NDA Neptune Digital Assets Corp

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 BOARDCale Moodie, President and CEONeptune Digital Assets Corp.1-800-545-0941www.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 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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