Mr. Louis Dron reports

REDWOOD AI ANNOUNCES DEFINITIVE AGREEMENT WITH QUANTUM.IQ AND EXPANDS INTO QUANTUM RESISTANT CYBER SECURITY

Further to the news release dated May 28, 2026, Redwood AI Corp. has entered into a share purchase agreement dated June 26, 2026, with Quantum.IQ Technologies Inc. and the shareholders of Quantum.IQ, pursuant to which Redwood will acquire all of the issued and outstanding shares of Quantum.IQ, subject to the satisfaction or waiver of customary closing conditions. The acquisition is expected to expand Redwood's technology platform into quantum-resistant cybersecurity, cryptographic intelligence and enterprise security infrastructure modernization while complementing Redwood's broader focus on artificial intelligence, advanced computational technologies, regulated industries, public-sector deployments and security-sensitive applications. The acquisition is also expected to significantly broaden Redwood's addressable market by expanding the company's exposure beyond AI and operational intelligence into postquantum cybersecurity, cryptographic infrastructure management, enterprise resilience and critical infrastructure modernization.

Quantum.IQ is a Vancouver-based AI-driven quantum cybersecurity company developing software designed to help high-security organizations, including government, defence, financial service and critical infrastructure sectors, and discover, assess, manage and upgrade the encryption systems they rely on to protect sensitive data from future quantum-enabled cyber threats. Quantum.IQ's postquantum cryptography platform is designed to support cryptographic asset discovery, cryptographic exposure assessment, cryptographic bill of material creation, standard alignment, vulnerability management, migration planning, continuous monitoring and executive-level reporting, including by helping organizations identify potential exposure across certificates and transport layer security configurations, application programming interfaces, source code, and related digital infrastructure.

Redwood believes the acquisition provides an opportunity to broaden its technology base by adding specialized cybersecurity capabilities that align with its broader work in artificial intelligence, advanced computational systems and operational intelligence. By combining Redwood's AI-focused platform development experience with Quantum.IQ's cryptographic discovery and quantum-readiness tools, the company believes it may be better positioned to pursue opportunities across long-term technology markets, including enterprise resilience, cybersecurity planning, regulated infrastructure, public safety, critical infrastructure and public-sector technology deployment.

"Redwood's focus has been on applying advanced AI and computational tools to complex real-world problems, many of which involve governments, health care organizations, critical infrastructure operators and other organizations where security, trust and data integrity are fundamental. As our platform expands into increasingly mission-critical environments, quantum-resistant cybersecurity becomes a natural extension of our strategy. Quantum.IQ fits that direction by adding a cybersecurity platform focused on one of the next major infrastructure challenges facing governments and enterprises. We believe this acquisition will strengthen Redwood's position in security-sensitive technology markets while expanding the range of problems our platform can help address," stated Louis Dron, chief executive officer of Redwood.

"Quantum computing presents one of the most significant cybersecurity transitions organizations will face over the coming decade. We believe Redwood is the right long-term home for Quantum.IQ because of its vision for applying advanced AI and computational technologies to complex, mission-critical challenges. By combining our postquantum cryptography platform with Redwood's broader AI capabilities, we believe we can accelerate commercialization while delivering greater value to governments, critical infrastructure operators and enterprise customers preparing for the quantum era," stated Kevin O'Neill, chief executive officer of Quantum.IQ.

Terms of the agreement

Under the terms of the agreement, Redwood will acquire all of the issued and outstanding shares of Quantum.IQ in consideration for the issuance from treasury of an aggregate of 14,033,558 common shares of Redwood to the shareholders of Quantum.IQ, on a pro rata basis, at a deemed price of approximately $2.98 per consideration share. The consideration shares will consist of 7,033,558 common shares of Redwood and up to seven million additional common shares of Redwood. The base shares will be held in escrow and released as follows: 10 per cent four months from closing, 15 per cent six months from closing, 25 per cent 12 months from closing, 25 per cent 18 months from closing and 25 per cent 24 months from closing.

The milestone shares will be held in escrow and released only upon the achievement of certain milestone criteria, including one million milestone shares released upon the execution of an initial customer pilot agreement by Quantum.IQ, two million milestone shares released upon the achievement of annualized revenue of $2-million with a minimum 10-per-cent earnings before interest, taxes, depreciation and amortization, two million milestone shares released upon the achievement of annualized revenue of $10-million with a minimum 10-per-cent EBITDA, and two million milestone shares released upon the achievement of annualized revenue of $20-million with a minimum 10-per-cent EBITDA. Any milestone shares released from milestone escrow will become subject to a secondary escrow release schedule. If any milestone criteria are not achieved by the applicable deadline, the corresponding milestone shares will be released from escrow to Redwood for cancellation.

Should the $10-million and $20-million annualized revenue milestone criteria be achieved, milestone shares relating to such milestone criteria that have been released from the milestone escrow and have become subject to the secondary escrow schedule may be eligible for accelerated release from such secondary escrow upon the occurrence of an acceleration event. An acceleration event occurs where the common shares of Redwood maintain a volume-weighted average trading price of at least $7 (subject to adjustment in the event of a consolidation or split) for 21 consecutive trading days, which have a minimum daily trading volume of at least one million shares.

Completion of the acquisition remains subject to customary closing conditions, including receipt of all required corporate, regulatory and stock exchange approvals, including approval of the Canadian Securities Exchange, execution and delivery of the escrow agreement, the absence of any material adverse change affecting either Redwood or Quantum.IQ, and other conditions customary for a transaction of this nature. There can be no assurance that the acquisition will be completed on the terms contemplated in the agreement or at all.

In connection with and upon completion of the acquisition, Redwood will pay a finder's fee in the amount of $298,000 payable in the form of 100,000 common shares of Redwood to an independent third party to each of Redwood and Quantum.IQ.

About Redwood AI Corp.

Redwood uses advanced artificial intelligence to accelerate chemistry research and development, with the aim of assisting in drug discovery and development, and furthering defence and safety solutions. The company combines expertise in chemistry, AI and manufacturing to streamline drug synthesis and scale-up. Redwood's platform is designed to enable faster, more efficient development of new therapies and chemistry-driven applications.

We seek Safe Harbor.