BTQ AG signed a letter of intent to acquire Sonora Gold & Silver Corp. (TSXV:SOC) from Olivier Roussy Newton and others in a reverse merger transaction for approximately CAD 220 million on March 19, 2021. BTQ AG entered into a definitive agreement to acquire Sonora Gold & Silver Corp. in a reverse merger transaction on December 30, 2021. Under the terms of agreement, consideration for the acquisition of the Purchased Shares, Sonora will issue from treasury to the BTQ Shareholders pro rata in proportion to their holdings of Purchased Shares at the Closing Time, an aggregate of 92,000,000 Sonora Payment Shares, free and clear of any Encumbrances. To the extent a BTQ Shareholder is to receive a fractional Sonora Payment Share, that entitlement will be rounded down to the nearest whole number and no consideration will be payable therefor. The Sonora Payment Shares are being issued at a deemed value of CAD 0.40 per Sonora Payment Share. Under the transaction, BTQ will receive one consolidated share in exchange for each share of BTQ share. 56 million Consolidated Shares representing the shares issued to securityholders of BTQ. Prior to closing of the Transaction, Sonora intends to complete a consolidation of its common shares based on 1.71 common shares currently outstanding for one new common share and a private placement of 26.6 million subscription receipts. As of December 31, 2021, 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. As a part of merger, 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. As of May 3, 2022, revising the applicable consolidation ratio for the Sonora to 10:1. It is expected that 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. The definitive agreement will be signed on or before August 15, 2021. The Resulting Company will carry on the business of BTQ, upon closing of the Transaction, the current directors and officers of Sonora will resign such that the directors and officers of the Resulting Company will be Olivier Roussy Newton, Managing Director of BTQ will join as Chief Executive Officer and Chairman of the Board. Effective at the Closing, but subject to acceptance of the Stock Exchange and applicable law, Sonora will cause the Sonora Board to be restructured, through resignations and appointments, so that it consists of the following five individuals (collectively, the “Director Changes”): Nicolas Roussy Newton; Ming-Yang Chih; Charles Edwards; James Nguyen; and Mathieu Gauthier.

Completion of the transaction is subject to a number of conditions precedent, including but not limited to, due diligence, the negotiation and execution of the Definitive Agreement, the approval of the TSX Venture Exchange of the Transaction and the listing of the Resulting Company as a Tier 2 Technology Issuer, receipt of necessary shareholder approvals and the completion of the Consolidation and the Sonora Financing, the receipt of all required third party consents and approvals. As of February 8, 2023, the transaction has received approval from the NEO Exchange (the “NEO”) to list the common shares of the Company. As of May 3, 2022, the transaction is expected to close on July 31, 2022. As of December 6, 2022, the transaction is expected to close on February 28, 2023. As of January 6, 2023, the transaction is expected to close on April 30, 2022. Jay Sujir of Farris LLP acted as legal advisor to Sonora Gold & Silver.

BTQ AG completed the acquisition of Sonora Gold & Silver Corp. (TSXV:SOC) from Olivier Roussy Newton and others in a reverse merger transaction for approximately CAD 370 million on February 17, 2023. In connection with the acquisition, the Company issued 2,500,000 Shares to as a success fee. Concurrent with the closing, the Company changed its name from “Sonora Gold & Silver Corp.” to “BTQ Technologies Corp.” and completed a consolidation (the “Consolidation”) of its common shares on the basis of ten (10) pre-Consolidation shares to one (1) post-consolidation share (each, a “Share”).