Mr. Dean Hanisch reports

MANDEVILLE VENTURES ANNOUNCES ENTRY INTO OF DEFINITIVE AGREEMENT FOR QUALIFYING TRANSACTION WITH QUANTROPI INC.

Further to Mandeville Ventures Inc.'s press releases of Dec. 29, 2025, March 31, 2026, and April 17, 2026, it has entered into a definitive amalgamation agreement with Quantropi Inc., an Ottawa-based cybersecurity company focused on quantum-secure data communications, dated April 24, 2026, pursuant to which the parties would complete their previously announced business combination transaction. The proposed transaction is intended to constitute the corporation's qualifying transaction in accordance with TSX-V 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 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 one-for-3.816-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. 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 $2-million (U.S.), of which approximately $700,000 (U.S.) has been raised to date by Quantropi.

Quantropi also plans to raise up to an additional $5.0-million (U.S.) in equity financing that would be completed concurrently with the proposed transaction. 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 $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 postshare consolidation common shares.

Unless modified herein, other information concerning the proposed transaction is as described in Mandeville's news release dated Dec. 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 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.

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.

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.

We seek Safe Harbor.