Neptune Announces Share Buyback Program

Vancouver, British Columbia–(Newsfile Corp. – March 21, 2024) – Neptune Digital Assets Corp. (TSXV: NDA) (OTCQB: NPPTF) (FSE: 1NW) (“Neptune” or the “Company“), one of the first publicly traded blockchain companies in Canada, is pleased to announce its intention to ‎initiate a Normal Course Issuer Bid (“NCIB“) with respect to its common shares (“Common Shares“) through the facilities of the TSX Venture Exchange (the “Exchange“) or alternative trading systems.

Under the terms of the NCIB, the Company intends to purchase for cancellation, ‎‎up to 11,350,727 Common Shares, representing 10% of the Public Float (as defined by the Exchange). The Company currently intends to commence the NCIB following Exchange acceptance (the “Commencement Date“) when management believes the Common Shares are trading at a price range that do not adequately reflect their value. The NCIB may extend for a period of up to 12 months from the Commencement Date unless the maximum amount of Common Shares is purchased ‎before then or Neptune provides earlier notice of termination.‎

The purchase and payment for the Common Shares will be made by Neptune through the facilities of the ‎ Exchange or alternative trading systems. All purchases by the Company under the NCIB will be made through Haywood Securities Inc., as broker dealer of the Company, and all Common Shares purchased under the NCIB will be cancelled. The price paid for the Common Shares will be, subject to NCIB pricing ‎rules ‎contained in securities laws, the prevailing market price of such Common Shares on the ‎Exchange at the time of such purchase. Neptune intends to fund the purchases out of available ‎cash, revenues and ‎working capital.‎

Neptune proposes to commence the NCIB because it believes that the market price of the Common Shares may not, from time to time, fully reflect their value and accordingly, the purchase of the Common Shares would be in the best interest of the Company and an attractive and appropriate use of available funds. It is expected that any purchases made by the Company could also enhance value and liquidity for its shareholders.

To the knowledge of Neptune, no director, senior officer or other insider of Neptune currently intends ‎to ‎sell any Common Shares under the NCIB. However, sales by such persons may occur if the personal circumstances of any such person changes or any such ‎‎person makes a decision unrelated to these NCIB purchases. The benefits to any such person whose ‎‎Common Shares are purchased would be the same as the benefits available to all other holders whose ‎‎Common Shares are purchased.‎

“Citing our strong financial position and the belief in Neptune’s inherent value, we are initiating this NCIB share buyback program to align the market with our robust performance and future outlook. We are confident that this course of action not only demonstrates our commitment to shareholder value and structural integrity but also underscores the potential we see in Neptune’s growth and development as a major industry player,” said Cale Moodie, CEO, Neptune.

Neptune has also granted an aggregate of 730,000 stock options (“Options“) to certain directors, officers and consultants. Each Option vests immediately (other than those Options granted to a consultant providing investor relations services, which will vest in four equal installments, with the final amount vesting twelve months from the grant date) and will entitle the holder to acquire one Common Share at an exercise price equivalent to the closing price of the Common Shares on the Exchange on March 22, 2024 for a period of ten years.

About Neptune Digital Assets Corp.

Neptune Digital Assets Corp. (TSXV: NDA) (OTCQB: NPPTF) (FSE: 1NW) is one of the first publicly traded blockchain companies in Canada and is at the forefront of the cryptocurrency and blockchain landscape. Neptune engages in operations across the digital asset ecosystem including Bitcoin mining, proof-of-stake mining, blockchain nodes, decentralized finance (DeFi), and other associated cutting-edge technology. Our unwavering commitment to innovation and strategic growth enables us to continually explore new opportunities and maximize value for our shareholders. For more information about Neptune Digital Assets Corp., please visit our website at www.neptunedigitalassets.com or follow us on X (@NeptuneDAC).

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 the 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 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 auditors completing the remining auditing items with respect to the Annual Filings; the inherent risks involved in the cryptocurrency and general securities markets; 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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