Ottawa, Ontario--(Newsfile Corp. - December 29, 2025) - Mandeville Ventures Inc. (TSXV: MAND.P) (the "Corporation" or "Mandeville"), a capital pool company listed on the TSX Venture Exchange ("TSXV"), has entered into a binding letter agreement with Quantropi, Inc. ("Quantropi") dated December 29, 2025 (the "Letter Agreement") that contemplates a proposed business combination transaction pursuant to which Mandeville would acquire all of the issued and outstanding securities of Quantropi (the "Proposed Transaction"). 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 "TSXV"). The resulting company following the completion of the Proposed Transaction is referred to herein as the "Resulting Issuer". All currency references used in this news release are in Canadian currency unless otherwise noted.

Founded in 2018 and incorporated under the Canada Business Corporations Act (CBCA), Quantropi is a private Canadian cybersecurity company headquartered in Ottawa, Ontario. 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 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 post-quantum cryptography (PQC), quantum-grade random number generation, and quantum-secure key distribution technologies designed for seamless deployment across fiber, copper, wireless, cloud, and IoT environments. Quantropi enables governments, defense 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 defense, 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 deepfake manipulation of real-time video feeds.

Quantropi's leadership and breakthroughs have earned international recognition. Quantropi is a 2025 NATO DIANA company (North Atlantic treaty Organization - Defence Innovation Accelerator for the North Atlantic), 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 December 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 (the "Definitive Agreement"), pursuant to which it is anticipated that Mandeville would acquire all of the issued and outstanding Quantropi common shares (the "Quantropi Shares"), and shareholders of Quantropi will receive Mandeville common shares following a share consolidation (the "Mandeville Post-Consolidated Shares") 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 (the "Name Change"). 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 Post-Consolidated Shares being outstanding at closing with an aggregate value of US$2.8 million based on the price at which Quantropi shares are to be issued in the Quantropi Private Placement (defined below) (the "Mandeville Consolidation").

Certain Mandeville Post-Consolidated 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 TSXV, including the securities to be issued to "principals" (as defined under the TSXV policies), which will be subject to the escrow requirements of the TSXV.

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 CAD$58,100 (plus applicable taxes). No other finder's 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 (see "Quantropi Financing" below for details). 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 TSXV; 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 (discussed below under "Quantropi Financing") 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 TSXV, 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 2,000,000 Mandeville common shares (the "Mandeville Shares"), representing approximately 7.5% of the currently outstanding Mandeville Shares and 12,023,416 Quantropi Shares, representing approximately 17% 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 TSXV 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 US$2 million (or such lesser amount as the parties may agree to) (the "Quantropi Private Placement"). The price per security will not be below the Discounted Market Price (as such term is defined in the policies of the TSXV). 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) ongoing 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 DirectorDr. Randy Kuang, Chief Scientist and DirectorMichael Redding, Chief Technology OfficerNik Mahidhara, Chief Financial OfficerJay Toth, Executive Vice President, Sales Marco Pagani, Chairman of the BoardJeffrey York, Director

The bios of each of the above are outlined below:

James Nguyen CEO & 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 VP 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 KuangChief 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, post-quantum 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 ReddingChief 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 startups Maana and Splice Machine.

Nik MahidharaChief 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 TothExecutive 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 Corporation, including GM of Enterprise Services. Jay 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 PaganiChairman 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 YorkDirector

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 Limited 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% 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 TSXV under the symbol "MAND.P". As at August 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 TSXV, Mandeville will file a filing statement or a management information circular on its issuer profile on SEDAR+ (www.sedarplus.ca), 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 TSXV unless exempt in accordance with TSXV policies. Mandeville intends to apply for an exemption from the sponsorship requirements.

Reinstatement to Trading

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.

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, 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; the business of Quantropi, the Quantropi Private Placement; the proposed directors and officers of the Resulting Issuer, TSXV sponsorship requirements and intended application for exemption therefrom; shareholder, director and regulatory approvals; and future press releases and disclosure. 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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