Vancouver, British Columbia–(Newsfile Corp. – February 17, 2021) – Skyledger Tech Corp. (CSE: SKYL) (the “Company” or “Skyledger“) is pleased to announce it has completed a non-brokered private placement of 20,602,697 subscription receipts (the “Subscription Receipts“) at a price of $0.30 per Subscription Receipt for gross proceeds of $6,180,809.10 (the “Private Placement“). Each Subscription Receipt will be automatically exercised into one unit of the Company (each, a “Unit“) upon completion of the previously announced transaction pursuant to which the Company will acquire all of the issued and outstanding shares of Senoa Gold Corp., which holds certain mineral claims in the Yukon (the “Transaction“). Each Unit will consist of one common share of the Company (each, a “Share“) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant“), with each Warrant entitling the holder thereof to purchase one additional common share of the Company (each, a “Warrant Share“) at a price of $0.50 for a period of two years from the date of issue. For further details regarding the Transaction, see the Company’s news releases dated October 15, 2020, November 17, 2020 and December 2, 2020.

The proceeds from the sale of the Subscription Receipts will be held in escrow pending completion of the Transaction and, following completion of the Transaction, are expected to be used for exploration and related expenditures on the Yukon properties to be acquired, and for working capital purposes.

The Subscription Receipts, including the Shares and the Warrants issuable upon automatic exercise of the Subscription Receipts, as well as the Warrant Shares issuable on exercise of the Warrants, are subject to a statutory hold period in Canada expiring four months and one day from the closing date of the Private Placement, being June 17, 2021.

Finder’s fees in an aggregate amount of $105,020 were paid by the Company in connection with the Private Placement to certain arm’s length parties.

Further Information

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Investors are cautioned that any information released or received with respect to the Transaction, including in this news release, may not be complete and should not be relied upon.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Canadian Securities Exchange (the “CSE“) and shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

The CSE has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

Trading in the common shares of the Company will remain halted pending the review of the proposed Transaction by the CSE.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States of America. The securities to be issued in connection with the Transaction, the Shares and the Subscription Receipts, including the Shares issuable upon automatic exercise of the Subscription Receipts, have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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About Skyledger Tech Corp.

Skyledger is a Bitcoin mining company that gives shareholders access to the potential price appreciation of Bitcoin. The Company currently owns ASIC S17 and S9 Rigs that are located in Gibsons, British Columbia.

On behalf of the Board of Directors

James Liang
Chief Executive Officer
(604) 681-0911

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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This news release contains certain forward-looking statements, including statements about the Company’s completion of the Transaction and the Private Placement as well as its future plans and intentions. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. Such factors include, among other things: risks and uncertainties relating to the Company’s ability to complete the proposed Transaction; and other risks and uncertainties. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/74742