Hello Pal International Inc. a provider of rapidly growing international live-streaming, language learning and social-crypto platform, is pleased to announce that it has entered into a definitive purchase agreement with a company controlled by Shanghai Yitang Data Technology Co. Ltd. to acquire an initial 51% interest in 12,500 mining rigs dedicated to mining Dogecoin and Litecoin, with an option to increase such interest to 100% (the “Transaction”). The Mining Assets provide a combined hash rate of 6.25 TH/s, which amounts to 2.1% of the entire current LTC network hash rate.

The transaction previously announced by the Company on March 8, 2021 has been amended such that the Company will no longer acquire an interest in a single cryptocurrency mining facility, but rather has entered into a guaranteed services agreement (the “Guaranteed Services Agreement”) with Yitang to ensure that its Mining Assets are hosted across multiple locations so as to ensure diversification of risk against potential future local governmental regulations that may adversely affect cryptocurrency mining, as well as to take advantage of variations in electricity costs in different geographical areas according to seasonal weather patterns. Pursuant to the Guaranteed Services Agreement, Yitang will guarantee the hosting of the Mining Assets as well as power supply and will provide management and hosting services.

The consideration for the Transaction is C$1,500,000 payable in cash and 1,800,000 units of the Company (the “Consideration Units”) valued at C$2,250,000. Each Consideration Unit will have a deemed value of C$1.25 and consist of one common share of the Company (each, a “Common Share”) and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a “Consideration Warrant”). Each Consideration Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of C$2.00 for a period of two years from the date of issue.

For a period of two years following the completion of the Transaction, the Company will have the option to acquire a further 49% interest in the Mining Assets (for a total interest of 100%) for an additional payment, as to half in cash and half in Common Shares (the number of Common Shares to be determined in the context of the market), where the valuation of the Mining Assets is dependent on their net profit over a 12-month period immediately preceding the date on which this option is exercised, multiplied by a formulated multiplier.

“With the signing of the definitive agreement with Yitang, we have taken the next step towards having cryptocurrency as an integral part of Hello Pal,” said KL Wong, Founder and Chairman of the Company.

Completion of the Transaction is expected to occur before the end of April 2021 and is subject to certain conditions, including but not limited to: (a) completion of a due diligence report by a “Big Four” accounting firm on the Mining Assets in a form satisfactory to the Company; (b) the receipt of all necessary approvals from the Company’s board of directors; (c) the receipt of all required consents and approvals, including without limitation, approval by the Canadian Securities Exchange; and (d) satisfaction of the escrow release conditions in connection with the previously announced private placement of subscription receipts.

“We are also ecstatic that our choice of cryptocurrencies to mine seems to have been validated especially by the recent incredible surge in market interest and activity of Dogecoin. As far as we are aware, upon completion of this transaction, we shall be the only publicly listed company with primary exposure to Dogecoin,” added Mr. Wong.

The previously announced ‘commercially reasonably efforts’ private placement of subscription receipts led by Canaccord Genuity Corp. is now expected to close on or around April 22, 2021 or such other date as Canaccord and the Company may agree. See news release dated March 8, 2021 for further details regarding the private placement.

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