Mandeville Ventures Announces Entry into Letter Agreement for Qualifying Transaction with Quantropi, Inc.

Executive Summary

• Mandeville Ventures Inc. (TSXV: MAND.P) entered a binding Letter Agreement with Quantropi, Inc. to pursue a qualifying business combination that would result in the acquisition of all Quantropi shares and the formation of a new TSX‑V technology issuer.
• The transaction is contingent on completing a private placement by Quantropi for at least US$2 million and on Mandeville’s share consolidation, which together will provide an aggregate post‑closing value of approximately US$2.8 million for the resulting shares.
• Upon completion, the combined entity (“Resulting Issuer”) will operate under the name Quantropi Corp., list as a Tier 2 technology issuer on the TSXV, and be governed by a newly appointed board comprising executives from both companies.

Key Details

• Letter Agreement Date: 29 December 2025; definitive agreement to be signed no later than 30 March 2026.
• Transaction Structure: Three‑cornered amalgamation/plan of arrangement (or similar) with share‑for‑share exchange; Mandeville shareholders will receive post‑consolidated shares on a one‑to‑one basis for Quantropi shares.
• Mandeville Consolidation: Post‑closing, Mandeville’s consolidated common shares will have an aggregate value of US$2.8 million, based on the price set in Quantropi’s private placement.
• Quantropi Private Placement: Minimum gross proceeds of US$2 million (or less if agreed); securities priced at no lower than the Discounted Market Price; proceeds earmarked for product development, transaction costs, and working‑capital of the Resulting Issuer.
• Finder’s Fee: CAD 58,100 payable by Mandeville to arm’s‑length finders upon successful completion (excluding any additional fees related to the private placement).
• Regulatory & Shareholder Conditions: Completion subject to no material adverse change, required consents/approvals (TSXV conditional approval, shareholder approvals), due diligence, and fulfillment of the Quantropi Private Placement.
• Trading Halt: Mandeville shares remain halted on the TSXV until the transaction is completed or the exchange lifts the halt.
• Proposed Board & Management of Resulting Issuer:
• James Nguyen – CEO & Director
• Dr. Randy Kuang – Chief Scientist & Director
• Michael Redding – CTO
• Nik Mahidhara – CFO
• Jay Toth – EVP, Sales
• Marco Pagani – Chairman of the Board
• Jeffrey York – Director (also holds significant shareholdings in both entities)
• Financial Snapshot (Quantropi FY2024): Assets $1.78 M; Liabilities $10.35 M; Net loss $4.12 M.
• Mandeville Cash Position (unaudited, 31 Aug 2025): Approximately $1.3 M net of liabilities.
• Non‑Arm’s Length Considerations: No related‑party transaction status; Jeffrey York’s holdings disclosed but do not trigger a non‑arm’s‑length qualifying transaction.
• Future Disclosures: Detailed terms, share counts, and ownership percentages to be provided in subsequent filing statements or management information circulars on SEDAR+.

Notable Quotes

• Dean Hanisch, CEO of Mandeville Ventures: “This proposed combination positions us to bring cutting‑edge quantum‑secure technologies to the public markets and creates a compelling growth platform for shareholders.”
• James Nguyen, CEO of Quantropi: “Joining forces with Mandeville will accelerate our commercialization roadmap and provide the capital needed to scale our quantum‑grade security solutions globally.”