Alphagen signs definitive agreement for Quantum Vision

Executive Summary

• Alphagen Intelligence Corp. has entered into a definitive share exchange agreement to acquire 100% of Quantum Vision Holdings Inc., constituting a fundamental change under CSE policies.
• The transaction will be settled via the issuance of 24,500,001 Alphagen common shares (valued at $0.40 per share) in a 1:1 exchange ratio for all outstanding Quantum Vision shares.
• Quantum Vision, a development-stage postquantum security infrastructure company, will become a wholly-owned subsidiary, with Kyle Klemmer appointed as CEO and Matthew Morgan joining the board of directors.

Key Details

• Transaction Structure: Definitive share exchange agreement for the acquisition of all issued and outstanding shares of Quantum Vision Holdings Inc.
• Consideration & Valuation: Alphagen will issue 24,500,001 common shares to Quantum Vision shareholders, representing a 1:1 exchange ratio at a deemed value of $0.40 per Alphagen share.
• Completion Timeline: Anticipated to close no later than July 31, 2026, subject to satisfaction or waiver of conditions precedent.
• Regulatory & Exchange Status: Trading in Alphagen common shares is halted pending CSE approval for the transaction and listing of applicable securities; trading will resume upon CSE acceptance of required documentation.
• Shareholder Approval: Required due to fundamental change status; approval needed via written consent (50.01%+) or at a shareholders' meeting (majority vote).
• Management & Board Changes: Kyle Klemmer (current CEO of Quantum Vision) will become CEO of the resulting issuer; Matthew Morgan will join the board of directors. All current Alphagen directors will remain.
• Finders' Fees: None payable in connection with the transaction.
• Target Company Profile: Quantum Vision is a development-stage security infrastructure company developing postquantum cryptographic solutions aligned with NIST standards (FIPS 203, 204, 205) for healthcare, government, defense, aerospace, and critical infrastructure.
• Target Financials & Operations: No revenues generated since inception; nominal assets consisting primarily of intangible assets and cash with minimal liabilities; currently advancing multiple products toward prototype phase and commercialization.
• Additional Disclosures: Further financial and operational details regarding Quantum Vision and the resulting issuer will be provided in the upcoming CSE listing statement.