Mr. Dean Hanisch reports

MANDEVILLE VENTURES ANNOUNCES AMENDMENTS TO DEFINITIVE AGREEMENT FOR QUALIFYING TRANSACTION WITH QUANTROPI INC.

Mandeville Ventures Inc. has made certain amendments to its previously announced amalgamation agreement dated April 24, 2026, with Ottawa-based cybersecurity company Quantropi Inc.

The amendments permit Quantropi a limited-time period to pursue a U.S. listing through a business combination with a special-purpose acquisition corporation as an alternative to, and in substitution for, the proposed qualifying transaction with Mandeville. If Quantropi enters into a definitive agreement for a U.S. listing on or before Nov. 30, 2026, Quantropi will pay to Mandeville a non-refundable break fee equal to 500,000 Quantropi common shares as currently constituted. In these circumstances, the amalgamation agreement shall not be terminated, and Quantropi shall have the option until May 31, 2027, to complete the proposed transaction with Mandeville should the U.S. listing transaction be terminated or not be completed during this period. If the amalgamation agreement is subsequently terminated for any reason other a material breach or default by Mandeville, Quantropi shall, in addition to the break fee shares, reimburse Mandeville for all costs incurred by Mandeville, during the period commencing on Quantropi's entry into of a definitive agreement in respect of a U.S. listing and ending on the date of termination of the amalgamation agreement, in maintaining its reporting issuer status, listing on the TSX Venture Exchange and pursuing the proposed transaction, to a maximum of $100,000. Should Quantropi fail to enter into a term sheet or letter of intent for a U.S. listing by Sept. 30, 2026, or if a term sheet or letter of intent is entered into by such date, to enter into a definitive agreement in respect of a U.S. listing by Nov. 30, 2026, Quantropi would no longer have the right to pursue a U.S. listing and the parties will pursue completion of the proposed transaction. The break fee shares are in addition to, and shall not be credited against, any shares received or retained by Mandeville shareholders in connection with the proposed transaction. The amendments also provide for the amendment of the outside date for completion of the proposed transaction from Sept. 30, 2026, to Jan. 31, 2027, initially (subject to further extension in certain events up to May 31, 2027).

A copy of the consent, waiver and amending agreement has been filed and may be viewed and downloaded under the corporation's profile on SEDAR+. The summary of the amendments provided in this news release is subject in its entirety to the detailed provisions of the amending agreement.

The proposed transaction is subject to a number of conditions, and, if proceeded with, 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.

We seek Safe Harbor.