/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION
IN THE UNITED
STATES./
VANCOUVER, BC, Dec. 6, 2022
/CNW/ - Sonora Gold & Silver Corp. (TSXV: SOC) (the
"Company" or "Sonora") wishes to provide an update to
its previously announced transaction with BTQ AG ("BTQ")
(the "Transaction").
Update on Sonora Financing
The Company is pleased to announce that it has closed three
tranches of its subscription receipt ("Subscription
Receipts") financing previously announced December 31, 2021 (the "Sonora Financing")
and has issued 18,001,250 Subscription Receipts for aggregate gross
proceeds of $7,200,500. The gross
proceeds are being held in escrow by an escrow agent in accordance
with the terms of an escrow agreement (the "Escrow
Agreement") between the Company and the escrow agent and will
be released to the Company upon satisfaction of the Escrow Release
Conditions (as described below). Upon satisfaction of the Escrow
Release Conditions, and subject to certain adjustments, each
Subscription Receipt will, for no additional consideration,
automatically be converted, without further action on the part of
the Subscription Receipt holders, into one (1) common share of the
Company, as constituted following the completion by the Company of
the consolidation of its common shares on a ten (10) for one (1)
basis. In connection with the closing of the Sonora Financing, the
Company will pay an aggregate of $93,175 in cash and issue 232,936 warrants to
certain finders.
Transaction Update
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 and have completed an
initial filing with the NEO Exchange Inc. (the "NEO"). The
Company and BTQ anticipate providing all materials required by the
NEO in connection with the transfer of the listing of the common
shares of the Company to the NEO in the first quarter 2023.
The Company, BTQ and certain shareholders of BTQ have also
entered into amending agreements to the share exchange agreement
entered into among the Company, BTQ and certain shareholders of BTQ
(the "Share Exchange Agreement"), extending the outside date
for the completion of the Transaction to February 28, 2023.
Corporate Update – BTQ
BTQ is happy to announce that the company has received
government approval for the establishment of a branch office in
Taiwan. While BTQ initially set up
a representative office in 2021, its Taipei operations have grown considerably
since then, and the transition to a branch office structure is the
logical next step for the company. BTQ now has an office in the
heart of Taipei's Zhongzheng
district, and registering as a branch office of the parent company
has expanded the scope of available business activities. By setting
up a branch office in Taipei, BTQ
has deepened its commitment to building next generation encryption
technology within Taiwan's
world-class semiconductor ecosystem, with an ever-growing IP
portfolio generated by Taiwan's
market leaders in the field of post-quantum cryptography. With
additional offices in Liechtenstein and collaborations with
high-level research institutions including Taiwan's ITRI, BTQ is now poised to take the
lead in bringing quantum secure technology to the global
market.
In addition to securing our branch office, BTQ has been
co-organizing the PQC Standardization and Migration Workshop
collocated with the Asiacrypt 2022 conference in Taipei. This workshop will feature world-class
speakers from the National Institute of Standards and Technology of
the United States, Samsung, NXP
Semiconductors and other top research institutes regarding the
developments and integration of post-quantum cryptography in
digital infrastructure. Dr. Po-Chun
Kuo, BTQ's CTO will be presenting the theory behind PQScale,
BTQ's post-quantum scaling solution for blockchains and similar
applications based on its proprietary aggregate signature
technology. In addition, Dr. Chen-Mou
Cheng will be showcasing Keelung, BTQ's compiler and
domain-specific language embedded in Haskell, capable of
significantly accelerating the development of zero-knowledge
cryptography applications across a wide variety of scenarios. Dr.
Chen-Mou Cheng will also be speaking
at the Hon Hai Technology Group (Foxconn) NExT Forum on Quantum
Computing, dedicated to quantum communication technology and its
applications. It will cover topics including quantum communication
theory, quantum hardware implementation, quantum key distribution,
and post-quantum cryptography.
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, the filing of required
materials and, among other things, the completion of the Sonora
Financing which will follow the completion or waiver of certain
escrow release conditions thereof (the "Escrow Release
Conditions"), which include the satisfaction and/or waiver of
the conditions to the Transaction. If the Escrow Release Conditions
are satisfied or waived prior to the outside date for the
Transaction, as such date may be amended by the Company and BTQ
(the "Escrow Deadline"), the proceeds from the Sonora
Financing, including those proceeds raised in additional tranches,
if any, will be released to the Company.
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 herein 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 the Company, BTQ and the company
resulting from the completion of the Transaction ("Resulting
Company"); the terms and conditions of the Sonora Financing;
the anticipated listing date of the common shares of the Company on
the NEO; and the terms and conditions of the Transaction, including
receipt of stock exchange and shareholder approval. Forward-looking
statements or information often can be identified by the use of
words such as "anticipate", "intend", "expect", "plan" or "may" and
the variations of these words are intended to identify
forward-looking statements and information.
The Company 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 the Company 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 are based
on assumptions and involve known and unknown risks which may cause
actual results to be materially different from any future results,
expressed or implied, by such forward-looking statements or
information. These factors include: 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 anticipated listing date
of the common shares of the Company on the NEO; 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, including the
economic conditions surrounding the bankruptcy filing of FTX on or
about November 11, 2022; the supply
and demand for labour and cryptocurrencies; changes in
cryptocurrency prices; unanticipated events related to
cryptocurrency regulatory and licensing matters and
environmental matters; 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. The Company and BTQ do not undertake to
update any forward-looking information, except in accordance with
applicable securities laws.
SOURCE Sonora Gold & Silver Corp.
