VANCOUVER, BC, May 3, 2022
/CNW/ - Sonora Gold & Silver Corp. (TSW: SOC) (the "Company" or
Sonora") wishes to provide an
update to its previously announced proposed share exchange
transaction with BTQ AG ("ATC') (the "Transaction"). The Company
and BTQ have entered into an agreement amending its definitive
share exchange agreement With BTQ to extend the outside date for
completion Of the Transaction to July 31,
2022 and revising the applicable consolidation ratio for the
Company from to 10:1.
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 with the definitive agreement, as
amended from time to time. Prior to dosing Of the Transaction,
Sonora intends to complete a
consolidation (the "Consolidation") of its common shares on the
basis Of 10 common shares currently outstanding for one new common
share (each, a "Consolidated Share") and a private placement (the
"Sonora Financing") of up to 25 million subscription receipts
(each, a "Subscription Receipt") at a price of $040 per Subscription Receipt.
Each Subscription Receipt will be exchanged for a Consolidated
Share on closing Of the Transaction. Pursuant to the definitive
agreement, 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 126 million Consolidated Shares outstanding
on a non-diluted basis, comprised of approximately 8.7 million
Consolidated Shares representing the currently issued and
outstanding shares Of Sonora after the Consolidation, up to 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.
The Company and BTQ are continuing to work together to complete
the requisite filings and submissions required to obtain acceptance
from a recognized exchange of the Transaction. Please refer to the
news release Of the Company dated December
31, 2021 for more information regarding the Transaction.
Trading the Company Shares
Trading in the common shares of the Company has been halted in
connection with the announcement of the proposed Transaction. The
Company expects that trading will remain halted pending closing of
the Transaction, subject to the earlier resumption upon acceptance
of the Transaction by a recognized exchange and the filing of
required materials.
Corporate update
Jointly With the revised agreement, BTQ is proud to announce the
appointment Of Chen-Mou Cheng as the company's Chief Scientific
Officer. Prof. Cheng has been part Of the BTQ team since
March 2021 as an advisor and is now
transitioning from his position of associate professor at Kanazawa
University to a full-time role effective immediately. He remains
affiliated with the premier Japanese research university in an
adjunct professor function. prof. Cheng brings over 30 years of
knowledge, relationships, and real-world applications in the
nascent field Of post-quantum cryptography to table and is tasked
With establishing BTQs long-term research and development
vision.
Prof. Cheng had the following comments following his
appointment: "After three decades in academia spanning across
multiple universities in Taiwan,
the United States, Germany, and Japan, I am thrilled to transition to leading
BTQ's world-Hass team by joining the company as Gief Scientific
Officer. 1100k forward to leading
BTQ's renowned research department and bridging the gap between the
company's global partners and academic research. I am confident the
team will execute its core R&D efforts, providing end-users
with industry-leading post-quantum security, facilitated by
sustainable practices for the cryptocurrency universe. "
About Chen-Mou Cheng
Chen-Mou Cheng his BS and MS in
Electrical Engineering from National Taiwan University in 1996 and
1998, respectively, as well as his PhD in Computer Science from
Harvard University in 2007. Before
joining BTQ Prof. Cheng taught cryptography and information
security at the National Taiwan university, Osaka University, and Kanazawa University. His
main area of expertise is cryptography with a particular focus on
post-quantum cryptography, in which he has published more than 50
peer-reviewed research papers throughout his academic Career.
ON BEHALF OF THE BOARD OF DIRECTORS
Ken Churchill
President & CEO, Director
Neither the TSXV nor its Regulation Services Provider (as that
term is defined in the policies the TSW) accepts responsibility for
the adequacy or accuracy this release.
This news release does not constitute an to sell or a
solicitation Of an Offer to buy nor shall there be any sale Of any
the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful, including any of the
securities in the United States of
America. The securities have been and Will not be registered
under the United States Securities Act of 1933, as amended (the
"1933 Act") or any state securities laws and may not be offered or
sold Within the United States or to, or for account or benefit Of,
U.S. Persons (as defined in Regulation S under the 1933 Act) unless
registered under the 1933 Act and applicable state securities laws,
or an exemption from such registration requirements is
available.
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
(as such terms are defined in the news release of the Company dated
December 31, 2021). 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 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 company resulting from the
completion of the Transaction ("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 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 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 crypto-currencies; 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 'natters 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 COVJD-19 including,
but not limited to, its impact on genera/ 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.
