Mandeville Ventures to Acquire Quantropi in Qualifying Transaction

Mandeville Ventures Inc. (TSXV: MAND.P), a capital pool company, has entered into a definitive amalgamation agreement to acquire Ottawa-based cybersecurity firm Quantropi Inc. The transaction, announced on April 24, 2026, is intended to serve as Mandeville’s "qualifying transaction" under TSX Venture Exchange policies. Upon completion, the combined entity will be renamed Quantropi Corp.

The deal is structured as a three-cornered amalgamation. Quantropi shareholders will receive Mandeville common shares on a one-for-one basis following a 1-for-3.816 share consolidation of Mandeville’s existing stock. The merger is contingent on Quantropi completing a private placement of at least US$2 million, of which approximately US700,000hasalreadybeensecured.Additionally,QuantropiplansaconcurrentequityfinancingofuptoUS5 million to provide working capital for post-merger operations.

Quantropi’s "QiSpace" Platform

Quantropi specializes in quantum-secure data communications, addressing the "Harvest Now, Decrypt Later" threat where encrypted data is collected today to be broken by future quantum computers. Its core platform, QiSpace™, provides a software-based cryptographic suite that integrates:

• Asymmetric Encryption: Quantum-safe key exchange and digital signatures.

• Symmetric Encryption: Ultra-high-speed data encryption.

• Entropy Services: Quantum-level randomness for key generation.

• A primary differentiator for Quantropi is its network-first architecture. Unlike hardware-dependent solutions like Quantum Key Distribution (QKD), QiSpace is designed to run on existing telecommunications and internet infrastructure without specialized hardware. The platform is engineered with a minimal software footprint, making it suitable for resource-constrained IoT devices and large-scale enterprise networks alike.

The transaction remains subject to customary closing conditions, including approvals from the TSX Venture Exchange and the shareholders of both corporations. Mandeville shares are currently halted from trading and will remain so until the Exchange authorizes their resumption, likely upon the successful closing of the merger.

You can find the official press release regarding the definitive agreement here.

April 29, 2026