within the United States absent registration under U.S. federal ‎and state securities laws or an applicable exemption from such U.S. registration requirements.‎

About Neptune Digital Assets Corp.

Neptune Digital Assets is a cryptocurrency and digital finance leader with a diversified portfolio of investments and cryptocurrency operations across the digital asset ecosystem including Bitcoin mining, tokens, proof-of-stake cryptocurrencies, decentralized finance (DeFi), and associated blockchain technologies.

ON BEHALF OF THE BOARD
Cale Moodie, President and CEO
Neptune Digital Assets Corp.
1-800-545-0941
www.neptunedigitalassets.com

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Forward-Looking Statements

This release contains certain “forward looking statements” and certain “forward-looking information” as defined under applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans”, “proposes” or similar terminology. Forward-looking statements and information include, but are not limited to, the future exercise of the Warrants and Agent Warrants; the rapid advancement of the Company’s ‎business plan; the future growth of the Company’s earnings;‎ the use of the net proceeds of the Private Placement including the future development of a 5MW clean tech Bitcoin mining facility,, the purchase of one or more ‎ Bitcoin mining servers, Proof-of-Stake investments and general and administrative expenses; the completion of one or more purchases of Bitcoin mining servers over the course of 2021‎; the anticipated timing for the Company receiving ASIC Bitcoin mining machines; the Company’s agreement with third-parties with respect to developing a 5MW clean tech Bitcoin mining facility, including with respect to the anticipated power supply therefor; the final acceptance of the Private Placement by the TSX Venture Exchange; and the potential for Neptune becoming a cryptocurrency leader‎. Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to: the inherent risks involved in the cryptocurrency and general securities markets; the Company’s ability to successfully mine digital currency; revenue of the Company may not increase as currently anticipated, or at all; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; uncertainties relating to the availability and costs of financing needed in the future; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, currency fluctuations; regulatory restrictions, liability, competition, loss of key employees and other related risks and uncertainties. The Company does not undertake any obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

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Disclaimer
All transaction are carrying out by SiLLC, a private portfolio management assembly. This document is not an offer of securities for sale or investment advisory services. This document contains general information only and is not intended to represent general or specific investment advice. Past performance is not a reliable indicator of future results and targets are not guaranteed. Certain statements and forecasted data are based on current expectations, current market and economic conditions, estimates, projections, opinions and beliefs of SiLLC and/or its members. Due to various risks and uncertainties, actual results may differ materially from those reflected or contemplated in such forward-looking statements or in any of the case studies or forecasts. All references to SiLLC’s advisory activities relates to SiLLC Assembly International.

Clean Energy Bitcoin Mining Joint Venture Agreement Signed by Link Global Technologies and Neptune Digital Assets

VANCOUVER, British Columbia, April 12, 2021 — NEPTUNE DIGITAL ASSETS CORP. (“Neptune” or the “Company”) (TSX-V:NDA; OTC:NPPTF; FSE:1NW) is pleased to provide an update on its planned expansion into renewable energy Bitcoin (“BTC”) mining. The Company and LINK GLOBAL TECHNOLOGIES INC. (CSE: LNK; FRA: LGT; OTC: LGLOF) (“LINK”) have incorporated a joint venture company, Pure Digital Power Corp. (“Pure”), and in connection therewith, the Company, Link and Pure have entered into a shareholders’ agreement governing the management of Pure. Pure is a power and Bitcoin mining infrastructure company with an emphasis on clean sustainable energy.

Through Pure, Neptune and Link have agreed to develop an initial 5 megawatt (“MW”) renewable energy dominated BTC mining facility in Alberta, with potential for expansion and scaling. Establishing Pure and entering into the corresponding shareholders agreement follows shortly after the March 19, 2021 announcement of the proposed joint venture between LINK and Neptune to develop a green energy facility. All BTC mined under Pure’s operation are expected to be held in the treasury for reinvestment and decentralized finance (defi) based earnings, similar to Neptune’s current approach to treasury and asset management.

Highlights:

Pure is a joint venture company owned equally by LINK and Neptune — sharing equally in costs and crypto based revenues
The first Pure site will be in Alberta, Canada where LINK operates the majority of its BTC mining operations
The Pure site will be powered by clean energy sources — Solar, wind, and minimal natural gas
Focused on development of a Pure carbon credit token or NFT

Neptune’s President and Chief Executive Officer, Cale Moodie, commented: “We are extremely excited with our second foray into Bitcoin mining with Link, and an environmentally sustainably focused operation at that. We see the future of Bitcoin mining to be an environmentally sustainable one and this flagship operation is likely to be the first of many facilities to be developed using green sources.”

Link’s President and Chief Executive Officer, Stephen Jenkins, also commented: “The creation of Pure is the perfect step in the evolution of Link. We have found a like-minded partner in Neptune who understands the value of green energy and sees the same business opportunity in creating a sustainable path for the energy requirements of BTC mining. The Pure 5 MW facility is only the beginning of what we expect will be an innovative and profitable relationship.”

About Neptune Digital Assets Corp.
Neptune Digital Assets aims to be a cryptocurrency leader with a diversified portfolio of investments and cryptocurrency operations across the digital asset ecosystem including bitcoin mining, tokens, proof-of-stake cryptocurrencies, decentralized finance (defi) and associated blockchain technologies.

About Link Global Technologies Inc.
Link is engaged in providing infrastructure and operating expertise for digital mining and data hosting operations. Link’s objectives include locating and securing, for lease and option to purchase, properties with access to low-cost, reliable power, and deploying this low-cost power to conduct digital mining and supply clean energy and infrastructure for other data-hosting services.

ON BEHALF OF THE BOARD

Cale Moodie, President and CEO
Neptune Digital Assets Corp.
1-800-545-0941
www.neptunedigitalassets.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX ‎Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.‎

Forward-Looking Statements

This release contains certain “forward looking statements” and certain “forward-looking information” as defined under applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans”, “proposes” or similar terminology. Forward-looking statements and information include, but are not limited to, the completion of Pure’s first 5 MW BTC mining facility; the ability of Pure to be profitable; the Company’s future earnings and operating costs; the Company’s future growth in total assets; the Company’s strategy to purchase crypto currency and optimize its crypto portfolio; the Company’s ability to effectively dollar cost average its purchases of crypto currency; and the future outlook of the crypto currency market generally. Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to: the inherent risks involved in the cryptocurrency and general securities markets; the Company’s ability to successfully mine digital currency; revenue of the Company may not increase as currently anticipated, or at all; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; uncertainties relating to the availability and costs of financing needed in the future; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, currency fluctuations; regulatory restrictions, liability, competition, loss of key employees and other related risks and uncertainties. The Company does not undertake any obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

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Neptune Digital Assets Announces CDN$40 Million Private Placement Offering With Institutional Investors

VANCOUVER, British Columbia, April 13, 2021 — Neptune Digital Assets Corp. (TSX-V:NDA) (OTC:NPPTF) (FSE:1NW) (the “Company”) is pleased to announce that it has entered into a securities purchase agreement for a private placement of units of the Company (the “Units”), each comprised of one common share (a “Common Share”) and one-half of one warrant to purchase a Common Share (each whole warrant, a “Warrant”) to institutional investors at a purchase price of Cdn$1.35 per Unit for aggregate gross proceeds to the Company of approximately Cdn$40 million (the “Private Placement”). Each whole Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of Cdn$1.75 per Common Share at any time prior to the three-year anniversary of the issuance date of the Warrants.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the Private Placement in the United States.

The Common Shares and Warrants to be issued under the Private Placement will be qualified by way of a prospectus supplement under the Company’s base shelf prospectus dated April 12, 2021 (the “Prospectus Supplement”) which will be filed in the Province of British Columbia. In the United States, the Common Shares, Warrants and the shares issuable upon the exercise of the Warrants will be offered on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and certain other jurisdictions in accordance with applicable securities laws.

The net proceeds of the Private Placement are expected to be used by the Company for the development of a 5MW clean tech Bitcoin mining facility, purchase of ASIC Bitcoin mining machines, Proof-of-Stake investments and general and administrative expenses. Details as to the specific allocation of the proceeds will be disclosed in the Prospectus Supplement.

The closing of the Private Placement is expected to occur on or about April 16, 2021. The Company has applied to list the Common Shares offered and sold in the Private Placement and the Common Shares issuable upon the exercise of the Warrants on the TSX Venture Exchange (the “TSXV”). The Private Placement is subject to the satisfaction of certain customary closing conditions, including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals (including, for certainty, the acceptance of the TSXV).

This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in Canada in connection with the Private Placement.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release shall not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.

About Neptune Digital Assets Corp.

Neptune Digital Assets aims to be a cryptocurrency leader with a diversified portfolio of investments and cryptocurrency operations across the digital asset ecosystem including Bitcoin mining, tokens, proof-of-stake cryptocurrencies, decentralized finance (DeFi), and associated blockchain technologies.

ON BEHALF OF THE BOARD
Cale Moodie, President and CEO
Neptune Digital Assets Corp.
1-800-545-0941
www.neptunedigitalassets.com

Forward-Looking Statements

This release contains certain “forward looking statements” and certain “forward-looking information” as defined under applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans”, “proposes” or similar terminology. Forward-looking statements and information include, but are not limited to, the completion of the Private Placement; the anticipated aggregate gross proceeds under the Private Placement; the qualification of the Common Shares and Warrants issued under the Private Placement and the filing of the Prospectus Supplement in British Columbia‎; the issuance of the Common Shares, Warrants and the shares issuable upon the exercise of the Warrants on a private placement basis pursuant to exemptions from ‎the registration requirements of the United States ‎Securities Act and certain other jurisdictions in accordance with applicable securities laws; the amount and use of the net proceeds of the Private Placement including the future development of a 5MW clean tech Bitcoin mining facility, purchase of ASIC Bitcoin mining machines, Proof-of-Stake investments and general and administrative expenses; the anticipated timing for the Company receiving ASIC Bitcoin mining machines; the Company’s agreement with third-parties with respect to developing a 5MW clean tech Bitcoin mining facility, including with respect to the anticipated power supply therefor; the anticipated Closing Date of the Private Placement; the listing of the Common Shares and Common Shares underlying the Warrants on the TSXV; the satisfaction of the closing conditions for the Private Placement; and the receipt of all necessary regulatory and stock exchange approvals for the Private Placement including, but not limited to, the acceptance of the TSXV. Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to: the inherent risks involved in the cryptocurrency and general securities markets; the Company’s ability to successfully mine digital currency; revenue of the Company may not increase as currently anticipated, or at all; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; uncertainties relating to the availability and costs of financing needed in the future; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, currency fluctuations; regulatory restrictions, liability, competition, loss of key employees and other related risks and uncertainties. The Company does not undertake any obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

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