The Canadian Securities Exchange (CSE) has given conditional listing approval for Sona Nanotech. It follows the approval of the merger between Stockport Exploration Inc. and Sona Nanotech, which was agreed by shareholders of the two companies at their general meetings on April 26. The two companies intend to merge to form “Sona Nanotech Inc.”, as the resulting listed issuer. The listing is subject to the completion of the Proposed Transaction and Private Placement (see below for details). Stockport will now voluntarily delist its shares from the TSX Venture Exchange (TSXV) at the close of trading on August 7. The decision to voluntarily delist from the TSXV and list on the CSE was made by Stockport’s board of directors and approved by the written consents of a majority of the minority shareholders as the CSE offered a timelier and more cost-efficient solution to the listing of the Proposed Transaction. Stockport has reduced the pricing of the proposed Private Placement of common shares of the resulting issuer to raise gross proceeds of $2million from $0.50 to $0.40 per share, which will yield the issuance of a total of up to 5.0 million new common shares of the resulting issuer. A finder’s fee of 7.5% cash and the issuance of finder’s share purchase warrants to acquire up to 375,000 common shares at an exercise price of $0.40 for two years from the date of completion of the private placement is proposed to be payable in connection with the private placement. The completion of the Proposed Transaction will be subject to certain conditions precedent, including:

1. The delisting of the common shares of the Company from the TSXV;
2. The receipt of all necessary regulatory and third-party approvals and compliance with all applicable regulatory requirements and conditions in connection with the Proposed Transaction;
3. The completion of the Private Placement;
4. The confirmation of the representations and warranties of each party to the definitive agreement as set out in such agreement;
5. The delivery of standard closing documentation for the Proposed Transaction; and
6. Other customary conditions precedent customary for similar transactions.

The completion of the Proposed Transaction and the Private Placement is expected to occur following the satisfaction or waiver of the conditions precedent or such other date as mutually agreed to by Stockport and Sona, but in any event no later than October 5, 2018.