Announces Private Placement of $6 Million
SKYLEDGER TECH CORP.
ANNOUNCES PRIVATE PLACEMENT OF $6 MILLION
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISEMMINATION IN THE UNITED STATES
FOR IMMEDIATE RELEASE
January 25, 2021
VANCOUVER, CANADA – Skyledger Tech Corp. (the “Company” or “Skyledger”) (CSE: SKYL) is
pleased to announce its intention to complete a non-brokered private placement of 20,000,000 subscription
receipts (the “ Subscription Receipts ”) at a price of $0. 30 per Subscription Receipt for proceeds of
$6,000,000 (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 e ach Warrant entitl ing 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. Following the completion of the Transaction, the funds 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, will be subject to a statutory hold period of four months and a day under Canadian
securities laws.
Further Information
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 ne ither 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.
The securities to be issued in connection with the Transaction , the Subscription Receipts, the Shares, the
Warrants and the Warrant Shares 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.
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Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
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
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 the Private Placement; 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.