Business

BTQ Technologies Corp. Announces Delay in Annual Financial Filings

VANCOUVER, BC, April 4, 2024 - BTQ Technologies Corp. (the "Company"), a pioneer in post-quantum cryptography technology, and listed on multiple stock exchanges (CBOE CA: BTQ) (FSE: NG3) (OTCQX: BTQQF), has confirmed a postponement in the submission of its annual consolidated financial statements for the year ended December 31, 2023 (the "Financial Statements"). This includes supporting documents such as the management's discussion and analysis, the annual information form, and related certifications (collectively referred to as the "Annual Filings"). The expected date for the completion of these filings is on or before May 2, 2024.

The delay stems from the complex accounting processes following the Company’s transformative acquisition of BTQ AG on February 17, 2023 (the "Transaction"). This pivotal move was recognized as a reverse acquisition. Consequently, the upcoming Financial Statements will incorporate the accounts of BTQ Technologies Corp. following the closure of the Transaction along with historic financials of BTQ AG preceding that date. The Company has encountered delays primarily due to the restatement of the comparative period financials of BTQ AG for the year ended December 31, 2022, which were previously audited by a different auditor.

These adjustments in the restated historical financials are anticipated to reflect corrections for expense cut-off mistakes and inaccuracies in the capitalization of intangible assets. Moreover, there may be additional adjustments discovered in the restatement process. Any such adjustments will be open to revision until the formal endorsement by the Company’s Audit Committee and Board of Directors is granted and the documents are submitted on SEDAR+. The Company’s management team is engaging closely with its auditors to finalize the audit of the Financial Statements, ensuring accuracy and compliance. It's important to emphasize that the current situation regarding the restatement does not affect BTQ Technologies Corp.'s continuing operations or its financial liquidity.

In response to these filing delays, BTQ Technologies Corp. has sought and secured a management cease trade order ("MCTO") regulated under National Policy 12-203 Management Cease Trade Orders ("NP 12-203"). The MCTO functions as a proactive measure against executive-level trading amidst the default and has received approval from the British Columbia Securities Commission. It is crucial to highlight that the MCTO does not impede the capability of shareholders and the investment community to trade BTQ’s common shares in the open market.

In alignment with NP 12-203 regulatory requirements, BTQ Technologies Corp. has committed to adhere to the alternative information guidelines as it works to file the Annual Filings. Part of these guidelines necessitates the Company to disseminate bi-weekly updates on the status of the default via press releases until such time that the Annual Filings are submitted.

BTQ Technologies Corp. asserts that there have not been any other significant business developments aside from those previously disclosed in press releases, including information regarding the application for the MCTO filed on March 18, 2024, and material change reports since the Company's most recent interim financial report filing on November 14, 2023, for the period concluding September 30, 2023.

BTQ Technologies Corp.: A Vanguard in Cryptography

BTQ Technologies Corp. was established by an elite assembly of post-quantum cryptographers, united by the shared intent to confront the looming security challenges projected by the advent of universal quantum computing. With the endorsement of premier research institutions and academia, BTQ is trailblazing with its innovative coupling of software and hardware defenses, designed to protect vital networks through their proprietary post-quantum services and solutions.

For those seeking further engagement with BTQ Technologies Corp., the company offers several avenues. Their official website provides immediate access to detailed company information, while their LinkedIn profile is a hub for professional networking and updates on BTQ’s industry advancements and achievements.

• Connect with BTQ: Website | LinkedIn

Message From The Executive Board

Olivier Roussy Newton, standing as the CEO and Chairman of BTQ Technologies Corp., serves on behalf of the Board of Directors. Newton's role includes overseeing the company's strategic direction and maintaining the highest standards of corporate governance.

It is paramount to state that neither Cboe Canada nor its Regulation Services Provider has endorsed the adequacy or accuracy of the contents within this release.

Forward-Looking Information: The Road Ahead for BTQ Technologies

This news release contains forward-looking information that is not solely based on historical facts but rather includes any statement regarding beliefs, plans, expectations, forecasts, projections, objectives, assumptions, or future events or performance. Examples include the timeline review, completion, and implications regarding the Annual Filings and the MCTO; as well as the company’s objectives, aspirations, strategic plans, and future growth.

However, such statements are subject to a multitude of risks and uncertainties that could lead to a divergence in actual results from those stated as potential outcomes. Notable conditions that could prevent the timely completion of the Annual Filings, or result in a comprehensive cease trade order if the filings are not accomplished, are part of the inherent risks. Further details on these and other associated risks are available under the Company's disclosures filed on www.sedarplus.ca.

The forward-looking statements expressed in this announcement convey the Company’s perspective as of the date of the release, based on the information accessible at that time. Assumptions made within the forward-looking statements include the assumption of the Company's ability to fulfill its filing obligations as planned. Furthermore, the Company assumes that there will not be any significant events diverging from its expected business operations. However, it should be heeded that reliance on forward-looking information should be tempered by its intrinsic uncertainty and that there are no guarantees for future performance.

Closing Note

In conclusion, BTQ Technologies Corp. apologizes for any inconvenience caused by the delay in the Annual Filings and reassures stakeholders of their commitment to transparency and regulatory compliance as they navigate through these complex accounting obligations.

This communication serves as a testament to BTQ Technologies Corp.’s pursuit of diligence and adherence to financial regulations while advancing the boundaries of cybersecurity. The anticipation holds for the completion of the Annual Filings, providing investors and shareholders with a clear financial snapshot of a company at the forefront of its industry.