Star Metro - Bluesky Digital Assets Corp. and ChessGold Inc. Announce Financing & Debt Settlements

TORONTO, ON / ACCESS Newswire / July 20, 2026 / Bluesky Digital Assets Corp. (CSE:BTC)(OTCQB:BTCWF) ("Bluesky") and ChessGold Inc. ("ChessGold") are pleased to announce a non-brokered private placement offering of subscription receipts and special warrants of ChessGold (the "Offering") in connection with their proposed business combination transaction (the "Transaction"), which was previously discussed in press releases of Bluesky dated January 22, 2026 and February 2, 2026, April 27, 2026 and July 13, 2026.

Pursuant to the Offering, ChessGold intends (a) to sell subscription receipts of ChessGold (the "Subscription Receipts") at a price per Subscription Receipt of $0.0825 (the "Issue Price") and (b) issue special warrants of ChessGold (the "Special Warrants") (as defined hereinbelow) to certain creditors, directors and officers of ChessGold and Bluesky at a deemed price equal to the Issue Price in consideration of the assignment by such creditors, directors and officers to ChessGold of certain debts currently owed by Bluesky and ChessGold (collectively, the "Debt Settlements"), for minimum aggregate cash gross proceeds of C$750,000 in Subscription Receipts up to a maximum aggregate cash proceeds and Debt Settlements of C$3,000,000 in Subscription Receipts and Special Warrants upon the issuance of a minimum of 9,090,910 Subscription Receipts and up to a combined maximum of 36,363,636 Subscription Receipts and Special Warrants.

Each Subscription Receipt shall represent the right of a holder to receive, upon satisfaction or waiver of the Escrow Release Condition (as defined below), without payment of additional consideration and with no further action on the part of the holder thereof, one unit of ChessGold (a "ChessGold Unit"), in accordance with the terms and conditions of a subscription receipt agreement (the "Subscription Receipt Agreement") to be entered into among Bluesky, ChessGold and a subscription receipt and escrow agent (the "Subscription Receipt Agent") upon closing of the Offering. Each ChessGold Unit will consist of one common share in the capital of ChessGold (each, a "ChessGold Share") and one ChessGold Share purchase warrant (each, a "ChessGold Warrant"). Each ChessGold Warrant will be exercisable by the holder to acquire one ChessGold Share at a price of $0.12 for a period of twenty-four months following the ChessGold Warrant's issuance date.

Each Special Warrant shall represent the right of a holder to receive, upon satisfaction of the Escrow Release Condition, without payment of additional consideration and with no further action on the part of the holder thereof, one ChessGold Unit. In the event the Escrow Release Condition (as defined below) is not satisfied, the Special Warrants will, in accordance with their terms, be cancelled without any further action on the part of the holders and the related Debt Settlements will be unwound and of no further force or effect. It is expected that the Debt Settlements will account for no more than C$850,000 of the aggregate proceeds pursuant to the Offering.

Pursuant to the terms of the Transaction and the Subscription Receipt Agreement, each ChessGold Share resulting from the exercise of the Subscription Receipts and Special Warrants will be exchanged for one common share (a "Resulting Issuer Share") of Bluesky after completion of the Transaction (the "Resulting Issuer") and each ChessGold Warrant resulting from the exercise of the Subscription Receipts and Special Warrants will be exchanged for one common share purchase warrant of the Resulting Issuer (a "Resulting Issuer Warrant"). Each Resulting Issuer Warrant will be exercisable by the holder thereof for one Resulting Issuer Share (a "Resulting Issuer Warrant Share") at an exercise price of C$0.12 per Resulting Issuer Warrant Share for a period of twenty-four months following the date of issuance, subject to adjustments in certain events.

The gross proceeds from the sale of the Subscription Receipts (the "Escrowed Funds") will be deposited and held in escrow by the Subscription Receipt Agent pending ChessGold's completion of a liquidity event, which may include, without limitation, an initial public offering, filing of a non-offering prospectus or a reverse take-over, strategic merger, share exchange or similar transaction with an existing reporting issuer pursuant to which holders of ChessGold Shares and ChessGold Warrants will receive securities of another issuer already listed or conditionally approved for listing on an exchange (a "Liquidity Event") within four months of the date of closing of the Offering (the "Escrow Release Condition"). It is currently contemplated that the Transaction will constitute the Liquidity Event, and Bluesky will be the Resulting Issuer.

In the event that the Escrow Release Condition is not satisfied on or before the date which is four months following the closing of the Offering, the Escrowed Funds will be returned to the holders of the Subscription Receipts on a pro-rata basis and the Subscription Receipts will be cancelled without any further action on the part of the holders. To the extent that the Escrowed Funds are not sufficient to refund the aggregate issue price paid by the holders of the Subscription Receipts, ChessGold will be responsible and liable to contribute such amounts as are necessary to satisfy any shortfall.

The net proceeds received from the Offering are expected to be used to meet the Resulting Issuer's expected general and administrative expenses for twelve months following a Liquidity Event, to market ChessGold's Chess Gold platform, and for general corporate purposes.

The Offering is expected to close on or about August 7, 2026, and is subject to certain conditions including subscriptions for a minimum of 9,090,910 Subscription Receipts. The Subscription Receipts and Special Warrants will be subject to a restricted hold period under Canadian securities laws. The Resulting Issuer Shares and Resulting Issuer Warrants to be issued in exchange for the ChessGold Shares and the ChessGold Warrants following the conversion of Subscription Receipts and Special Warrants pursuant to the Transaction are not expected to be subject to a hold period under applicable Canadian securities laws.

The Subscription Receipts and Special Warrants will be offered by way of: (a) private placement in each of the provinces and territories of Canada pursuant to applicable prospectus exemptions under applicable Canadian securities laws; and (b) in jurisdictions outside of Canada and the United States at ChessGold's discretion on a private placement or equivalent basis.

The Debt Settlements will constitute a "related party transaction" of Bluesky within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Bluesky anticipates relying on exemptions from the formal valuation and minority shareholder approval requirements applicable to the related-party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the securities to be acquired pursuant to the Debt Settlements, nor the consideration to be given by the assignors, is anticipated to exceed 25 percent of Bluesky's market capitalization (as determined under MI 61-101). Pursuant to MI 61-101, Bluesky will file a material change report providing disclosure in relation to each "related party transaction" on SEDAR+ under Bluesky's issuer profile at www.sedarplus.ca. It is not expected that Bluesky will file the material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by each "related party" of Bluesky is not likely to be settled until shortly before the closing of the Offering, and Bluesky wishes to close the Offering on an expedited basis for sound business reasons. All completed Debt Settlements will have been approved by the disinterested directors of Bluesky and will be entered into on market terms fair to security holders. No special committee is expected to be established in connection with the Debt Settlements.

The securities being offered pursuant to the Offering have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. 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 state in which such offer, solicitation or sale would be unlawful. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.

Trading Halt

The common shares of Bluesky (the "Bluesky Shares") are currently halted from trading and are not expected to resume trading until the Transaction is completed. Completion of the Transaction is subject to a number of conditions, including but not limited to, CSE acceptance and approval by the shareholders of Bluesky. There can be no assurance that the Transaction or Offering will be completed as proposed or at all.

About Bluesky Digital Assets Corp.

Bluesky Digital Assets Corp. has expertise in creating high value digital enterprises at the intersection of Artificial Intelligence and Web business solutions. Bluesky previously entered into a secured loan agreement to advance up to $1,000,000 to ChessGold convertible into common shares of ChessGold. As announced on January 22, 2026, BlueSky entered into a binding letter of intent to acquire ChessGold. The transaction is subject to shareholder approval and the approval of the CSE. Following completion of the proposed transaction, Bluesky will carry on the business currently carried on by ChessGold.

For further information please contact:

Mr. Ben Gelfand
CEO & Director
Bluesky Digital Assets Corp.
T: (437) 385-2114
E: [email protected]

About ChessGold Inc.

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.

For more information:

Website: www.chessgold.app
Instagram: @chessgold.app
https://www.instagram.com/chessgold.app?igsh=bXMyZ2RpMng4ZmR6
Facebook: @chessgold.app
https://www.facebook.com/chessgoldapp

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 the CSE nor any other regulatory body accepts responsibility for the adequacy or accuracy of this news release.

Forward-Looking Statements

Certain information in this press release may contain forward-looking statements, including statements regarding the terms, conditions and completion of the Transaction and the Offering and the use of net proceeds of the Offering. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict, including risks associated with obtaining required regulatory approvals for the Transaction and the Offering, the ability to complete the Offering on the terms proposed or at all, and general economic and market conditions. Actual results might differ materially from results suggested in any forward-looking statements. Bluesky assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking statements unless and until required by securities laws applicable to Bluesky. Additional information identifying risks and uncertainties is contained in filings by Bluesky with the Canadian securities regulators, which filings are available at www.sedarplus.ca.

Completion of the Transaction and the Offering are each subject to a number of conditions, including but not limited to, all necessary regulatory approvals. There can be no assurance that the Transaction and the Offering will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the information circular and/or filing statement to be prepared in connection with the Transaction, 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 a capital pool company should be considered highly speculative.

The Bluesky Shares will remain halted until such time as permission to resume trading has been obtained from the CSE. Bluesky is a reporting issuer in Alberta, British Columbia, and Ontario.

SOURCE: Bluesky Digital Assets Corp.

View the original press release on ACCESS Newswire

A.Jackson--SMC