Star Metro - Bluesky Digital Enters into Definitive Agreement to Acquire ChessGold Inc

TORONTO, ON / ACCESS Newswire / April 17, 2026 / Bluesky Digital Assets Corp. (CSE:BTC)(OTCQB:BTCWF) ("Bluesky" or the "Company") announces that it has entered into a share exchange agreement dated April 17, 2026 (the "Agreement") with ChessGold Inc. ("ChessGold") and the shareholders of ChessGold (together with ChessGold, the "Vendors"), whereby the Company will acquire all of the issued and outstanding common shares of ChessGold (the "ChessGold Shares"), subject to the terms and conditions described therein (the " Transaction"). The Transaction is non-arm's length.

The Transaction will constitute a "fundamental change" pursuant to the policies of the Canadian Securities Exchange (the "Exchange"). In connection with the closing of the Transaction, the Company will change its name to "ChessGold Inc." and will carry on the business of ChessGold as further described below.

About ChessGold

ChessGold is a technology company and is in the business of developing and operating its real-money chess gaming platform. The Company's primary activity is the development and operation of its real-money chess gaming platform, "Chess Gold," a mobile-based online chess application that is currently live and accessible to users. The platform enables real-time gameplay, competitive matches, and incorporates virtual currency features designed to support future monetization. Fair play enforcement is provided through ChessGold's AI-driven anti-cheat technology, which actively analyzes gameplay behavior. To date, the system has flagged and confirmed over 100 violations, protecting the integrity of the competitive ecosystem.

ChessGold continues to accelerate its global footprint, now surpassing 65,000 players competing across 225 countries and territories. With over 440,000 matches completed since launch, the platform has established itself as a growing destination for competitive chess worldwide. ChessGold is seeing strong player engagement, with an average of 8,000 to 10,000 weekly active users consistently competing on the platform. Chess Gold is available on the Apple App Store with full Apple Pay and Google Pay integration. Android users can access the platform via the Play Store Lite version. Additional payment methods include Visa, Mastercard, and blockchain-based transactions.

FIDE World Senior Team Chess Championships 2026 - Official Sponsor

ChessGold is also proud to announce its participation as an official sponsor of the FIDE World Senior Team Chess Championships 2026, taking place in Durrës, Albania from April 18 to April 29, 2026. This sponsorship is a testament to ChessGold's ongoing commitment to supporting competitive chess at the highest level and strengthening its presence within the global chess community.

Transaction Summary

Pursuant to the terms of the Agreement, Bluesky will acquire the ChessGold Shares in exchange for:

1. 10,000,000 common shares of the Company ("Consideration Shares") having an aggregate value of $1,000,000 to be delivered to the Vendors on a pro rata basis, with each Consideration Share to be issued at a deemed price of $0.10; and

2. 20,000,000 warrants (the "Milestone Warrants") to purchase common shares of the Company ("Bluesky Shares") to be delivered to Gramos Mjeku, the principal Vendor, with each Milestone Warrant exercisable into one Bluesky Shares at a price of $0.20 for a period of five years from the date of issuance and becoming exercisable upon the achievement of the following milestones:

1. 5,000,000 Milestone Warrants becoming exercisable upon 500,000 unique users being registered on the ChessGold platform;

2. 5,000,000 Milestone Warrants becoming exercisable upon the Resulting Issuer (as defined below) achieving $1,000,000 in revenue;

3. 5,000,000 Milestone Warrants becoming exercisable upon the launch of a ChessGold desktop platform; and

4. 5,000,000 Milestone Warrants becoming exercisable upon the Resulting Issuer achieving $1,000,000 in EBITDA.

In addition, the Consideration Shares shall be subject to a voluntary hold period, with such hold period expiring: (i) 25.0% on the six-month anniversary of the closing of the Transaction; and (ii) 25.0% each ninety (90) calendar days thereafter.

The Transaction will not result in the creation of a new Control Person (as such term is defined in the policies of the Exchange) of the resulting entity following completion of the Transaction (the "Resulting Issuer"). Upon completion of the Transaction, it is anticipated that the ChessGold shareholders will hold approximately 11.84% of the issued and outstanding common shares of the Resulting Issuer on a non-diluted basis, subject to adjustment in certain circumstances.

Completion of the Transaction is subject to a number of terms and conditions, including, but not limited to: (i) the parties obtaining all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the Exchange, subject only to customary conditions of closing; (ii) no material adverse change occurring in respect of either Bluesky or ChessGold; (iii) the parties having delivered all documents and other items specified in the Agreement; and (iv) such other closing conditions as set out in the Agreement.

In connection with the Transaction, as previously announced in its news release of January 22, 2026, the Company intends to complete a non-brokered private placement of up to 30,000,000 units of the Company (each, a "Unit") to be completed on or before closing of the Transaction at an issue price of $0.10 per Unit, for gross proceeds of up to $3,000,000 (the "Concurrent 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 Concurrent 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 Concurrent Offering, in accordance with the policies of the Exchange. The proceeds of the Offering will be used to fund the expenses of the Transaction and the Offering and the working capital requirements of the Resulting Issuer.

None of the Consideration Shares to be issued in connection with the Transaction or the Bluesky Shares to be issued in connection with the Concurrent Offering 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.

Board of Directors of the Resulting Issuer

The board of directors of the Company (the "Board") presently is made up of 3 members, being Ben Gelfand, Alan Grant and Ian Karvelas. Pursuant to the Agreement, the Board shall be reconstituted within 3 months of the closing of the Transaction to include the appointment of Gramos Mjeku. The Company also intends to appoint Gramos Mjeku as the Chief Executive Officer of the Resulting Issuer. The names of the intended directors and officers of the Resulting Issuer following completion of the Transaction and their respective positions are as set forth below:

A brief biographical description of each of the anticipated directors of the Resulting Issuer is provided below:

Gramos Mjeku - Proposed Director and Chief Executive Officer

Mr. Mjeku is the Founder and Chief Executive Officer of ChessGold Inc. Alongside his partners, Mr. Mjeku developed the Chess Gold platform, a one-of-a-kind mobile platform that combines elite chess gameplay, AI-powered fair play enforcement and virtual currency features. Under his leadership, the platform has rapidly grown to serve players across 225 countries while upholding the highest standards of integrity and user engagement. Mr. Mjeku holds a Bachelor of Fine Arts and built a successful early career in architecture, interior design and real estate development before transitioning into the technology sector.

Ben Gelfand - Proposed Director and President

Mr. Gelfand began his career with Fidelity Investments in October of 1987 and has worked for Merrill Lynch, TD Waterhouse and others in sales, investment management, trading, private equity and investment banking roles. Mr. Gelfand earned his Bachelor's degree in Political Science from Ohio University. Mr. Gelfand served as the Managing Director of Investment Banking at a Canadian investment firm and served as the Chief Executive Officer and director of Meryllion Resources Corp., a Canadian exploration company, from January 13, 2020 until August 4, 2020.

Alan Grant - Proposed Director

Mr. Grant is currently the President and CEO of Signal Fire Communications, a company focused on assisting other companies with branding and identity. This has been his primary occupation for the past 18 years. Additionally, Alan was a director of Meryllion Resources Corporation from January 13, 2019 until January 25, 2020.

Ian Karvelas - Proposed Director

Mr. Karvelas is a business owner in the construction industry with extensive project design, budgeting and execution experience. Mr. Karvelas has managed regulatory requirements and contractual matters on numerous undertakings.

Shareholder Consent or Meeting

Prior to the completion of the Transaction, and as required by corporate legislation or the policies of the CSE, the Company intends to seek shareholder approval for the Transaction at a meeting of its shareholders to be held on June 9, 2026, in accordance with applicable corporate and securities laws, to approve: (a) the Name Change; (b) the fundamental change of the Company in connection with the completion of Transaction; and (c) such other matters as deemed necessary or desirable by the Company or the Vendors.

Other Information relating to the Transaction

The Transaction is considered a "related party transaction" as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as Ben Gelfand, an officer and director of the Company, is also a holder of ChessGold Shares and will receive a total of 500,000 Consideration Shares in connection with the Transaction. The Company is relying on an exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a) of MI 61-101, on the basis that the value of the Consideration Shares to be received by Mr. Gelfand does not exceed 25% of the fair market value of the Company's market capitalization. The Company established a special committee in connection with the Transaction comprised of the members of the board of directors of the Company who are independent for purposes of the related party transaction, being all directors other than Mr. Gelfand. The Transaction was approved by the special committee, and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.

Trading in the Bluesky Shares has been halted and is expected to remain halted pending the satisfaction of the listing requirements of the Exchange. The Company is targeting a resumption of trading for the Bluesky Shares on or around the week of April 27, 2026, however there can be no assurance that the trading of Bluesky Shares will resume prior to the completion of the Transaction.

The Bluesky Shares to be issued pursuant to the Transaction will be issued pursuant to exemptions from the prospectus requirements of applicable securities legislation. The Bluesky Shares to be issued as part of the consideration are expected to be subject to restrictions on resale under applicable securities legislation or escrow conditions as required by policies of the Exchange.

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

For more information please visit Bluesky at: www.blueskydigitalassets.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: [email protected]

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

M.Anderson--SMC