PRESS RELEASE — Sonora Gold & Silver Corp (TSXV: SOC) announced that it has entered into a definitive agreement to complete a business combination with BTQ AG, an arm’s length privately held company incorporated in the Principality of Liechtenstein.
BTQ was incorporated 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.”
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 of its common shares on the basis of 6 common shares currently outstanding for one new common share and a private placement of 25 million subscription receipts 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 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.