Ottawa, Ontario–(Newsfile Corp. – April 24, 2026) – Mandeville Ventures Inc. (TSXV: MAND.P) (the “Corporation” or “Mandeville“), a capital pool company listed on the TSX Venture Exchange (“TSXV“), is pleased to announce that, further to its press releases of December 29, 2025, March 31, 2026 and April 17, 2026, it has entered into a definitive amalgamation agreement with Quantropi Inc. (“Quantropi“), an Ottawa-based cybersecurity company focused on quantum-secure data communications, dated April 24, 2026 (the “Amalgamation Agreement“) pursuant to which the parties would complete their previously announced business combination transaction (the “Proposed Transaction“). The Proposed Transaction is intended to constitute the Corporation’s qualifying transaction in accordance with TSXV Policy 2.4 – Capital Pool Companies.
The Amalgamation Agreement contemplates the Proposed Transaction being completed by way of a three-cornered amalgamation under the Canada Business Corporations Act (the “Amalgamation“) whereby a newly created wholly-owned subsidiary of Mandeville (“Subco“) would amalgamate with Quantropi to form a single corporation, and former shareholders of Quantropi would receive common shares of Mandeville on a share-for-share basis following the completion of a 1 for 3.816 share consolidation (the “Share Consolidation“).
The completion of the Proposed Transaction is subject to the satisfaction of a number of conditions that are customary for a transaction of this nature, including but not limited to (i) the approval by the shareholders of Quantropi of the Amalgamation and ancillary matters; (ii) the approval by the shareholders of Mandeville of a name change to “Quantropi Corp.” or such other name satisfactory to Quantropi and applicable regulatory authorities, the Share Consolidation, and the adoption by Mandeville of a new share-based compensation plan acceptable to Quantrpoi; and (iii) the receipt of all required regulatory, stock exchange, and governmental authorizations and consents, including the TSX Venture Exchange (the “Exchange“). Certain directors, officers and significant shareholders of each of Mandeville and Quantropi have entered into customary voting support agreements in respect of the shareholder approvals required in connection with the Proposed Transaction.
The Proposed Transaction is conditional upon the completion by Quantropi of the private placement of equity securities for gross proceeds of not less than US$2 million, of which approximately US$700,000 has been raised to date by Quantropi.
Quantropi also plans to raise up to an additional US$5.0 million in equity financing that would be completed concurrently with the Proposed Transaction (the “Concurrent Financing“). Further details regarding the Concurrent Financing will be disclosed in a subsequent news release. The Proposed Transaction is not conditional on completion of the Concurrent Financing.
Subject to regulatory approval, Mandeville will pay a finder’s fee of C$46,000 to Usman Malik, a party at arm’s length to Mandeville, on the successful completion of the Proposed Transaction and payable in the form of 84,631 post-Share Consolidation common shares.
Unless modified herein, other information concerning the Proposed Transaction is as described in Mandeville’s news release dated December 29, 2025.
There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.
In accordance with the policies of the TSXV, the Mandeville shares are currently halted from trading and will remain so until such time as the TSXV determines, which, depending on the policies of the TSXV, may not occur until completion of the Proposed Transaction.
For further information, please contact:
Dean Hanisch
Mandeville Ventures Inc., CEO
e: deanhanisch@hotmail.com
p: (613) 612-6060
About Quantropi Inc.
Quantropi is a cybersecurity company focused on developing quantum-secure encryption technologies designed to protect data against current and emerging cyber threats, including those associated with advances in quantum computing. Its core platform, QiSpace™, is designed as an integrated cryptographic solution addressing multiple layers of security, including encryption, authentication and entropy generation, and is intended to operate on existing infrastructure without requiring specialized quantum hardware. A distinguishing aspect of Quantropi’s approach is its network-first architecture, which reflects the background of its technical leadership in telecommunications and large-scale network systems. Quantropi’s platform is also engineered with a minimal software footprint, enabling deployment on resource-constrained devices. Website: www.quantropi.com
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to Exchange Requirements (as that term is defined in the policies of the TSXV), majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
The securities referenced herein have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
Cautionary and Forward-Looking Statements
This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected” “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: the Proposed Transaction and certain terms and conditions thereof; and required regulatory, stock exchange, and governmental authorizations and consents. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, Mandeville assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
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