VANCOUVER, BC, May 4, 2022
/CNW/ - Sonora Gold & Silver Corp. (TSXV: SOC) (the
"Company" or "Sonora") wishes to provide an update to
its previously announced proposed share exchange transaction with
BTQ AG ("BTQ") (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 6:1 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
closing 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 $0.40 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 of 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
the table and is tasked with establishing BTQ's 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-class team by joining the company as Chief Scientific
Officer. I look 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 on 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 received 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 of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of any
of 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 not 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 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 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 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.
