Mr. Dean Hanisch reports

MANDEVILLE VENTURES ANNOUNCES ENTRY INTO LETTER AGREEMENT FOR QUALIFYING TRANSACTION WITH QUANTROPI, INC.

Mandeville Ventures Inc. has entered into a binding letter agreement with Quantropi Inc. dated Dec. 29, 2025, that contemplates a proposed business combination transaction pursuant to which Mandeville would acquire all of the issued and outstanding securities of Quantropi. It is anticipated that the proposed transaction will constitute the qualifying transaction of Mandeville in accordance with Policy 2.4 -- Capital Pool Companies of the Corporate Finance Manual (the CPC policy) of the TSX Venture Exchange. The resulting company following the completion of the proposed transaction is referred to herein as the resulting issuer.

Founded in 2018 and incorporated under the Canada Business Corporations Act (CBCA), Quantropi is a private Canadian cybersecurity company headquartered in Ottawa, Ont. Quantropi develops dual-use technologies designed to protect national security interests and safeguard the global digital economy from emerging quantum and AI-driven cyber threats. Its flagship QiSpace platform is an end-to-end quantum-security SaaS (software-as-a-service) solution engineered around the three prerequisites for cryptographic integrity -- trust, uncertainty and entropy (TrUE) -- delivering quantum-grade protection for data in motion and at rest without requiring specialized optical hardware.

Built on patented methods that apply quantum mechanics through linear algebra, Quantropi's portfolio includes postquantum cryptography (PQC), quantum-grade random number generation and quantum-secure key distribution technologies designed for seamless deployment across fibre, copper, wireless, cloud and IoT (Internet of Things) environments. Quantropi enables governments, defence organizations and enterprises to future-proof critical systems against "steal now, crack later" attacks and the coming Y2Q era.

Quantropi's innovation engine is supported by a robust intellectual property program, including more than 40 peer-reviewed publications and an international patent portfolio of 13 granted patents with additional filings pending. Its technologies have been evaluated or benchmarked in collaboration with leading global organizations such as Palo Alto Networks Inc., Deutsche Telekom AG, Siemens Aktiengesellschaft Research and NATO DIANA (North Atlantic Treaty Organization -- Defence Innovation Accelerator for the North Atlantic).

Quantropi has established long-term partnerships across defence, telecommunications and IoT ecosystems, including its exclusive collaboration with Himera to secure next-generation tactical radios currently deployed in Ukraine. Quantropi also achieved what it believes to be one of the world's first quantum-secure communications link across the North Atlantic between two NATO DIANA lab sites, and has demonstrated advanced, low-latency quantum-secure video capabilities for drones and mission-critical ISR systems -- including technology designed to prevent deep-fake manipulation of real-time video feeds.

Quantropi's leadership and breakthroughs have earned international recognition. Quantropi is a 2025 NATO DIANA company, a 2024 IDC Innovator, a Deloitte Inc. Fast 50 (Europe) honoree, a recipient of Canada's Best Private Boards -- Best Fiduciary Board (2024) and a Strategic News Service 2023 Future in Review company.

On its audited financial statements for the year ended Dec. 31, 2024, Quantropi had total assets of $1,782,777, total liabilities of $10,351,326 and recorded a loss for the year of $4,116,310.

Summary of the proposed qualifying transaction

The letter agreement contemplates that Quantropi and Mandeville will negotiate and enter into a definitive agreement in respect of the proposed transaction on or before March 30, 2026, pursuant to which it is anticipated that Mandeville would acquire all of the issued and outstanding Quantropi common shares, and shareholders of Quantropi will receive Mandeville common shares following a share consolidation in exchange for their Quantropi shares on a share-for-share basis. The proposed transaction will be structured as a three-cornered amalgamation, plan of arrangement or other structure based on the advice of the parties' respective advisers and taking into account various securities, tax, operating and other considerations.

It is anticipated that the resulting issuer will continue the business of Quantropi under the name Quantropi Corp. or such other name to be determined by Quantropi. It will also be a condition of the proposed transaction that Mandeville consolidate its common shares on a basis that will result in such number of Mandeville postconsolidated shares being outstanding at closing with an aggregate value of $2.8-million (U.S.) based on the price at which Quantropi shares are to be issued in the Quantropi private placement (defined below).

Certain Mandeville postconsolidated shares to be issued pursuant to the proposed transaction are expected to be subject to restrictions on resale or escrow under the policies of the TSX-V, including the securities to be issued to principals (as defined under the TSX-V policies), which will be subject to the escrow requirements of the TSX-V.

Cash finder's fee will also be payable by Mandeville to arm's-length finders on the successful completion of the proposed transaction in the aggregate amount of $58,100 (plus applicable taxes). No other finders or similar fees have been paid or are payable in connection with the proposed transaction however, commissions or finder's fee may be payable in connection with the Quantropi private placement. No deposits, advances or loans have been made or are currently contemplated to be made in connection with the proposed transaction.

The completion of the proposed transaction would be subject to a number of terms and conditions, including, and without limitation, to the following: negotiation and execution of the definitive agreement; there being no material adverse changes in respect of either Mandeville or Quantropi; the parties obtaining all necessary consents, orders, regulatory and shareholder approvals, including the conditional approval of the TSX-V; completion of the name change, the Mandeville consolidation and any other required corporate changes; completion of a business, legal and financial due diligence review by each party of the other party; completion of the Quantropi private placement and other standard conditions of closing for a transaction in the nature of the proposed transaction.

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.

Upon completion of the proposed transaction, it is anticipated that the resulting issuer will be listed as a Tier 2 technology issuer on the TSX-V, with Quantropi as its operating subsidiary.

Detailed terms of the proposed transaction will be disclosed in a subsequent news release once known.

Non-arm's-length party considerations

Each of Mandeville and Quantropi and their respective insiders deal completely at arm's length to each other, other than Jeffrey York, a director of Quantropi, owns two million Mandeville common shares, representing approximately 7.5 per cent of the currently outstanding Mandeville shares and 12,023,416 Quantropi shares, representing approximately 17 per cent of the currently outstanding Quantropi shares. The proposed transaction will not constitute a non-arm's-length qualifying transaction (as that term is defined in the CPC policy) and, accordingly, is not expected to require the approval of Mandeville's shareholders.

The proposed transaction will also not be considered to be a related party transaction for the purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions and TSX-V Policy 5.9.

Quantropi financing

In connection with the proposed transaction, Quantropi intends to complete a private placement of equity securities for gross proceeds of not less than $2-million (U.S.) (or such lesser amount as the parties may agree to). The price per security will not be below the discounted market price (as such term is defined in the policies of the TSX-V). The Quantropi private placement shall be structured as either a common share offering, a subscription receipt offering or such other security offering as determined by Quantropi based on discussions with investors and any financing agents. Quantropi may complete one or more additional financings prior to or concurrent with the closing of the proposed transaction if deemed appropriate.

The proceeds of the Quantropi private placement will be used to finance (i) continuing product development and commercialization; (ii) cost of the proposed transaction; and (iii) the working capital requirements of the resulting issuer.

Further particulars regarding the Quantropi private placement will be disclosed in subsequent news releases relating to the proposed transaction. Any agent, finder or underwriter engaged in connection with the Quantropi private placement will be entitled to receive compensation in an amount and form to be determined.

It will be a condition of the proposed transaction in favour of Mandeville that the Quantropi private placement be completed.

Summary of proposed directors, officers and insiders of the resulting issuer

It is currently contemplated that upon completion of the proposed transaction, the resulting issuer's board and management will consist of the following persons:

• James Nguyen, chief executive officer and director;
• Dr. Randy Kuang, chief scientist and director;
• Michael Redding, chief technology officer;
• Nik Mahidhara, chief financial officer;
• Jay Toth, executive vice-president, sales;
• Marco Pagani, chairman of the board;
• Jeffrey York, director.

The bios of each of the above are outlined below.

James Nguyen, CEO and director

Mr. Nguyen has a strong background in banking and global finance. Before his role as co-founder and CEO at Quantropi, he served as CIO and vice-president of Asia operations for a diverse group of private and public interests involved in new materials, real estate, mining, energy storage and manufacturing. He is a Top Forty Under 40 and 2023 Canadian SME Entrepreneur of the Year awardee with a degree in economics from Carleton University.

Dr. Randy Kuang, chief scientist and director

Dr. Randy Kuang, co-founder and chief scientist at Quantropi, is a quantum physicist and technology innovator holding over 40 U.S. patents, including breakthroughs in quantum cryptography, postquantum secure systems and provably true random number generation, and serves on the editorial boards of EPJ Quantum Technology, Nature Scientific Reports and Academia Quantum.

Michael Redding, chief technology officer

Before joining Quantropi as CTO, Mr. Redding co-founded and served as managing director of Accenture Ventures (Accenture PLC), where he built a global portfolio of 38 equity investments in emerging tech. With nearly 30 years at Accenture, he launched technology innovations across various industries. Mr. Redding, who frequently speaks on the impact of emerging technology on large organizations, holds a bachelor's degree in electrical engineering and computer science from Princeton University and a master's in biomedical engineering from Northwestern University. He also served on the board of directors for the Accenture PLC Foundation and was a board observer for start-ups Maana and Splice Machine.

Nik Mahidhara, chief financial officer

Before joining Quantropi, Mr. Mahidhara was director of finance overseeing a large corporate treasury, managing over $2-billion in operating funds and $1-billion in financing across cash management, liquidity, forecasting, investments and financial risk. He previously worked at PwC Canada (Pricewaterhouse Coopers LLP), providing audit, assurance and advisory services to high-technology clients. Mr. Mahidhara is a CPA and holds an MBA from the Schulich School of Business (York University).

Jay Toth, executive vice-president, sales

Before joining Quantropi, Mr. Toth was chief growth officer of Kepro (Acentra Health LLC), responsible for the organization's overall growth strategy in government markets. He held a progression of sales leadership roles during 17 years at Microsoft Corp., including GM of enterprise services. Mr. Toth also served as VP at Risetime Inc., launching a financial services practice, and as a manager at Accenture PLC in emerging technology solutions. He has a bachelor of science in mechanical engineering from the University of Virginia.

Marco Pagani, chairman of the board

Mr. Pagani started his successful career in Ottawa's high-tech sector in 1985 with Nortel Networks Corporation (then Bell-Northern Research). Over two decades, he became president of several business units, overseeing more than 2,000 employees and $1-billion in revenue. He has advised numerous organizations and guided companies through critical turnarounds, gaining respect for his emphasis on ethics and corporate governance in shaping organizational culture.

Jeffrey York, director

Mr. York has a remarkable career in leading expansions and transforming companies. As president and CEO of Giant Tiger Stores Ltd. for 10 years, he grew sales from $250-million to $1.4-billion, making it Canada's third-largest discount chain. In 2009, he joined Farm Boy Company Inc. to expand the business, growing it from nine stores in Ottawa to 26 stores across various regions. Farm Boy was acquired by Empire Company Ltd. for $800-million in 2018.

Until the size, participation and other details of the Quantropi private placement have been determined, it is not possible to determine parties that will own greater than 10 per cent of the outstanding shares of the resulting issuer. This information will be provided in subsequent disclosures once the details are known.

Information concerning Mandeville

Mandeville is a capital pool company and the Mandeville shares are listed for trading on the TSX-V under the symbol MAND.P. As at Aug. 31, 2025 (unaudited), Mandeville had cash, net of liabilities, of approximately $1.3-million.

Filing statement

In connection with the proposed transaction and pursuant to the requirements of the TSX-V, Mandeville will file a filing statement or a management information circular on its issuer profile on SEDAR+, which will contain details regarding the proposed transaction, Quantropi, the Quantropi private placement and the resulting issuer.

Sponsorship of qualifying transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the TSX-V unless exempt in accordance with TSX-V policies. Mandeville intends to apply for an exemption from the sponsorship requirements.

Reinstatement to trading

In accordance with the policies of the TSX-V, the Mandeville shares are currently halted from trading and will remain so until such time as the TSX-V determines, which, depending on the policies of the TSX-V, may not occur until completion of the proposed transaction.

Information concerning Quantropi, including the proposed directors of the resulting issuer, has been provided to the corporation by Quantropi for inclusion in this press release.

Completion of the proposed transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to exchange requirements (as that term is defined in the policies of the TSX-V), 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.

We seek Safe Harbor.