Bluesky Digital Signs Binding LOI to Acquire ChessGold Inc.

Rhea-AI Summary

Bluesky Digital Assets (CSE:BTC / OTCQB:BTCWF) entered a binding LOI dated January 21, 2026 to acquire ChessGold Inc. via a three-cornered amalgamation, share exchange or arrangement, subject to a Definitive Agreement and regulatory approvals including CSE acceptance.

The company will issue 10,000,000 shares at $0.10 (future ChessGold holders ~11.84% pro forma) and 20,000,000 milestone warrants; a non-brokered private placement of up to $3.0M at $0.10/unit (plus 25% overallotment) will be completed prior to or concurrent with closing.

Positive

• 10,000,000 shares issued to ChessGold holders at $0.10
• 20,000,000 milestone warrants issued to ChessGold principal
• Up to $3.0M concurrent financing at $0.10 per unit to fund the transaction

Negative

• Resulting ChessGold holders would own approximately 11.84%, diluting existing shareholders
• Warrants issued in the Offering exercise at only $0.13 (24-month term) creating potential dilution
• Transaction is non-arm's-length and subject to CSE and shareholder approvals; completion not assured

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, ON / ACCESS Newswire / January 22, 2026 / Bluesky Digital Assets Corp. (CSE:BTC)(OTCQB:BTCWF) ("Bluesky" or the "Company") announces that it has entered into a binding letter of intent (the "LOI") with ChessGold Inc. ("ChessGold") dated January 21, 2026 to effect a transaction that will result in the acquisition of all of the outstanding common shares of ChessGold by the Company (the "Proposed Transaction") to ultimately form the resulting issuer (the "Resulting Issuer").If completed, the Proposed Transaction will constitute a "fundamental change" pursuant to the policies of the Canadian Securities Exchange (the "Exchange") and is expected to require the approval of Bluesky shareholders. The Proposed Transaction will be non-arm's length and will be subject to the necessary regulatory approvals, including final acceptance from the Exchange. Following completion of the Proposed Transaction, the Resulting Issuer will carry on the business currently carried on by ChessGold.

Pursuant to the terms of the LOI, it is intended that the Proposed Transaction be effected by way of a three-cornered amalgamation, share exchange, plan of arrangement or such other transaction structure as will result in ChessGold becoming a wholly owned subsidiary of the Company or otherwise combining its corporate existence with that of the Company. The final structure of the Proposed Transaction is subject to receipt by the parties of tax, corporate, and securities law advice and will be agreed to pursuant to definitive agreement in respect of the Proposed Transaction (the "Definitive Agreement").

There are currently 74,478,958 common shares of Bluesky ("Bluesky Shares") issued and outstanding. Pursuant to the terms of the LOI, the Company will issue an aggregate of 10,000,000 Bluesky at a deemed price of $0.10 per Bluesky Share to the holders of the issued and outstanding common shares of ChessGold (the "ChessGold Shares"). Upon completion of the Proposed Transaction, the resulting holders of all ChessGold Shares shall hold approximately 11.84% of the issued and outstanding common shares of the Resulting Issuer, subject to adjustment in certain circumstances. Following closing of the Proposed Transaction, the Company will also issue 20,000,000 warrants to purchase common shares in the Resulting Issuer (the "Milestone Warrants") to the principal of ChessGold. The terms of the Milestone Warrants will be negotiated between the parties and agreed to pursuant to the Definitive Agreement, and the Milestone Warrants will be held in escrow and become exercisable in tranches upon the achievement of certain milestones by the Resulting Issuer.

In connection with the Proposed Transaction, subject to receipt of applicable approvals, the Resulting Issuer expects to effect a name change to "ChessGold Inc.". The composition of the board of directors of the Resulting Issuer, as well as the retention of any officers or directors, will be negotiated between the parties in good faith. Upon entering into the Definitive Agreement, the Company will issue a subsequent news release containing the details of the Definitive Agreement. No finder's fee of any kind shall be paid as a direct result of, or in association with, the Proposed Transaction. Furthermore, it is anticipated that the Definitive Agreement will include requirements that certain shareholders of ChessGold enter into escrow agreements whereby shareholdings in the Resulting Issuer are escrowed over a 12-month period.

Completion of the Proposed Transaction is subject to a number of conditions precedent, including but not limited to, the parties entering into a Definitive Agreement, as well as receipt of all required shareholder, regulatory, and other approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

None of the Bluesky Shares to be issued in connection with the Proposed Transaction have been, or will be, registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws, and may not be offered or sold within the United States or to any U.S. Person (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from such registration is available. This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities of Bluesky in any jurisdiction where such offer or solicitation would be unlawful, including the United States.

Concurrent Financing

Prior to or concurrently with the closing of the Proposed Transaction, the Company intends to complete a non-brokered private placement of units of the Company (each, a "Unit") to be completed on or before closing of the Proposed Transaction at an issue price of $0.10 per Unit, for gross proceeds of up to $3,000,000 (the "Offering").In addition, the board of directors of the Company has approved an over-allotment of 25% of the Units.

Each Unit will consist of one common share of the Company (a "Common Share")and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share (a "Warrant Share") at a price of $0.13 per Warrant Share until the date which is twenty-four (24) months following the closing of the 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 $0.30 over a consecutive 30-day period.If this occurs, the Company may accelerate the expiry date of the Warrants by issuing a press release announcing the reduced Warrant term whereupon the Warrants will expire on the 10th trading day after the date of such press release.

Finder's fees may be paid in connection with the Offering, in accordance with the policies of the Exchange.

The proceeds of the Offering will be used to fund the expenses of the Proposed Transaction and the Offering and the working capital requirements of the Resulting Issuer.

Investors are cautioned that, except as disclosed in the information circular or listing statement to be prepared in connection with the Proposed Transaction, as applicable, any information released or received with respect to the Proposed 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 Proposed 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 Proposed 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.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, 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. The securities referred in this news release have not been, nor will they be, registered under the 1993 Act, or any U.S. state securities laws, and such securities may not be offered or sold within the United States or to any U.S. person (as defined in Regulation S under the 1993 Act) absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.

About Bluesky Digital Assets Corp.

Bluesky Digital Assets Corp. has created a high value digital enterprise at the intersection of Artificial Intelligence, Blockchain and Web3 business solutions. Leveraging its success as an early adopter providing proprietary technology solutions, Bluesky has invested in its Roadmap. Bluesky's platform, BlueskyINTEL, is well positioned to leverage the current exponential growth of Artificial Intelligence ("AI") and Blockchain based technologies through a tightly focus built collaborative platform. This innovative web platform offering supports and better enables businesses to adopt and utilize these emerging and developing technologies.

For more information please visit Bluesky at: www.blueskydigitalassets.com or www.blueskyintel.com

Please also follow us on Linkedin at: www.linkedin.com/company/bluesky-digital-assets/

For further information please contact:

Mr. Ben Gelfand
CEO & Director
Bluesky Digital Assets Corp.
T: (416) 363-3833
E: ben.gelfand@blueskydigitalassets.com

Cautionary Statement

Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither CSE nor its Regulation Services Provider as that term is defined in the policies of the CSE accepts responsibility for the adequacy or accuracy of this news release.

Forward-Looking Statements

This news release may contain assumptions, estimates, and other forward-looking statements regarding future events. Such forward-looking statements involve inherent risks and uncertainties and are subject to factors, many of which are beyond the Company's control that may cause actual results or performance to differ materially from those currently anticipated in such statements. Information set forth in this news release may involve forward-looking statements under applicable securities laws. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this document are made as of the date of this document and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. This news release does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein and accordingly undue reliance should not be put on such. Neither CSE nor its Regulation Services Provider as that term is defined in the policies of the CSE accepts responsibility for the adequacy or accuracy of this release. We seek safe harbor.

SOURCE: Bluesky Digital Assets Corp.

View the original press release on ACCESS Newswire

FAQ

What transaction did Bluesky (BTCWF) announce on January 21, 2026?

Bluesky signed a binding LOI to acquire ChessGold via an amalgamation/share exchange or arrangement, subject to a Definitive Agreement and regulatory approvals.

How many shares will Bluesky issue to ChessGold holders and at what price?

Bluesky will issue an aggregate of 10,000,000 shares at a deemed price of $0.10 per share.

What percentage of the Resulting Issuer will ChessGold holders own after the deal?

Upon closing, holders of ChessGold shares are expected to own approximately 11.84% of the Resulting Issuer, subject to adjustment.

What financing will Bluesky complete alongside the ChessGold deal (BTCWF)?

A non-brokered private placement of Units for gross proceeds of up to $3.0M at $0.10 per Unit, with a 25% over-allotment approved.

What are the warrant terms tied to the concurrent Offering for Bluesky (BTCWF)?

Each Unit includes a Warrant exercisable at $0.13 per share for 24 months; expiry may be accelerated if VWAP ≥ $0.30 over 30 consecutive days.

Will the Bluesky–ChessGold transaction close immediately?

No; closing is conditional on entering a Definitive Agreement, shareholder and regulatory approvals, and Exchange acceptance, so completion is not assured.