VANCOUVER, BC and VADUZ, LIECHTENSTEIN, Dec.
31st 2021 /CNW/ - Sonora Gold & Silver
Corp (TSXV: SOC) (the "Company" or "Sonora") is pleased to announce that it
has entered into a definitive agreement dated December 31st, 2021 (the
"Definitive") to complete a business combination (the
"Transaction") with BTQ AG, an arm's length privately held
company ("BTQ") incorporated in the Principality of
Liechtenstein.
About the Transaction
The Transaction is structured as a share acquisition pursuant to
which Sonora will acquire all of
the issued and outstanding securities of BTQ in accordance to the
definitive agreement. Prior to closing of the Transaction,
Sonora intends to complete a
consolidation (the "Consolidation") of its common shares on
the basis of 6 common shares currently outstanding for one new
common share (each, a "Consolidated Share") and a private
placement (the "Sonora Financing") of 25 million
subscription receipts (each, a "Subscription Receipt") at a
price of $0.40 per Subscription
Receipt. Each Subscription Receipt will be exchanged for a
Consolidated Share on closing of the Transaction.
Pursuant to the Definitive, shareholders of BTQ will receive one
Consolidated Share in exchange for each share of BTQ. The company
resulting from the completion of the transaction (the "Resulting
Company") will be named BTQ Technologies Corp., or such other
name as acceptable to Sonora and
BTQ, and will have a total of approximately 130 million
Consolidated Shares outstanding on a non-diluted basis, comprised
of approximately 14.5 million Consolidated Shares representing the
currently issued and outstanding shares of Sonora after the
Consolidation, approximately 25 million Consolidated Shares
representing the shares issued in exchange for the Subscription
Receipts and 92 million Consolidated Shares representing the shares
issued to security holders of BTQ pursuant to the Definitive
Agreement.
It is expected that trading the Company's shares will remain
halted until the Transaction has been completed and additional
information about the Transaction, including regarding the
directors and officers of the Resulting Company and financial
information regarding BTQ, will be disclosed by way of news
release.
About BTQ
BTQ was incorporated in the Principality of Liechtenstein on March
26, 2021 by a group of experienced post-quantum
cryptographers with an interest in addressing the urgent security
threat that a large-scale universal quantum computer poses to the
Bitcoin network. Bitcoin's store of value thesis - one that
supports a crypto ecosystem of over $1
trillion in market capitalization - has several potential
quantum attack vectors that could compromise the network. This
paradigm shift requires a new direction in cryptography and
blockchain design. BTQ is building a portfolio of intellectual
property to safeguard the crypto asset class with energy efficient
quantum processes and currently holds several patent applications
for generating quantum algorithms.
Quantum computers can take a very large integer and find out its
prime factor extremely rapidly by using Shor's algorithm.
Theoretically, a universal large scale quantum computer could be
used to disrupt cryptocurrencies, break into digital wallets, and
access and decrypt confidential communications. Ethereum and
Algorand, two of the most technologically advanced
cryptocurrencies, announced plans to transition to post-quantum
standards earlier this month.
Since last summer BTQ has strategically established a
representative office in Taipei,
Taiwan, home to the most advanced hardware and post-quantum
ecosystems. The Taipei engineering
office will focus on research and development related to
post-quantum cryptography, eco-friendly proof of work mining, and
formal verification within smart contracts platforms. BTQ recently
sponsored HITCON, a leading cybersecurity conference that was held
at Academia Sinica, a Taiwanese research institute, in
November.
"BTQ has accelerated the development of Layer 1 and
Layer 2 compatible blockchain scalability software that is
underpinned by cutting edge quantum algorithms. Expanding our reach
in Taiwan, a global leader in
semiconductors and the most diverse quantum talent pool, only
furthers our mission of being the leader in post-quantum
technology," said Olivier Roussy
Newton, managing director of BTQ AG. "We are
excited about our go public plans in Canada, a quantum hub in its own right, to
solidify our market position and expand our shareholder
base."
For more information on BTQ's research, please watch an
introductory video here. BTQ's blog post on blockchain finance in
the quantum era is available here.
About BTQ AG
BTQ builds post-quantum infrastructure to enable the next
generation of energy-efficient blockchain networks.
For more information, contact:
Olivier Roussy Newton
Managing Director
BTQ AG
desk@btq.li
Arm's Length Transaction
The Transaction will constitute an Arm's Length Transaction in
accordance with the policies of the TSXV.
ON BEHALF OF THE BOARD OF DIRECTORS
Ken Churchill
President & CEO, Director
For further contact: Ken
Churchill
T: 604-682-2928
E: ken@sonoragoldcorp.com
Cautionary Note
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
Completion of the Transaction is subject to a number of
conditions precedent, including but not limited to, the approval of
a recognized exchange, receipt of necessary shareholder approvals
and the completion of the Consolidation and the Sonora Financing.
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. Investors
are cautioned that, except as disclosed in the management
information circular or other disclosure document to be prepared in
connection with the Transaction, any information released or
received with respect to the Transaction may not be accurate or
complete and should not be relied upon. The TSXV has in no way
passed upon the merits of the Transaction and has neither approved
nor disapproved the contents of this press release.
Forward Looking Information
Certain statements and information herein, including all
statements that are not historical facts, contain forward-looking
statements and forward-looking information within the meaning of
applicable securities laws. Such forward-looking statements or
information include but are not limited to statements or
information with respect to: the business plans of Sonora, BTQ and the Resulting Company; the
terms and conditions of the Sonora Financing; and the terms and
conditions of the Transaction, including receipt of stock exchange
and shareholder approval. Often, but not always, forward-looking
statements or information can be identified by the use of words
such as "estimate", "project",
"belief", "anticipate",
"intend", "expect", "plan",
"predict", "may" or "should"
and the negative of these words or such variations thereon or
comparable terminology are intended to identify forward-looking
statements and information.
With respect to forward-looking statements and information
contained herein, Sonora and BTQ
have made numerous assumptions including among other things,
assumptions about general business and economic conditions, the
development of post-quantum algorithms and quantum vulnerabilities,
and anticipated costs and expenditures of the Transaction. The
foregoing list of assumptions is not exhaustive.
Although management of Sonora
and BTQ believe that the assumptions made and the expectations
represented by such statements or information are reasonable, there
can be no assurance that forward-looking statements or information
herein will prove to be accurate. Forward-looking statements and
information by their nature are based on assumptions and involve
known and unknown risks, uncertainties and other factors which may
cause actual results, performance or achievements, or industry
results, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements or information. These factors include,
but are not limited to: risks relating to the Sonora Financing and
the availability of financing for the Resulting Company; risks
relating to the receipt of all requisite approvals for the
Transaction, including the approval of shareholders and the stock
exchange; risks associated with the business of BTQ given its
limited operating history; business and economic conditions in the
cryptocurrency and post-quantum computing industries generally; the
supply and demand for labour and cryptocurrencies; changes in
cryptocurrency prices; risks relating to unanticipated operational
difficulties (including failure of research and development to
produce expected intellectual property or expectations, cost
escalation, unavailability of labour, government action or delays
in the receipt of government approvals, industrial disturbances or
other job action, and unanticipated events related to
cryptocurrency regulatory and licensing matters and environmental
matters); political risk and social unrest; changes in general
economic conditions or conditions in the financial markets; changes
in laws (including regulations respecting cryptocurrencies); risks
related to the direct and indirect impact of COVID-19 including,
but not limited to, its impact on general economic conditions, the
ability to obtain financing as required, and causing potential
delays to research and development activities; and other risk
factors as detailed from time to time. Sonora and BTQ do not undertake to update any
forward-looking information, except in accordance with applicable
securities laws.
SOURCE Sonora Gold & Silver Corp.
