Vancouver, British Columbia--(Newsfile Corp. - December 2, 2020) - Skyledger Tech Corp. (CSE: SKYL) (the "Company" or "Skyledger") is pleased to announce that it has entered into a binding purchase agreement (the "Purchase Agreement") dated December 1, 2020 with 18526 Yukon Inc. (the "Vendor") and Senoa Gold Corp. (the "Target"), a wholly-owned subsidiary of the Vendor, both arm's length parties, pursuant to which the Company will acquire all of the issued and outstanding shares of the Target from the Vendor (the "Transaction"). The resulting issuer (the "Resulting Issuer") that will exist upon completion of the Transaction will continue to operate under the name Snowline Gold Corp. For further details regarding the Transaction, see the Company's news releases dated October 15, 2020 and November 17, 2020.
Conditions of Closing
Closing is anticipated to occur in the first quarter of 2021 and remains subject to certain conditions, including but not limited to: (a) the receipt of all necessary approvals of the boards of directors of Skyledger and the Vendor; (b) the receipt of approval of the shareholders of Skyledger in accordance with applicable laws, including the rules of the CSE; (c) the receipt of all required consents and approvals, including without limitation, approval of the Transaction by the CSE; (d) Skyledger satisfying the initial listing requirements set by the CSE for a mining issuer; and (e) the completion of satisfactory mutual due diligence.
Description of the Property
The Vendor currently owns the Einarson (as to 70% with the balance owned by a third party), Rogue, Tosh, Cliff, Rainbow and Cynthia claims located in the Yukon covering 66,528 Hectares (164,394 Acres). The Vendor is in the process of preparing current technical reports on each of Einarson and Rogue, which are expected to be the mineral properties material to the Resulting Issuer. Further and more fulsome disclosure will be provided in subsequent news releases. The technical reports will be filed on the Company's SEDAR profile once they have been finalized.
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, 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.
The securities to be issued in connection with the Transaction 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.
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
Chief Executive Officer
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking statements, including statements about the Company's completion of the Transaction, 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/69368