Bluesky Digital Assets : Report of Exempt Distribution

Form 45-106F1 Report of Exempt Distribution (Non-investment fund issuer)

New report

Amended report If amended, provide Submission ID of report that is being amended:(Example: EDR1234567890-123)

Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106.

Issuer (Other than an investment fund)

Underwriter

Provide the following information about the issuer, or if the issuer is an investment fund, about the fund.

Full legal name

Previous full legal name If the issuer's name changed in the last 12 months, provide most recent previous legal name.

Website (if applicable)

If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of "legal entity identifier".

Legal entity identifier

Did two or more co-issuers distribute a single security?NoYes

If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above.

Full legal name(s) of co-issuer(s)

If an underwriter is completing the report, provide the underwriter's full legal name and firm NRD number.

Full legal nameDoes the Underwriter's Firm have an NRD Number?NoYes

Firm NRD number

If the underwriter does not have a firm NRD number, provide the head office contact information of the underwriter.

Street address

Municipality

Province/State

Postal/ZIP codeCountry

Telephone number

Website (if applicable)

ITEM 1 - REPORT TYPE

ITEM 2 - PARTY CERTIFYING THE REPORT

ITEM 3 - ISSUER NAME AND OTHER IDENTIFIERS

Bluesky Digital Assets Corp.

https://www.blueskydigitalassets.com/

ITEM 4 - UNDERWRITER INFORMATIONITEM 5 - ISSUER INFORMATION a) Primary industry

Provide the issuer's North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closely corresponds to the issuer's primary business activity.

NAICS industry code 523990 .

If the issuer is in the mining industry , indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in the mining industry. Select the category that best describes the issuer's stage of operations.

ExplorationDevelopmentProduction

Is the issuer's primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply.

MortgagesReal estateCommercial/business debtConsumer debtPrivate companiesCryptoassetsN/A

• 0 - 4950 - 99100 - 499500 or more

  Does the issuer have aSEDAR profile ?NoYes

  If yes, provide SEDAR profile number: 00024773

  If the issuer's SEDAR profile is a "private" profile, please provide a screenshot of the issuer's profile by e-mail [e-mail]

  Street address

  Municipality

  Province/State

  Postal/ZIP code

  Country

  Telephone numberDate of formation

  Financial year-end

  Is the issuer a reporting issuer in any jurisdiction of Canada?

  NoYes

  If yes, select the jurisdictions of Canada in which the issuer is a reporting issuer.

  Does the issuer have a CUSIP number?

  CUSIP number (provide first 6 digits only)

  NoYes

  If the issuer is publicly listed, provide the name of the exchange on which the issuer's equity securities primarily trade. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading system.

  Exchange name:

  Toronto Stock ExchangeTSX Venture ExchangeAustralian Securities ExchangeDeutsche BoerseNasdaq

  New York Stock ExchangeStock Exchange Of Hong KongTokyo Stock Exchange

  If other, describe:

  Select the size of the issuer's assets based on its most recently available annual financial statements (Canadian $). If the issuer has not prepared annual financial statements for its first financial year, provide the size of the issuer's assets at the distribution end date.

• b) Number of employees

• c) SEDAR profile number

d) Head office address If the issuer does not have a SEDAR profile, complete Item 5(d) - (h).

e) Date of formation and financial year-end

f) Reporting issuer status

g) Public listing status

All	AB	BC	MB	NB	NL	NT
NS	NU	ON	PE	QC	SK	YT

Not Applicable	Canadian Securities Exchange
Aequitas Neo Exchange	Euronext
London Stock Exchange	Shanghai Stock Exchange
Shenzhen Stock Exchange	OTHER

h) Size of issuer's assets

$0 to under $5M	$5M to under $25M	$25M to under $100M
$100M to under $500M	$500M to under $1B	$1B or over

If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about purchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder's fees in connection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in Schedule 1 of the report.

a) Currency

Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars.

Canadian dollarUS dollarEuroOther (describe):

b) Distribution date(s)

State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date as both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for the distribution period covered by the report.

Start Date 2022-03-28

End Date 2022-03-28

CompleteSchedule 1 of this form for each purchaser and attach the schedule to the completed report.

SScchheedduulele11totoFFoormrm4455-1-10066FF11-f-ifninaal.lx.xlslsxx- 85 KB d) Types of securities distributed

Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed.

Security code

CUSIP numberNumber of securities

Single or lowest price

Highest priceTotal amountCMS

09629B305

0.1650

Description of security: 6,060,606 Common Shares issued @ $0.165 CAD per Common Share to settle $999,999.99 CAD in debt

If any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right. If any convertible/exchangeable securities were distributed, provide the conversion ratio and describe any other terms for each convertible/exchangeable security.

Not Applicable

State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only.

This table requires a separate line item for (i) each jurisdiction where a purchaser resides (ii) each exemption relied on in the jurisdiction where a purchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreign jurisdiction.

For jurisdictions within of Canada, state the province or territory, otherwise state country.

2aIn calculating the number of unique purchasers per row, count each purchaser only once. Joint purchasers may be counted as one purchaser.

2bIn calculating the total number of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whether the issuer distributed multiple types of securities to, and relied on multiple exemptions for, that purchaser.

ITEM 7 - INFORMATION ABOUT THE DISTRIBUTION

c) Detailed purchaser information

Canadian $

6,060,606.0000

999,999.9900

e) Details of rights and convertible/exchangeable securities

f) Summary of the distribution by jurisdiction and exemption

Convertible / exchangeable security code	Underlying security code	Exercise price (Canadian $)	Expiry date (YYYY-MM-DD)	Conversion ratio
Lowest	Highest
Describe other terms: (if applicable)

Province or country	Exemption relied on	No. of unique purchasers2a	Total amount (Canadian $)
United States	NI 45-106 2.14 [Securities for debt]	1	999,999.9900
Total dollar amount of securities distributed	999,999.9900
Total number of unique purchasers2b	1

ITEM 7 - INFORMATION ABOUT THE DISTRIBUTION h) Offering materials - This section applies only in Saskatchewan, Ontario, Québec, New Brunswick and Nova Scotia.

If a distribution has occurred in Saskatchewan, Ontario, Québec, New Brunswick or Nova Scotia, complete the table below by listing the offering materials that are required under the prospectus exemption relied on to be filed with or delivered to the securities regulatory authority or regulator in those jurisdictions.

In Ontario, if the offering materials listed in the table are required to be filed with or delivered to the Ontario Securities Commission (OSC), attach an electronic version of the offering materials that have not been previously filed with or delivered to the OSC.

Not Applicable

Provide information for each person (as defined in NI 45-106) to whom the issuer directly provides, or will provide, any compensation in connection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated.

Indicate whether any compensation was paid, or will be paid, in connection with the distribution.

NoYes

PERSON 1 a) Name of person compensated and registration status

Indicate whether the person compensated is a registrant.

NoYes

If the person compensated is an individual, provide the full legal name of the individual.

Family name

First given name

Secondary given names

If the person compensated is not an individual, provide the following information.

Full legal name of non-individual

Firm NRD number (if applicable)Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.

NoYes

If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated.

Postal/ZIP code

Indicate the person's relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of "connected" in Part B(2) of the Instructions and the meaning of "control" in section 1.4 of NI 45-106 for the purposes of completing this section.

Connected with the issuer or investment fund managerInsider of the issuer (other than an investment fund)Employee of the issuer or investment fund managerNone of the above

Director or officer of the investment fund or investment fund manager

Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.

Cash commissions paidValue of all securitiesdistributed as compensation 4

Security code1Security code2Security code3

Describe terms of warrants, options or other rights

Other compensation5

Describe

Total compensation Paid

Check box if the person will or may receive any deferred compensation (describe the terms below)

4

ITEM 8 - COMPENSATION INFORMATION

b) Business contact information

Street address	Municipality	Province/State
Country	Telephone number	Email address

c) Relationship to issuer or investment fund manager

d) Compensation details

0.0000