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 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 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 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.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE ‎UNITED STATES