Quantum eMotion Corp 40-F for FY2025
Quantum eMotion Corp (QNC)
About this 40-F
Quantum eMotion Corp filed this 40-F on March 31, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- 10.55M CAD
- compared with a net loss of 2.97M CAD a year earlier
- Diluted EPS
- 0.06 CAD
- up 175.0% from 0.02 CAD a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
or
For the fiscal year ended | Commission File Number |
(Exact name of registrant as specified in its charter)
(Province or Other Jurisdiction of Incorporation or Organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer Identification Number)
(
(Address and telephone number of Registrant’s principal executive offices)
Telephone: (
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”): Not applicable
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Securities registered or to be registered pursuant to Section 12(g) of the Exchange Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act:
None
(Title of Class)
For annual reports, indicate by check mark the information filed with this form:
Annual information form
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
EXPLANATORY NOTE
Quantum eMotion Corp. (the “Company” or the “Registrant”) is a Canadian issuer eligible to prepare this Annual Report on Form 40-F (this “Annual Report”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to the multi-jurisdictional disclosure system (“MJDS”) of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act and Rule 405 under the Securities Act of 1933, as amended. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.
PRINCIPAL DOCUMENTS
The following documents have been filed as part of this Annual Report on Form 40-F and incorporated by reference herein:
A. Annual Information Form
For our Annual Information Form (the “AIF”) for the fiscal year ended December 31, 2025, see Exhibit 99.1 of this Annual Report on Form 40-F.
B. Audited Annual Financial Statements
For our consolidated audited annual financial statements (“Audited Financial Statements”), for the years ended December 31, 2025 and 2024, see Exhibit 99.2 of this Annual Report on Form 40-F. The Audited Financial Statements are stated in Canadian Dollars (Cdn$) and are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
C. Management’s Discussion and Analysis
For our management’s discussion and analysis (the “MD&A”) for the year ended December 31, 2025, see Exhibit 99.3 of this Annual Report on Form 40-F.
FORWARD-LOOKING INFORMATION
Statements contained in this Annual Report may constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable securities legislation (collectively, “forward-looking information”) with respect to the Company and its subsidiaries. Forward-looking information may include, but is not limited to: information with respect to amounts and use of available funds; anticipated developments in operations in future periods; planned asset acquisitions; future business operations; the adequacy of financial resources; the costs and timing of development of the Company’s business; the costs, timing and receipt of approvals, consents and permits under applicable legislation; executive compensation approaches and practices; the growth of the quantum technology and security market; the future applications of Company products; the timeline for a quantum computer hitting the market; the use of Company office space; the development of and applicability of quantum technologies; the commercialization of the Company’s intellectual property; the general adoption of quantum technologies; the Company’s research and development plan; the results from Company research and development; future intellectual property registrations of the Company; the future availability of Company products; and the composition of directors and committees.
Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words and phrases such as “will”, “may”, “is expected to”, “expectations”, “anticipates”, “estimates”, “intends”, “plans”, “projection”, “could”, “vision”, goals”, “objective” and “outlook”) are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. In making these forward-looking statements, the Company has made certain assumptions, as contemplated below.
Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause actual events or results to differ from those expressed or implied by the forward-looking information, including, without limitation:
| ● | the performance of the Company’s business and operations; |
| ● | the intention to grow the Company’s business and operations; |
| ● | the introduction and continued offering of services and product features; |
| ● | the market for the Company’s products and services and competitive conditions; |
| ● | the Company’s pricing and revenue models; |
| ● | the future liquidity and financial capacity; |
| ● | the treatment of the Company and its subsidiaries under government regulatory and taxation regimes; |
| ● | the Company’s intellectual property; |
| ● | the Company’s ability to operate in certain markets; |
| ● | the Company’s ability to meet current and future obligations; |
| ● | the Company’s ability to obtain services in a timely manner or at all; |
| ● | the Company’s ability to obtain financing on acceptable terms or at all; |
| ● | the Company’s targeted business milestones and related timelines and costs; and |
| ● | expectations of the blockchain, quantum computing and cryptocurrency markets and associated regulations. |
The above list is not exhaustive of factors that may affect any of the forward-looking information contained in this Annual Report and the documents incorporated by reference herein. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Forward-looking information involves statements about the future and is inherently uncertain, and the actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking information due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in our AIF attached hereto as Exhibit 99.1 under the heading “Risk Factors” and elsewhere in the AIF, and in the documents incorporated by reference in this Annual Report on Form 40-F and the AIF. Forward-looking information contained in this Annual Report and the documents incorporated by reference herein is based on the beliefs, expectations and opinions of management of the Company on the date the statements are made, and the Company does not assume any obligation to update forward-looking information, whether as a result of new information, future events or otherwise, other than as required by applicable law. In making the forward-looking statements in this Annual Report and the documents incorporated by reference herein, the Company has applied several material assumptions which may prove to be inaccurate, including, but not limited to, the assumptions that any financing needed to fund the operations of the Company will be available on reasonable terms. Other assumptions are discussed throughout the AIF and, in particular in the “Risk Factors” section of the AIF. For the reasons set forth above, prospective investors should not place undue reliance on forward-looking information.
CURRENCY
Unless otherwise indicated, all dollar amounts in this Annual Report are in Canadian dollars. The exchange rate of United States dollars into Canadian dollars, on December 31, 2025, based upon the average daily exchange rate as quoted by the Bank of Canada was U.S.$1.00 = Cdn$1.3706.
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
Quantum eMotion Corp. (“QeM” or the “Company”) is a Canadian issuer whose common shares are listed on (i) the NYSE American LLC (“NYSE American”) under the symbol “QNC”; (ii) the TSX Venture Exchange (“TSXV”) under the symbol “QNC”; and (iii) the Frankfurt Stock Exchange under the symbol “34Q0”.
The Registrant is permitted, under MJDS adopted by the United States Securities and Exchange Commission (the “SEC”), to prepare this Annual Report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its consolidated financial statements, which are filed as Exhibit 99.2 to this Annual Report and incorporated by reference herein, in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and those financial statements are subject to Canadian auditing standards. Therefore, those financial statements are not comparable in all respects to the financial statements of issuers that prepare their financial statements in accordance with United States generally accepted accounting principles and that are subject to United States auditing standards.
DISCLOSURE CONTROLS AND PROCEDURES
Certifications
The required disclosure is included in Exhibits 31.1, 31.2, 32.1 and 32.2 of this Annual Report on Form 40-F.
Disclosure Controls and Procedures
The information provided under the heading “Internal Control Over Financial Reporting” contained in the AIF, filed as Exhibit 99.1 to this Annual Report on Form 40-F, is incorporated by reference herein.
Management’s Annual Report on Internal Control over Financial Reporting
The information provided under the heading “Internal Control Over Financial Reporting” contained in the AIF, filed as Exhibit 99.1 to this Annual Report on Form 40-F, is incorporated by reference herein.
Attestation Report of the Registered Public Accounting Firm
The Company is an “emerging growth company” as defined in Rule 12b-2 of the Exchange Act, and accordingly is not required to provide an attestation report of the registered public accounting firm for the year ended December 31, 2025.
Changes in Internal Control over Financial Reporting
The information provided under the heading “Internal Control Over Financial Reporting” contained in the AIF, filed as Exhibit 99.1 to this Annual Report on Form 40-F, is incorporated by reference herein.
AUDIT COMMITTEE
Audit Committee
The Board has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of our Audit Committee are identified under the heading “Audit Committee Disclosure” in the AIF which is attached as Exhibit 99.1 to this Annual Report on Form 40-F and incorporated by reference herein. The Company listed its common shares on the NYSE American on February 24, 2026 (the “Listing Date”). In reliance upon the phase-in provisions of Rule 10A-3(b)(1)(iv)(A) under the Exchange Act, the Company is required to have (i) at least one independent member on its Audit Committee as of the Listing Date, (ii) a majority of independent members within 90 days of the Listing Date, and (iii) a fully independent Audit Committee within one year of the Listing Date. The Company currently satisfies the requirements of clause (i) and expects to be in full compliance with Rule 10A-3 within the timeframes set forth above. In the opinion of the Board, all members of the Audit Committee are “financially literate.”
Audit Committee Charter
Our Audit Committee Charter is available on our website at www.quantumemotion.com, and is provided in Appendix A to the AIF, which is attached as Exhibit 99.1 to this Annual Report on Form 40-F and incorporated by reference herein. The Charter also is available in print to any shareholder that provides us with a written request. Requests for copies should be made to the Secretary of our company at 2300 Alfred Nobel
PRINCIPAL ACCOUNTING FEES AND SERVICES - INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
For a description of our pre-approval policies and procedures related to the provision of non-audit services, see “Audit Committee Disclosure - Pre-Approval Policies and Procedures” in the AIF, which is attached as Exhibit 99.1 to this Annual Report on Form 40-F and incorporated by reference herein.
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
The Registrant has adopted a compensation recovery policy (referred to as the Executive Compensation Recovery (Clawback) Policy, or the “Clawback Policy”) as required by NYSE American listing standards and pursuant to Rule 10D-1 of the Exchange Act. The Clawback Policy is incorporated by reference as Exhibit 97.1 to this Annual Report on Form 40-F. At no time during or after the fiscal year ended December 31, 2025 (as of the date of this Annual Report), was the Registrant required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Clawback Policy and, as of December 31, 2025, there was no outstanding balance of erroneously awarded compensation to be recovered from the application of the Clawback Policy to a prior restatement.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant does not have any commitments or obligations, including contingent obligations, arising from arrangements with unconsolidated entities or persons (which are not otherwise discussed in the Registrant’s MD&A for the fiscal year ended December 31, 2025, filed as Exhibit 99.3 to this Annual Report on Form 40-F), that have or are reasonably likely to have a material current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, cash requirements or capital resources.
Code of Conduct
We have adopted a Code of Conduct (the “Code”) covering our employees, consultants, executive officers and members of the Board of Directors and strategic partners.
During the fiscal year ended December 31, 2025, we did not grant any waiver, including an implicit waiver, from a provision of the Code to any executive officer or director.
CONTRACTUAL OBLIGATIONS
In accordance with General Instruction B.(12) of Form 40-F, the required disclosure is included under the heading “1.13 Financial Instruments” in our MD&A attached hereto as Exhibit 99.3 to this Annual Report on Form 40-F.
TAX MATTERS
Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this Annual Report on Form 40-F.
NOTICES PURSUANT TO REGULATION BTR
We did not send any notices required by Rule 104 of Regulation BTR during the fiscal year ended December 31, 2025 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.
ADDITIONAL INFORMATION
Additional information relating to us, including the Audited Financial Statements, the MD&A and the AIF, can be found on SEDAR+ www.sedarplus.ca, on the SEC website at www.sec.gov, or on our website at www.quantumemotion.com. Shareholders may also contact the Secretary of our company by phone at (514) 956-2525 or by e-mail at www.quantumemotion.com to request copies of these documents and this Annual Report on Form 40-F.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
DISCLOSURE PURSUANT TO SECTION 13(r) OF THE EXCHANGE ACT
In accordance with Section 13(r) of the Exchange Act, the Registrant is required to include certain disclosures in its periodic reports if it or any of its affiliates knowingly engaged in certain specified activities during the period covered by the report. Neither the Registrant nor its affiliates have knowingly engaged in any transaction or dealing reportable under Section 13(r) of the Exchange Act during the year ended December 31, 2025.
UNDERTAKING
We undertake to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
We have previously filed with the SEC a written consent to service of process and power of attorney on Form F-X. Any change to the name or address of our agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing our file number.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| QUANTUM EMOTION CORP. | ||
| | ||
| By: | /s/ Francis Bellido | |
| | Name: | Francis Bellido |
Date: March 31, 2026 | | Title: | President, Chief Executive Officer and Director |
EXHIBIT INDEX
Exhibit No.
23.1 | | Consent of Richter S.E.N.C.R.L./L.L.P., Independent Registered Public Accounting Firm. |
31.1 | | |
31.2 | | |
32.1 | | |
32.2 | | |
97.1* | | |
99.1 |
| Annual Information Form for the year ended December 31, 2025. |
99.2 |
| Audited Consolidated Financial Statements for the years ended December 31, 2025 and 2024. |
99.3 |
| |
99.4 | | |
101 |
| Interactive Data File. |
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
*Previously Filed
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Quantum eMotion Corp.
We, Richter LLP, consent to the use of our report dated March 30, 2026, on the consolidated financial statements of Quantum eMotion Corp. (the “Company”), which comprise the consolidated statement of financial position as at December 31, 2025 and 2024, and the consolidated statements of loss and comprehensive loss, consolidated statement of changes in shareholders’ equity, and consolidated statement of cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies, which is incorporated by reference in this Annual Report on Form 40-F dated March 31, 2026 of the Company.
/s/ Richter LLP
Montreal, Canada
March 31, 2026
Exhibit 31.1
CERTIFICATIONS PURSUANT TO SECTION 302
OF
THE SARBANES-OXLEY ACT OF 2002
I, Francis Bellido, Chief Executive Officer, certify that:
1. | I have reviewed this Annual Report on Form 40-F of Quantum eMotion Corp. (the “Issuer”): |
2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer as of, and for, the periods presented in this report; |
4. | The Issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Issuer and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the Issuer’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and |
d) | Disclosed in this annual report any change in the Issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Issuer’s internal control over financial reporting; and |
5. | The Issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Issuer’s auditors and the audit committee of the Issuer’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Issuer’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Issuer’s internal control over financial reporting. |
Date: March 31, 2026 | By: | /s/ Francis Bellido |
|
| Francis Bellido |
|
| President, Chief Executive Officer and Director |
Exhibit 31.2
CERTIFICATIONS PURSUANT TO SECTION 302
OF
THE SARBANES-OXLEY ACT OF 2002
I, Marc Rousseau, Chief Financial Officer, certify that:
1. | I have reviewed this Annual Report on Form 40-F of Quantum eMotion Corp. (the “Issuer”): |
2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer as of, and for, the periods presented in this report; |
4. | The Issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Issuer and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the Issuer’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and |
d) | Disclosed in this annual report any change in the Issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Issuer’s internal control over financial reporting; and |
5. | The Issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Issuer’s auditors and the audit committee of the Issuer’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Issuer’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Issuer’s internal control over financial reporting. |
Date: March 31, 2026 | By: | /s/ Marc Rousseau |
|
| Marc Rousseau |
|
| Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Annual Report of Quantum eMotion Corp. (the “Company”) on Form 40-F for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Francis Bellido, Chief Executive Officer of the Company, certify, pursuant to U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 31, 2026 | By: | /s/ Francis Bellido |
|
| Francis Bellido |
|
| President, Chief Executive Officer and Director |
This certification accompanies the Annual Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and may not be used or relied upon for any other purpose including Section 18 of the Securities Exchange Act of 1934. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Annual Report of Quantum eMotion Corp. (the “Company”) on Form 40-F for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Marc Rousseau, Chief Financial Officer of the Company, certify, pursuant to U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 31, 2026 | By: | /s/ Marc Rousseau |
|
| Marc Rousseau |
|
| Chief Financial Officer |
This certification accompanies the Annual Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and may not be used or relied upon for any other purpose including Section 18 of the Securities Exchange Act of 1934. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 99.1
Quantum eMotion Corp.
ANNUAL INFORMATION FORM
Dated March 26, 2026
FOR THE YEAR ENDED DECEMBER 31, 2025
TABLE OF CONTENTS
GENERAL | 1 |
CURRENCY AND EXCHANGE RATE INFORMATION | 1 |
STATEMENT REGARDING FORWARD LOOKING INFORMATION | 1 |
CORPORATE STRUCTURE | 2 |
Name, Address and Incorporation | 2 |
Intercorporate Relationships | 2 |
GENERAL DEVELOPMENT OF THE BUSINESS | 3 |
Historical | 3 |
Latest Three-Year History | 3 |
DESCRIPTION OF BUSINESS | 9 |
General | 9 |
Principal Products or Services | 9 |
Research and Development Activities related to Hardware Products and Services | 10 |
Intellectual Property | 12 |
Cycles | 13 |
Economic Dependence | 13 |
Changes to Contracts | 13 |
Environmental Protection | 13 |
Employees | 13 |
Foreign Operations | 14 |
Lending and Grants | 14 |
Bankruptcy and Similar Proceedings | 14 |
Reorganizations | 14 |
Social and Environmental Risks | 14 |
RISK FACTORS | 14 |
General Risks | 14 |
Business and Industry Risks | 19 |
DIVIDENDS | 22 |
DESCRIPTION OF CAPITAL STRUCTURE | 22 |
MARKET FOR SECURITIES | 23 |
Trading Price and Volume | 23 |
Prior Sales | 23 |
ii
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER | 24 |
DIRECTORS AND OFFICERS | 24 |
Name, Occupation and Security Holdings | 24 |
Cease Trade Orders, Bankruptcies, Penalties or Sanctions | 26 |
Conflicts of Interest | 27 |
AUDIT COMMITTEE DISCLOSURE | 27 |
PROMOTERS | 28 |
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS | 29 |
LEGAL PROCEEDINGS AND REGULATORY ACTIONS | 29 |
AUDITORS, TRANSFER AGENT AND REGISTRAR | 29 |
MATERIAL CONTRACTS | 29 |
INTEREST OF EXPERTS | 30 |
ADDITIONAL INFORMATION | 30 |
APPENDIX “A” – AUDIT COMMITTEE CHARTER | A-1 |
iii
GLOSSARY OF DEFINED TERMS
In this Annual Information Form, the following capitalized words and terms shall have the following meanings:
$ | Unless otherwise indicated, Canadian dollars |
AIF | This Annual Information Form of the Company for the year ended December 31, 2025 |
BESS | Battery Energy Storage Systems |
Board | The board of directors of the Company |
CEO | Chief Executive Officer |
CFO | Chief Financial Officer |
Common Shares | Common shares without par value in the capital of the Company |
Company | Quantum eMotion Corp. |
Computershare | Computershare Truest Company of Canada |
CSR5 | CSR5 GLOBAL Inc. |
EaaS | Entropy as a Service |
ETS | École de technologie supérieure |
Governmental Authority | Any (i) international, multinational, national, federal, provincial, state, municipal, local or other governmental or public department, central bank, court, arbitral body, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) subdivision or authority of any of the above, (iii) quasi- governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (iv) stock exchange or securities authorities. |
Greybox | Greybox Solutions Inc. |
IFRS | International Financial Reporting Standards |
IoT | Internet of Things |
Jmem Tek | Jmem Technology Co., Ltd |
Krown | Krown Technologies Inc. |
NIST | National Institute of Standards and Technology |
NI-51-102 | National Instrument 51-102 – Continuous Disclosure Obligations |
iv
NYSE American | NYSE American LLC |
Person | Any individual, firm, partnership, joint venture, venture capital fund, association, trust, executor, administrator, legal personal representative, estate group, body corporate, corporation, unincorporated association or organization, Governmental Authority, syndicate or other entity, whether or not having legal status. |
PINQ² | Platform for Digital and Quantum Innovation |
Promoter | A person who: a) acting alone or in concert with one or more other persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the Company; or b) in connection with the founding, organization or substantial reorganization of the business of the Company, directly or indirectly receives, in consideration of services or property or both, 10% or more of a class of the Company’s own securities or 10% or more of the proceeds from the sale of a class of the Company’s own securities of a particular issue, but does not include a person who: c) receives securities or proceeds referred to in paragraph (b) solely i) as underwriting commissions, or ii) in consideration for property, and d) does not otherwise take part in founding, organizing or substantially reorganizing the business |
PUF | Physical Unclonable Function |
QeM | Quantum eMotion Corp. |
QeMA | Quantum eMotion America Inc. |
QRNG | Quantum random number generator |
Quantum eHealth | Quantum eHealth Technologies Inc. |
Regulation 52-110 | Regulation 52-110 respecting Audit Committees |
SDK | System Development Kit |
SEC | Securities and Exchange Commission |
SKV | SKV Technology Inc. |
SOCPRA | Société de Commercialisations des Produits de la recherche appliquée SOCPRA Sciences et Génie S.E.C. |
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Stock Option Plan | The stock option equity incentive plan of the Company dated December 15, 2020, the date on which this plan was approved by the Board, as amended on February 1, 2021, April 22, 2021, and May 16, 2025. |
TSXV | TSX Venture Exchange |
U.S. Exchange Act | U.S. Securities Exchange Act of 1934 |
U.S. GAAP | United States Generally Accepted Accounting Principles |
VGE | Vertical Growth Equity Inc. |
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GENERAL
Unless otherwise noted herein, information in this AIF is presented as at December 31, 2025.
In this annual information form, a reference to the “Company”, “QeM”, “we”, “us”, “our” and similar words refer to Quantum eMotion Corp., its subsidiaries and affiliates, or any one of them, as the context requires.
CURRENCY AND EXCHANGE RATE INFORMATION
In this AIF, otherwise specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars. All references to “dollars”, “$” or “C$” are to Canadian dollars, all references to “US$” are to United States dollars.
On December 31, 2025, the daily exchange rate as quoted by the Bank of Canada was US$1.00 = C$1.369
STATEMENT REGARDING FORWARD LOOKING INFORMATION
This AIF contains forward-looking information within the meaning of applicable Canadian securities legislation and forward-looking statements within the meaning of applicable U.S. securities laws (collectively, “forward-looking statements”). Forward-looking statements include, but are not limited to, statements relating to the Company’s strategy and action plan, its intellectual property, research and development activities, and financial reporting that reflect management’s current expectations, estimates, projections or assumptions about future events or results.
Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words and phrases such as “will”, “may”, “is expected to”, “expectations”, “anticipates”, “estimates”, “intends”, “plans”, “projection”, “could”, “vision”, goals”, “objective” and “outlook”) are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. In making these forward-looking statements, the Company has made certain assumptions, including:
| ● | the performance of the Company’s business and operations; |
| ● | the intention to grow the Company’s business and operations; |
| ● | the introduction and continued offering of services and product features; |
| ● | the market for the Company’s products and services and competitive conditions; the Company’s pricing and revenue models; |
| ● | the future liquidity and financial capacity; |
| ● | the treatment of the Company and its subsidiaries under government regulatory and taxation regimes; |
| ● | the Company’s intellectual property; |
| ● | the Company’s ability to operate in certain markets; |
| ● | the Company’s ability to meet current and future obligations; |
| ● | the Company’s ability to obtain services in a timely manner or at all; |
| ● | the Company’s ability to obtain financing on acceptable terms or at all; |
| ● | the Company’s targeted business milestones and related timelines and costs; and |
| ● | expectations of the blockchain, quantum computing and cryptocurrency markets and associated regulations. |
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Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, without limitation: the Company’s ability to secure future financing (including through the exercise of outstanding stock options and warrants); the risk that ongoing or future research and development may not result in the timely achievement of additional patents; risks inherent in the high-technology industry; and the timing of market readiness and adoption of quantum solutions. These and other risks and uncertainties are described in this AIF and in the Company’s management and discussion analysis and other continuous disclosure documents filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made and, except as required by applicable securities laws, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
CORPORATE STRUCTURE
Name, Address and Incorporation
The Company was incorporated under the Business Corporations Act (Ontario) on July 19, 2007, and continued under the Canada Business Corporations Act on August 28, 2012. The Company’s name was changed to Active Growth Capital Inc. on October 26, 2007. The Company then changed its name to Quantum Numbers Corp. on December 1, 2016, and then changed its name to Quantum eMotion Corp. (QeM) on May 27, 2021.
The corporate office, principal address and records office of the Company are located at 2300 Alfred Nobel, Montreal, Québec, H4S 2A4.
On June 28, 2024, the Company established a wholly owned subsidiary, Quantum eHealth Technologies Inc. (“Quantum eHealth”) located at the same address.
On April 10, 2025, the Company established a wholly owned subsidiary, Quantum eMotion America Inc. (“QeMA”), incorporated under the laws of the State of California, USA. QeMA’s principal address is 5270 California Avenue, Irvine, California 92617, USA.
Intercorporate Relationships
The corporate organization chart below sets out the intercorporate relationships among the Company and its material subsidiaries.
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GENERAL DEVELOPMENT OF THE BUSINESS
Historical
On August 3, 2016, the Company entered into an intellectual assignment with Societé de Commercialisations des Produits de la recherche appliquée SOCPRA Sciences et Génie S.E.C. (“SOCPRA”). Until the expiry of the last patent rights, which is expected in May 2035, the Company will pay to SOCPRA a royalty of 5% calculated on the net sales price of products sold by the Company. The Company may buy back the royalties in the future at terms and conditions to be agreed upon by both parties.
Latest Three-Year History
Technology
Our primary objective is to make our cryptographic solutions technology accessible as rapidly as possible to potential clients and partners, secure its effectiveness and ensure that the intellectual property is well protected. In order to stay focused on this objective, we are working closely with our partners to maximize the potential and security of our technology.
On June 1, 2023, the Company announced the introduction of Entropy as a Service (“EaaS”) through their QxEAAS system, enhancing data security. EaaS offers on-demand randomness, vital for cryptography. Using a new quantum random number generator (“QRNG”), which employs quantum electron tunneling, truly unpredictable random numbers are generated. This system reinforces QeM’s Sentry-Q cryptography platform against cyberattacks. EaaS distributes secure keys and strings with patented quantum-based entropy sources. Rigorous tests, like the National Institute of Standards and Technology (“NIST”) Statistical Test Suite, validate the quality of generated entropy. The integration of EaaS and QeM’s cryptography library, with NIST-approved quantum-safe primitives, ensures cutting-edge security for data communication and authentication.
On January 16, 2024, QeM announced the beta release of its AI-Powered Automation System, named QodeAI, a new development tool, designed to accelerate the deployment of QeM’s main products and accelerate the deployment and adoption among customers and partners.
On February 21, 2024, QeM announced a breakthrough in developing its first QRNG on a chip, a significant advancement in quantum communication technology. This development compactly integrates QRNG into a single chip, potentially less than 1 cm², altering quantum-based security designs. This innovation allows the sale of design cores, enabling integrated circuits vendors like Texas Instruments, Intel, and IBM to embed QRNG functionality directly into their products, expanding the reach and impact of quantum security technologies.
On March 18, 2024, QeM announced a strategic partnership with the Platform for Digital and Quantum Innovation (“PINQ²”), an non-profit organization established by the Ministry of Economy, Innovation and Energy of Québec and Université de Sherbrooke. This collaboration aims to enhance the resilience of QeM’s
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security platform against advanced threats, including simulated quantum computer attacks using IBM’s Qiskit platform. PINQ², the exclusive operator of Canada’s first 127-qubit IBM Quantum System One at IBM Bromont, will work with QeM to rigorously test and evaluate their Kyber algorithm and QRNG. This project will assess the security system’s performance under simulated adversarial conditions, focusing on identifying strengths, weaknesses, and vulnerabilities, and ensuring alignment with strategic goals. The partnership leverages simulation tools like Qiskit to execute quantum attack simulations, thoroughly testing the security solution’s robustness.
On March 28, 2024, QeM announced that the project Quantum random number generation for highly secure cryptography applications will receive a $1.2 million grant from the Alliance Quantum program, managed by the Natural Sciences and Engineering Research Council of Canada. Led by École des technologies supérieures (“ETS”) in partnership with QeM, the project under Professor Ghyslain Gagnon, with co-grantee Prof. K. Zhang and contributors like Prof. B. Reulet from Université de Sherbrooke, focuses on developing scalable QRNG technologies. These innovations aim to bolster secure communications, integrate into Internet of Things (“IoT”) devices, and enhance security in DeFi ecosystems. The collaboration seeks to address challenges in QRNG commercialization, focusing on reducing energy consumption while leveraging quantum tunneling encryption for top-tier security. The total amount of the grant awarded to ÉTS was $1.2 million, of which QeM is to contribute to ÉTS, $115,000 per year for four years starting in March 2024.
On July 3, 2024, QeM announced the development of an advanced hardware wallet technology tailored for the cryptocurrency industry. This solution offers a low footprint and competitive cost, incorporating its QRNG and intelligent key generation scheme selection technologies into new commercial applications. QeM’s new hardware wallet technology aims to enhance the efficiency and cost-effectiveness of hierarchical deterministic wallets. Traditional hierarchical deterministic wallets require separate hardware devices for generating parent (master) and child keys. However, the innovative approach developed by QeM reuses the same hardware components for both tasks, significantly reducing costs, circuit complexity, and footprint. This method of resetting and reusing hardware devices allows for efficient and repeated key generation. Additionally, the master private key can be regenerated by resetting the memory systems and using a new quantum random number, ensuring high robust security.
On July 11, 2024, QeM announced that it has obtained the prestigious ISO/IEC 27001:2022 certification, a significant milestone underscoring QeM’s commitment to information security and operational excellence. ISO 27001 cybersecurity certification is one of the most widely recognized, rigorous, and internationally accepted information security standards. The scope of this certification encompasses QeM’s security management of applications and systems for its quantum-based cybersecurity software and hardware solutions, including cryptographic solutions. With this milestone, QeM is well-positioned to expand its presence in industries where trust and data protection are paramount, including finance, healthcare, blockchain, and government networks.
On January 22, 2025, QeM announced results for its quantum-based hardware wallet, designed to revolutionize security in blockchain and cryptocurrency transactions. Recent studies highlight that this innovative solution reduces the risk of monetary loss by up to 98% compared to conventional hierarchical deterministic (HD) wallets. Announced in July 2024, the wallet leverages QeM’s proprietary QRNG technology and an intelligent key generation scheme, ensuring optimal performance for commercial blockchain applications. It provides a cost-effective and compact solution by reusing hardware components for generating both parent and child keys, thus reducing costs and complexity.
On May 26, 2025, QeM announced the successful completion and validation of its first-generation QRNG chip design. The 65-nm CMOS finalized design has been submitted for fabrication to Taiwan Semiconductor Manufacturing Company (TSMC), a leading global semiconductor foundry. The chip integrates critical components such as an ultra-low-noise wideband amplifier and a high-precision analog-to-digital converter, both successfully prototyped and validated by academic teams at ÉTS and the Institut Quantique at Université de Sherbrooke. This significant milestone permits QeM to target the global QRNG chip market, which was valued at approximately USD 150 million in 2024 and is projected to reach USD 2 billion by 2033, registering
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a compound annual growth rate of 34.5% from 2026 to 2033. (“Global Quantum Random Number Generator (QRNG) Chip Market Size, Share, Trends & Forecast 2026-2034” published March 2025 and available at https://www.verifiedmarketreports.com/product/quantum-random-number-generator-qrng-chip-market/.)
On June 26, 2025, QeM announced that the benchmarking project, conducted in collaboration with PINQ², utilized IBM’s Qiskit quantum computing framework to simulate Grover’s algorithm—a quantum search algorithm known for its theoretical ability to speed up brute-force attacks on symmetric encryption schemes. The analysis focused on evaluating the relative complexity of attacking symmetric encryption algorithms when enhanced with entropy from QeM’s proprietary QRNG.
On July 2, 2025, Krown Technologies Inc. (“Krown”), in collaboration with QeM announced that significant progress had been made in the development of two quantum-secure cryptocurrency wallets: the Qastle Quantum Hot Wallet and the Excalibur Quantum Cold Wallet. These advancements mark a pivotal step in safeguarding digital assets against the emerging threats of quantum computing.
On September 22, 2025, QeM along with its partner Krown announced the successful completion of the Qastle Quantum-Safe Hot Wallet. This milestone represents a major step in securing cryptocurrencies and digital assets against both today’s advanced cyber threats and the looming risks of quantum computing.
On September 29, 2025, QeM announced a strategic alliance with Jmem Technology Co., Ltd (“Jmem Tek”), a Taiwanese IC design company, to co-develop a quantum resilient system-on-chip. The unique platform generated by this alliance is to integrate three essential layers of protection into a single system-on-chip: QeM’s QRNG; Jmem Tek’s Physical Unclonable Function (“PUF”); and NIST-aligned Post-Quantum Cryptography Module.
On October 6, 2025, QeM announced the signature of a contract with Lightship Security Inc. to conduct FIPS 140-3 validation of its Quantum Crypto Module, a key milestone toward NIST certification.
On October 14, 2025, QeM announced a joint agreement with Energy Plug Technologies Corp. and Malahat Battery Technology Corp. to develop and commercialize quantum-secured energy storage and defense systems for critical infrastructure. This partnership integrates QeM’s patented technologies with Energy Plug and MBT’s advanced Battery Energy Storage Systems (“BESS”) and Energy Management Platforms (EMS/PMS) to deliver cyber-resilient, quantum-safe power systems capable of protecting national and industrial energy assets from emerging cyber and post-quantum threats.
On October 23, 2025, QeM along with Energy Plug Technologies Corp. and SEETEL New Energy Co. Ltd. announced a strategic alliance to co-develop and commercialize a 261-kilowatt-hour (kWh) fully integrated AC plug-and-play BESS engineered for Arctic and high-resilience environments worldwide.
On November 26, 2025, QeM and Exascale Labs Inc. announced a multi-year initiative to integrate quantum-grade cryptographic technology directly into large-scale AI compute infrastructure. The partnership brings together Exascale’s full-stack GPU platform with QeM’s QRNG hybrid technology including cryptographic modules making it a secure environment for high-density AI workloads.
On December 2, 2025, QeM announced that in conjunction with Aegis Critical Energy Defence Corp. and in partnership with Malahat Battery Technologies Corp., SEETEL New Energy Co., Ltd. of Taiwan, have developed the rugged 10-ft Tough Bhoy™ fully integrated energy storage system. The unit provides resilient, secure power for harsh climates, remote communities, military operations, and critical infrastructure. The system is further reinforced with quantum-secured cybersecurity through QeM’s Canadian-developed platform, protecting against advanced and future threats.
On December 15, 2025, QeM announced its integration into Kirq, a quantum communication testbed developed by Numana. The collaboration supports QeM’s ongoing research, testing, and validation of quantum-safe cybersecurity technologies within a collaborative testing environment. The Kirq testbed provides an infrastructure for participating organizations to evaluate quantum and cybersecurity technologies in applied settings. Through its participation, QeM will be able to integrate and evaluate its patented QRNG technology alongside other contributors within the Kirq environment.
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On December 29, 2025, QeM announced a rare convergence of independent audit validation, quantum-attack performance testing, and formal certification progress, underscoring the real-world security performance of its patented quantum entropy technology. The publication of a perfect 100/100 security audit score and 5-Star Confidence Rating achieved by Krown Network and KrownDEX, stringent third-party security assessments, where used entropy is produced by QeM’s QRNG2 engine.
On March 17, 2026, QeM announced that it is receiving advisory services and funding of up to $600,000 from the National Research Council of Canada Industrial Research Assistance Program (NRC IRAP) to support a research and development project focused on quantum-secure semiconductor technology in collaboration with Jmem Tek.
Business Development
On January 25, 2023, Quantum announced the launch of Sentry-Q, its Quantum-safe messenger platform, designed for the secure communication of large and complex messages, including entire database structures. It has the potential to perform as a cloud-based solution or as a physical hardware device. The platform is versatile and flexible enough to be used in a multitude of applications, as a whole or in part.
On January 10, 2024, QeM launched Quantum eHealth, a subsidiary focused on healthcare applications for its advanced cybersecurity technology. By spinning off its digital healthcare cybersecurity activities into this new entity, QeM aims to capitalize on the growing digital healthcare security market. Quantum eHealth holds an exclusive license to use QeM’s intellectual property in the healthcare sector. Meanwhile, QeM continues developing and marketing various iterations of its QRNG across other sectors, including financial services, blockchain, military, information technology and others.
On February 4, 2023, the Company entered into a commercial and technical agreement with Greybox Solutions Inc. (“Greybox”). As part of the agreement, a third party will award a contract to the Company for the development of Sentry-Q technology. Moreover, the Company will receive royalties on all sales completed by the third party in which the Company’s technology will be used.
On August 22, 2023, QeM announced that the innovative Digital Therapeutics (DTx) platform developed by Greybox had been selected to be implemented in the Quebec healthcare system. Greybox was chosen on the base of its ability to meet technical and cybersecurity requirements, showcasing their tailored patient-focused solutions.
On April 8, 2024, CSR5 GLOBAL Inc. (“CSR5”) and QeM announced a landmark partnership aimed at redefining the landscape of cybersecurity. This strategic alliance positions QeM as the exclusive provider of post-quantum cryptography and cloud-based security solutions to CSR5, marking a significant leap forward in our shared commitment to reducing risk through enhanced response, resilience, and recovery capabilities. Through this partnership, QeM’s technology will become a cornerstone of CSR5’s comprehensive security solutions, designed to tackle the challenges of today’s digital age head-on.
On December 16, 2024, QeM and Krown, an innovator in Blockchain, FinTech, and Artificial Intelligence infrastructure, a leader in classical and quantum cybersecurity solutions, announced a strategic alliance. This partnership, formalized through a Memorandum of Understanding (MOU), represents a significant milestone in advancing security, functionality, and efficiency within the blockchain ecosystem.
On December 23, 2024, QeM announced a milestone in the commercialization of its cloud-based Sentry-Q platform, designed to address critical, unmet cybersecurity challenges in modern telemedicine and digital healthcare. QeM’s partner, GreyBox entered a strategic commercial alliance with Becton Dickinson, a global company in the medical device and diagnostics industry with over $20 billion in annual sales. This partnership centers on advancing remote patient monitoring to improve the quality of life for patients with chronic diseases while empowering clinicians to monitor multiple patients efficiently. The initiative will launch in Canada, expand to the USA, and will potentially scale to global markets.
On December 30, 2024, QeM announced that its technology fully meets the latest U.S. healthcare cybersecurity recommendations. Its Sentry-Q platform harnesses the power of pure EaaS, generated by its advanced QRNG2
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technology, seamlessly integrated with classical and post-quantum cryptography (PQC). This robust approach ensures the secure transmission of sensitive healthcare data, providing real-time protection and safeguarding confidentiality against both current and emerging quantum threats.
On February 20, 2025, Krown officially unveiled Excalibur, the world’s first quantum-secured crypto cold wallet, powered by QeM’s QRNG technology. This next-generation hardware wallet redefines digital asset security by integrating true quantum randomness that would make it the most secure crypto wallet ever developed. After months of collaboration and meticulous development planning, Excalibur is designed to safeguard digital assets against even the most advanced cyber threats, including those posed by quantum computing. With its sleek, compact form—no larger than a thumb drive, Excalibur delivers unbreakable cryptographic security to crypto holders worldwide. As part of this partnership, Krown has secured a five-year, non-exclusive global license to integrate QeM’s proprietary QRNG technology into blockchain applications. Both companies will collaborate on the commercialization of Excalibur, operating under a revenue-sharing business model that aligns their mutual commitment to advancing secure digital asset storage.
On April 8, 2025, QeM announced the official launch of its U.S. subsidiary, QeMA, headquartered in Irvine, California. This strategic expansion marks a significant milestone in QeM’s international growth, designed to accelerate sales, forge new partnerships, and drive business development across the U.S. cybersecurity sector. California was selected for QeM’s first American office due to its vibrant technology ecosystem, access to top-tier talent, strategic global connectivity, and strong support for innovative enterprises. Irvine, in particular, offers proximity to major defense, enterprise, and academic hubs, positioning QeMA for sustained growth and market leadership.
On June 18, 2025, QeM announced that its partner Greybox begun to deploy its secure digital health platform, TakeCareTM, across leading rehabilitation centers in Quebec.
On June 30, 2025, QeM announced the conversion of $350,000 in an intangible asset into equity and an additional investment of $350,000 in Greybox, strengthening its position as the second-largest shareholder in that company. This strategic investment, made at an attractive valuation, reflects QeM’s strong confidence in Greybox’s rapid growth trajectory and unique position in the fast-evolving Remote Care Management and Digital Therapeutics (DTx) sector. Greybox’s recent launch of the secure TakeCareTM platform across Quebec leading rehabilitation centers has led to strategic commercial wins, positioning the company as a rising leader in digital health with a scalable, value-based model across Canada and beyond.
On July 28, 2025, QeM announced it had entered into a strategic partnership with Kold King’s Group Inc. to promote, integrate, and commercialize QeM’s Sentry-Q™ quantum cybersecurity platform across critical infrastructure and security-conscious sectors throughout the Philippines.
On September 9, 2025, QeM announced an investment in Krown of US $400,000 through a convertible debenture. QeM has the right to convert the debenture into equity which would represent a significant stake in Krown. The rationale is to strengthen the strategic collaboration between the Parties, particularly regarding the booming blockchain and crypto markets.
On October 8, 2025, QeM and its partner Krown announced the global release of Qastle, the world’s first quantum-secured hot wallet designed for everyday use. Following extensive development and successful final testing, Qastle will officially launch on November 1st, 2025.
On October 29, 2025, QeM announced that it’s partner, Energy Plug Technologies Inc. has secured a pre-order for 20 units of its next-generation 261-kilowatt-hour (kWh) Battery Energy Storage System (ESS). This new system is being co-developed by QeM, SEETEL New Energy and Malahat Battery Technologies. Energy Plug’s 261 kWh ESS is engineered to operate seamlessly alongside diesel generators, creating a hybrid configuration that delivers superior efficiency, reliability, and environmental performance for industries requiring dependable off-grid power.
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On November 3, 2025, QeM and its Partner, Krown, announced the global launch of Qastle, the world’s first quantum-secured hot wallet to leverage Quantum Entropy-as-a-Service and Post-Quantum Cryptography to safeguard digital assets against emerging cyber and quantum-based threats. Qastle is now live and available to users worldwide.
On December 18, 2025, Greybox announced the official launch of its first reimbursed chronic care and remote patient monitoring (RPM/CCM) services for senior living in the United States, in partnership with QeM and Vigilant Care Monitoring LLC. The initiative includes the opening of Greybox’s U.S. operations and offices via the collaboration with QeM in Irvine, California, positioning the company at the center of one of the most dynamic senior care, medical device and digital health ecosystems in North America.
On January 22, 2026, QeM announced that it has filed a Form 40-F Registration Statement with the United States Securities and Exchange Commission (the “SEC”), in connection with its application to list its Common Shares on the NYSE American LLC (“NYSE American”). The Company’s Common Shares commenced trading on the NYSE American on February 24, 2026, under the symbol “QNC”. The uplisting to the NYSE American marked a significant advancement in the Company’s strategy to expand its shareholder base and increase its U.S. capital markets exposure.
On February 27, 2026, QeM entered into an agreement to acquire key technology assets through the acquisition of 100% of the issued and outstanding shares of SKV Technology Inc. (“SKV”), a California-based cybersecurity company. The assets include the SecureKey™ platform developed and commercialized by Jet Lab Technologies Inc. and held by SKV.
On March 6, 2026, QeM announced a security milestone for the Krown blockchain ecosystem as 45 billion KROWN tokens—valued at approximately $67.5 million—are now protected within vesting infrastructure supported by quantum-secure cryptographic technology.
On March 17, 2026, QeM announced that it is receiving advisory services and funding of up to $600,000 from the National Research Council of Canada Industrial Research Assistance Program (NRC IRAP) to support a research and development project focused on quantum-secure semiconductor technology in collaboration with Jmem Tek.
Financing
On March 20, 2024, the Company completed a non-brokered private placement, issuing a total of 15,000,000 units at a price of $0.05 per unit for gross proceeds of $750,000. Each unit wass comprised of one common share and one warrant of the Company. Each warrant entitled its holder to acquire one common share of the Company at a price of $0.15 for a period of 12 months following the closing of the private placement. The net proceeds were used as working capital to continue its R&D development.
On November 15, 2024, the Company completed a non-brokered private placement, issuing a total of 7,500,000 units at a price of $0.10 per unit for gross proceeds of $750,000. Each unit was comprised of one common share and one warrant. Each warrant entitles its holder to acquire one common share of the Company at a price of $0.20 for a period of 24 months following the closing of the private placement. The net proceeds were used as working capital to further continue its R&D development.
On February 24, 2025, the Company completed a brokered financing, issuing a total of 13,333,333 units at a price of $0.75 per unit for gross proceeds of $10,000,000. Each unit was comprised of one common share and one warrant of the Company. Each warrant entitles its holder to acquire one common share of the Company at a price of $1.10 for a period of 3 years. The net proceeds are being used to accelerate the pace of R&D efforts; hire staff for commercialization initiatives; be opportunistic in securing value-adding collaboration agreements; and for general working capital needs.
On June 2, 2025, the Company completed a brokered financing, issuing a total of 8,000,000 units at a price of $1.50 per unit for gross proceeds of $12,000,000. Each unit was comprised of one common share and one warrant of the Company. Each warrant entitles its holder to acquire one common share of the Company at a price of $1.82 for a period of 3 years. The net proceeds are being used to further accelerate R&D through
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hiring more staff and further expand our current R&D programs; significantly increase our promotional budgets to establish the QeM brand in the U.S. and elsewhere which is expected to accelerate the transition to commercialization; to be opportunistic in our search for collaboration partners and/or seek out M&A opportunities; and for general working capital purposes.
DESCRIPTION OF BUSINESS
General
The Company’s vision is to become a world leader in Traditional & Quantum safe Cryptography, with a special focus on SME challenges. QeM is pioneering next generation solutions relying on Quantum-based technologies: QRNG & Quantum-safe Encryption. QRNGs are genuinely disruptive devices that exploit the built-in unpredictability of quantum mechanics. Their purpose is to create pure randomness (unpredictability) which is an essential cornerstone of cybersecurity. Much of the technology surrounding QRNG QeM was developed from the research of Professor Bertrand Reulet, one of the foremost quantum physicists, at the Université de Sherbrooke. His pioneering work in quantum noise and electron tunneling, phenomena where particles can unpredictably pass through barriers, sparked a breakthrough: the ability to generate true, unpredictable randomness at unprecedented speeds. This is particularly important with the impending reality of quantum computers which are now on the horizon.
QeM’s research and development programs have resulted in a strong patent portfolio which is described in this AIF. The Company will continue to invest in R&D to build additional patentable products in the future. QeM is also active to ensure it complies with all regulatory requirements and successfully obtained the prestigious ISO/IEC 27001:2022 certification. In 2025, QeM initiated steps to conduct FIPS 140-3 validation of its Quantum Crypto Module, a key milestone toward NIST certification.
The Company intends to continue to invest and build its business internally as well as through investments in promising companies and products as it has with Greybox and Krown. The Company’s target markets include cybersecurity, Internet of Things, datacenters, Blockchain, and cryptocurrencies and cover the following industries: healthcare, medical device and pharma, manufacturing, finance and government, and military.
QeM generated its first revenues from its partnerships with Greybox and Krown, receiving royalties as the partners-initiated sales late in the reporting year. QeM has ramped up commercial activity and intends to focus on commercialization in the upcoming year with revenues expected through royalties and potentially direct sales.
Principal Products or Services
QeM has two principal areas of focus: hardware and software. Currently, QeM has commercially ready software products, while its hardware products are in various stages of being developed. An exception is our entropy generator, that is deployed in the sense of it being used to generate entropy, which is distributed to customers over the internet.
Research and Development Activities related to Software Products and Services
Research and Development directed towards software products takes many forms including:
a) | Broadening the Scope of Application as well as Ease of Adoption of the System Development Kit (“SDK”) |
b) | Specialized applications – which in 2024 included Blockchain and AI assisted development |
c) | Work on post-quantum cryptography, which includes FIPS 203, 204 and 205 realizations. |
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Specifically:
FIPS 203 covers secure exchange of keys
FIPS 204 covers signing data with quantum resistant algorithms
FIPS 205 is an alternative scheme to FIPS 204
Research and Development Activities related to Hardware Products and Services
Following proof-of-concept work done in 2023, QeM was engaged in two main areas:
a) | Creating prototypes of high sensitivity, high frequency analog integrated circuits targeted to amplification of very low analog signals containing entropy information in the presence of noise sources. |
b) | Creating prototypes of high frequency mixed signal integrated circuits, targeted to the processing of analog signals, transforming these into signals suitable for cryptography. Such mixed signal circuitry involves both pdf shaping and interfaces to external system and includes self-test and interfaces to external digital controllers. |
c) | Research into new types of quantum tunneling devices – their miniaturization as well as their resistance to external (environmental) disturbances – including those found in space applications. |
Software Products
QeM has two principal software products, namely an Entropy distribution system, able to distribute Entropy as a Service (dubbed EAAS) and an SDK, designed to enable the efficient creation of highly secure digital communications. The Company began research in 2025 on developing two additional products i) CMOS to research miniaturization of circuits; and ii) Blockchain to create novel cryptocurrency Wallet architectures.
QeM’s Quantum Random Number Generator (QRNG)
QeM’s QRNG, able to generate high frequency entropy, whose underlying technology uses the Quantum Tunneling Effect. The QRNG uses patented technology and high frequency circuits to create Entropy of extreme high quality, reliability and at hereto unprecedented speed.
This is a device that produces truly random numbers using the fundamental principles of quantum mechanics. Unlike conventional pseudo-random generators that rely on algorithms and can be predicted or reproduced, QeM’s QRNG harnesses the inherent randomness of quantum phenomena—specifically the behavior of photons—to generate pure, unpredictable entropy.
The QRNG operates in real time, delivering high-speed, verifiable randomness ideal for applications in cryptography, secure communications, financial systems, and defense technologies. It can be deployed as a standalone hardware module or integrated into cloud and embedded systems through APIs, ensuring flexibility and scalability. By providing a reliable quantum source of entropy, QeM’s QRNG guarantees the integrity of encryption keys, authentication processes, and data protection mechanisms. It forms the foundation of QeM’s Entropy-as-a-Service platform, securing the digital world with quantum-grade randomness and uncompromising trust.
QeM’s System Development Kit (SDK)
The SDK contains an extensive library of functions, encompassing Symmetric and Asymmetric cryptography, the so-called quantum-safe key management (distribution) as well as a wide variety of helper primitives encompassing hashing, packaging, memory management and much more. This library of functions is constantly being enhanced to broaden the agility and ease of adoption of the SDK, thereby reducing the specialized knowledge necessary to apply it.
QeM’s SDK provides developers and system integrators with a powerful, flexible interface to access and utilize quantum-grade randomness within their applications. Designed to work seamlessly with QeM’s QRNG and EaaS
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platform, the SDK allows easy integration of true quantum entropy into cryptographic, IoT, fintech, and enterprise security systems.
The SDK supports multiple programming languages and operating environments, making it ideal for both cloud-based and on-premises deployments. Through simple APIs, developers can generate quantum-secure random numbers, initialize encryption keys, seed pseudo-random generators, and enhance security protocols with minimal effort.
QeM’s SDK emphasizes performance, security, and compliance. It includes built-in entropy validation, ensuring that data derived from quantum sources meets the highest statistical standards of unpredictability. Moreover, the SDK provides robust documentation, sample code, and test tools, enabling rapid integration and prototyping.
The Company continued research and development into the SDK in 2025, by extending its application scope and specifically in the areas of self-test and self-health monitoring, since the company expects that these areas will become very important in 2026 and beyond and to continue to embed quantum entropy directly into software workflows, allowing the SDK to help bridge the gap between cutting-edge quantum physics and real-world cybersecurity needs.
QeM’s Entropy-as-a-Service (EaaS) System
EAAS is a cybersecurity technology that provides organizations with access to true, quantum-generated randomness — the foundation of all secure cryptography. Unlike traditional pseudo-random number generators that rely on deterministic algorithms, QeM’s EaaS harnesses the inherent unpredictability of quantum mechanics to produce genuine entropy, ensuring the strongest possible cryptographic keys and data protection
Delivered as a cloud-based or on-premises service, EaaS integrates seamlessly into existing IT infrastructures, enabling secure key generation, encryption, authentication, and digital signing across diverse applications. By offloading the complexity of entropy generation to a dedicated quantum source, QeM empowers enterprises, government institutions, and IoT ecosystems to eliminate one of the most common vulnerabilities in cybersecurity — weak randomness.
QeM’s EaaS platform is built for scalability and compliance, offering API-based integration for developers and system architects. It ensures that every cryptographic operation starts with truly unpredictable input, dramatically reducing exposure to attacks such as key prediction, data breaches, and compromised communications.
In an era of increasing quantum threats, QeM’s EaaS represents a future-proof solution for securing digital infrastructure. It combines the precision of quantum physics with the flexibility of modern cloud delivery, making next-generation entropy accessible to any organization. Whether used to enhance enterprise encryption systems, strengthen blockchain protocols, or secure edge devices, QeM’s Entropy-as-a-Service establishes a new gold standard in randomness generation and cryptographic trust.
During the past year the Company focused on reliability aspects. This meant enhancing resiliency in the case of various failures including power supply or corruption of the data center servers. In 2026 it is expected that the Company will also be creating extensions to its EAAS product palette, responding to needs stemming from more flexible authorization mechanisms as well as online monitoring.
CMOS & Blockchain
In 2025 QeM worked with ÉTS in two main projects area: CMOS and Blockchain.
The CMOS work is related to miniaturize the current discrete QRNG system into a single CMOS chip, reducing PCB complexity and enabling integration with secure chips such as PUF and cryptographic processors. The plan includes three milestones: 1) Amplifier design, completed and tested, identified as the most critical component, 2) ADC and DAC design, completed, fabricated, and tested, 3) Full chip integration combining all components into a single CMOS IC. Current focus is on stabilizing the amplifier and validating integrated system performance for commercial readiness.
The Blockchain work is to integrate and validate QRNG-generated entropy with commercial applications such as blockchain cold wallets, secure key generation, and federated learning. Aim to enhance security using true
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hardware randomness. The plan is to define and prioritize use cases, develop APIs and integration interfaces, prototype implementations, validate security and performance. Key use cases include defense against backdoor attacks in federated learning, QRNG-based differential privacy for federated learning, decentralized randomness beacon, and MEV mitigation using VRF-seeded fair transaction ordering.
It is expected that the volume of this work will be greatly increased in 2026, 2027 timeframe, as the cooperation with Jmem Tek and an NRC funded project are intensified.
Intellectual Property
The Company protects its intellectual property through various strategies, including non-disclosure agreements and applying for patents, when appropriate. Currently, the Company has the following patents and patent applications.
Status of patents
First Patent Family:
Method for generating random numbers and associated random number generator
The 1st generation technology is the revolutionary technology which is at the origin of QeM. Several patents protect the exclusivity of this technology. In particular, two patents were obtained in the United States to fully cover the technology, and patents were also obtained in Australia, Brazil, Canada, China, Germany, Spain, Finland, France, Great Britain, Italy, India, South Korea, the Netherlands, Russia, Sweden and Thailand. QeM mandated a law firm to perform a very exhaustive novelty verification, including independent professional patent searches in three different jurisdictions, which provides an extraordinary level of confidence in the strength of these patents
Country | | Status |
United States | | Two patents were granted in the United States, including a first one granted on August 7, 2018, and a second granted on October 8, 2019. |
European Patent Office | | EPO granted the patent on February 19, 2020. The European Patent has been validated in several countries: Germany, Spain, Finland, France, Great-Britain, Italy, Sweden and the Netherlands. |
Australia, Brazil, Canada, China, India, Republic of Korea, Russia, Thailand | | Patent granted |
Second Patent Family:
Method and system for generating a random bit sample
The 2nd generation technology has a particular synergy with the 1st generation technology. Indeed, in practical applications, electronic elements such as amplifiers may impart classical noise into the quantum signal, which may make the signal not truly quantum, and thus not truly random. The 2nd generation technology provides means of extracting a purely random quantum signal as a quantum number source independently of the presence of classical noise. Several patents protect the exclusivity of this technology. In particular, two patents were obtained in the United States to fully cover the technology, and patents were also obtained in Australia, Germany, Spain, Finland, France, Great Britain, Indonesia, Italy, Japan, the Netherlands, Russia, Canada, China, India, South Korea and Sweden, and the patent application remains pending in Brazil and Thailand.
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European Patent Office | | EPO granted the patent on October 23, 2019. The European Patent has been validated in Germany, Spain, United Kingdom, Finland, France, Italy, Sweden and the Netherlands. |
United States | | Two patents were granted. |
Brazil, Thailand | | Patent pending |
Australia, Russia, Indonesia, Canada, China, India, Japan, South Korea | | Granted |
Third Patent Family:
System and Method for Generating a Random Number, and circuit for communicating an analog random signal
3rd generation technology harnesses the commercial availability and low costs of consumer electronics, such as audio processing hardware in particular, in quantum number generation, further democratizing the availability of truly random numbers.
| | |
Country | | Status |
United States | | Patent pending |
Cycles
QeM does not expect the development of its proprietary hardware and software to be subject to cyclical or seasonal forces.
Economic Dependence
QeM celebrated its first revenues in the past year based on royalties from its partners’ sales and will be dependent on the partners’ success to increase revenues over the next few years. However, by virtue of its strong balance sheet, QeM will be able to ramp up its spending on both R&D and commercial activities to generate additional opportunities that may provide additional revenues including direct sales in the near future.
The Company’s primary focus continues to lie in research and development and to build a strong commercial company, including a strong presence in the U.S. The Company does not currently hold any franchise, license, or other agreements pertaining to the use of patents, formulas, trade secrets, processes, or trade names that are indispensable to its operations.
Changes to Contracts
It is not expected that the business of the Company will be affected by the renegotiation or termination of contracts or sub-contracts in the current period.
Environmental Protection
In the current financial year and for the foreseeable future years, the Company anticipates no significant financial or operational effects stemming from environmental protection requirements. As QeM’s primary focus will continue to be on the development of hardware and software solutions, its operations are not expected to be subject to substantial environmental compliance obligations. The Company will remain vigilant to ensure that it complies with all environmental laws that affect its operations.
Employees
As of QeM’s most recent financial year end, it has a total of 13 employees or equivalent.
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Foreign Operations
QeM established a subsidiary, QeMA, in California on April 10, 2025. In addition, the Company engages consultants in Canada, Taiwan and the Philippines.
Lending and Grants
The Company does not have any dedicated investment policies or investment restrictions.
Bankruptcy and Similar Proceedings
There has been no bankruptcy, receivership, or similar proceedings initiated against the Company within the three most recently completed financial years.
Reorganizations
QeM has not undergone any reorganization in its last three years.
Social and Environmental Risks
The Company does not have any social or environmental policies.
RISK FACTORS
Readers should carefully consider all such risks, which include but are not limited to the following:
General Risks
Operational Reliance on Third-Party Providers and Partners
The Company relies upon independent third-party services providers. The Company’s operations could be interrupted or impaired if these third-party service providers or partners experience operational or other systems difficulties or failures, terminate their services, or fail to comply with regulations. Replacing vendors or addressing other issues with the Company’s third-party service providers or partners could entail significant delays, expense, and disruption of service. As a result, if the third-party service providers or partners experience difficulties, are subject to cybersecurity breaches, or terminate their services and the Company is unable to replace them with other service providers in a timely manner, the Company’s operations could be interrupted. If an interruption were to continue for a significant period, the Company’s business, financial condition, and results of operations could be adversely affected.
Competition
The Company will compete with other post-quantum cryptography and technology businesses, including other businesses focused on applying post-quantum cryptography to blockchain. Because its industry is evolving and characterized by technological change, it is difficult for the Company to predict whether, when and by whom new competing technologies may be introduced or when new competitors may enter the market. The Company faces increased competition from companies with strong positions in certain markets the Company intends to serve and in new markets and regions it may enter. Many of the Company’s competitors may have significantly more financial and other resources than the Company currently possesses and may spend significant amounts of resources to gain market share. The Company cannot assure investors that it will be able to compete effectively against current and future competitors. In addition, increased competition or other competitive pressures may result in price reductions, reduced margins or loss of market share, any of which could have a material adverse effect on the Company’s business, financial condition or results of operations. Competitors may be able to respond to new or emerging technologies and changes in customer requirements more effectively than the Company can, or devote greater resources to the development, promotion and sale of products than the Company can. Current and potential competitors may establish cooperative relationships among themselves or with third parties, including through mergers or acquisitions, to increase the ability of
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their products to address the needs of the Company’s prospective customers. If these competitors were to acquire significantly increased market share, it could have a material adverse effect on the Company’s business, financial condition or results of operations. The Company’s competitors may also establish or strengthen co-operative relationships with systems integrators, third-party consulting firms or other parties with whom the Company has relationships, thereby limiting its ability to promote its products.
If the Company is not able to differentiate its business from those of our competitors, drive value for customers or effectively align its financial and operations resources with its goals and objectives, it may not be able to compete effectively against its competitors. If the Company fails to compete effectively against its competitors, its business and profitability may be adversely affected.
Unexpected Market Disruptions
The Company may incur major losses in the event of disrupted markets and other extraordinary events in which market behavior diverges significantly from historically recognized patterns. The risk of loss in such events may be compounded by the fact that, in disrupted markets, many positions may become illiquid, making it difficult or impossible to close out positions against which markets are moving. Market disruptions caused by unexpected political, military and terrorist events, or other factors, may from time to time cause dramatic losses for QeM.
Limited Operating History
QeM has a limited history of operations and is in the early stage of development of its current product line. As such, QeM could be subject to many risks common to early-stage enterprises, including undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources, and lack of revenue. There is no assurance that QeM will achieve its operating goals. There is no assurance that QeM will be successful in achieving a return on shareholders’ investment and the likelihood of success must be considered in light of its early stage of operations. There can be no assurance that QeM will be able to earn material revenue or that any of its activities will generate positive cash flow.
Future Capital Requirements and Uncertainty of Additional Funding
The Company may require funding through debt or equity offering for its ongoing and future activities. There can be no assurance that QeM will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain additional financing could cause QeM to reduce or terminate its operations.
If additional funds are raised through further issuances of equity or securities convertible into equity, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences, and privileges superior to those of other QeM securityholders. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for QeM to obtain additional capital and to pursue business opportunities.
Litigation
QeM may be subject to litigation arising out of, or related to, its operations including defending its intellectual property rights. Damages claimed under such litigation may be material, and the outcome of such litigation may materially impact QeM’s operations and the value of its Common Shares. While QeM expects to assess the merits of any lawsuits and defend such lawsuits accordingly, it may be required to incur significant expense or devote significant financial and human resources to such defenses. In addition, the adverse publicity surrounding such claims may have a material adverse effect on QeM’s operations and its Common Shares.
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Dependence on Key Personnel
The success of QeM will, in part, be dependent upon the skill, judgment, industry relationships and expertise of the Board and management. The loss of a director or key management personnel may materially and adversely affect the business of QeM. There can be no assurance that these individuals will continue to be employed by, or remain involved with, QeM for a particular period of time.
The Company will rely on a limited number of key employees, consultants, and members of senior management and there is no guarantee that QeM will be able to retain such key employees, consultants and senior management. The loss of one or more of such key employees, consultants or members of senior management, if not replaced, could have a material adverse effect on QeM’s business, financial condition and prospects.
Ability to Generate Profits
There can be no assurance that QeM will generate net profits in future periods. Further, there can be no assurance that QeM will be cash flow positive in future periods. If QeM fails to achieve profitability in future periods, the value of its Common Shares may decline. In addition, if QeM is unable to achieve or maintain positive cash flows, QeM would be required to seek additional funding, which may not be available on favourable terms, if at all. This risk is a factor which indicates a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.
Compliance and Risk Management Programs
The Company’s ability to comply with applicable laws and rules will be largely dependent on the establishment and maintenance of compliance, review, and reporting systems, as well as the ability to attract and retain qualified compliance and other risk-management personnel, as needed. The Company cannot provide any assurance that its compliance policies and procedures will be effective or that it will be successful in monitoring or evaluating its risks. If there is any alleged non-compliance with applicable laws or regulations, The Company could be subject to investigations and judicial or administrative proceedings that may result in substantial penalties or civil lawsuits for damages, restitution or other remedies, which could be significant. Any of these outcomes, individually or together, may materially and adversely affect QeM’s reputation, financial condition and valuation, and the value of its Common Shares.
Market Risk for Securities
There can be no assurance that an active trading market for QeM’s shares will be sustained. The market price for the Company’s Common Shares may be subject to wide fluctuations. Factors such as government regulation, price fluctuations, share price movements of peer companies and competitors, as well as overall market movements, may have a significant impact on the market price of QeM’s securities. The stock market has on occasion experienced extreme price and volume fluctuations, which have often been unrelated to the operating performance of particular companies. Market forces may render it difficult or impossible for QeM to secure investors to purchase its securities at a price which will not lead to severe dilution to existing shareholders, or at all. In addition, shareholders may realize less than the original amount invested in dispositions of their Common Shares during periods of such market price decline.
Foreign Exchange Risk
The Company is a Canadian company, and most of its expenses and fundraising is done in Canadian dollars, but does purchase products and services in other currencies, particularly the US dollar. As a result, the Company is subject to foreign exchange risks relating to the relative value of the U.S. dollar as compared to the Canadian dollar. A decline in the U.S. dollar could result in a decrease in the real value of the Company’s revenues and adversely impact financial performance.
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Investment Risk
There is no assurance that QeM will achieve its investment objective. An investment may not earn any positive return and may result in the loss of some, or all of the capital invested.
Management of Growth
The Company has recently raised additional capital and expects to hire additional personnel. This growth would result in increased responsibility for QeM’s existing management, which will need to implement and improve its operational, financial and management information systems. There can be no assurance that QeM will be able to manage such growth effectively or that its management, personnel or systems will be adequate to support QeM’s operations.
Tax
No assurance can be given that new taxation rules will not be enacted, or existing rules will not be applied in a manner which could result in QeM being subject to additional taxation or which could otherwise have a material adverse effect on QeM’s results from operations and financial condition.
Dividends
QeM does not currently have plans to pay regular dividends on its Common Shares. Any declaration and payment of future dividends to holders of Common Shares will be at the sole discretion of QeM’s Board and will depend on many factors, including the financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations of QeM that the QeM Board deems relevant. Shareholders of QeM may not receive funds without selling their Common Shares.
Impact of Worldwide Geopolitical, Economic and Trade Conditions
Our performance is subject to worldwide economic conditions and global events, including trade, geopolitical, economic, social and environmental risks that may impact our operations. The current deterioration in general economic conditions and trade relationships, the current labour shortages and the rates of unemployment, persistent or increased inflation, supply chain or manufacturing disruptions, prospects of a recession and increased or volatile interest rates, may individually and/or collectively adversely affect customer spending and customer debt levels, and as a result, adversely affect our financial performance. Economic and geopolitical uncertainties, including Russia’s invasion of Ukraine, geopolitical tensions and war in the Middle East, and any new pandemic, may further amplify such risks. These geopolitical and macroeconomic risks are generally outside of our control and could impact our business, financial condition, or results of operations.
We are in the technology business and our products and services may be sold to customers globally. As such, we may be exposed to broader macroeconomic risks, including more specifically the ongoing rise in threatened and imposed tariffs, as well as threatened and imposed retaliatory tariffs and surtaxes between countries we operate in. While our products are currently exempt from tariffs, the imposition of tariffs or taxes or other levies targeting directly or indirectly technology or any of our products, and any future escalation in trade barriers more generally, may adversely impact our business and financial condition, increase the cost of our operations and reduce our competitive pricing as a result of cost pass-throughs. These factors may also reduce customer spending, delay project decisions or impact market demand generally.
Foreign Private Issuer Status
As a foreign private issuer, as such term is defined in Rule 405 under the U.S. Securities Act, we are permitted, under a multijurisdictional disclosure system adopted by the securities regulatory authorities in Canada and the U.S., to prepare our disclosure documents filed under the U.S. Securities Exchange Act of 1934, as amended (“U.S. Exchange Act”), in accordance with Canadian disclosure requirements. Under the U.S. Exchange Act, we are subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. As a result, we do not file the same reports that a
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U.S. domestic issuer would file with the SEC, including quarterly reports on Form 10-Q containing unaudited financial and other specified information and current reports on Form 8-K upon the occurrence of specified significant events, although we are required to file or furnish to the SEC the continuous disclosure documents that we are required to file in Canada under Canadian securities laws.
In relying on NYSE American rules that permit a foreign private issuer to follow the corporate governance practices of its home country, QeM is permitted to follow certain Canadian corporate governance practices instead of those otherwise required under the corporate governance standards for U.S. domestic issuers, except to the extent that such laws would be contrary to U.S. securities laws and provided that we disclose the significant differences between our corporate governance practices and the applicable corporate governance standards applicable to U.S. domestic issuers. As a result, the corporate governance standards applicable to us may be considerably different from the standards applied to U.S. domestic issuers and could provide less protection to shareholders than they would have under the NYSE American rules applicable to U.S. domestic issuers.
Further, as a foreign private issuer, we are exempt from a number of requirements under U.S. securities laws that apply to public companies that are not foreign private issuers. In particular, we are exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions, and our principal shareholders are exempt from the reporting provisions, contained in Section 16 of the U.S. Exchange Act. QeM is exempt from the provisions of Regulation FD, which prohibits the selective disclosure of material non-public information to, among others, broker-dealers and holders of a company’s securities under circumstances in which it is reasonably foreseeable that the holder will trade in our securities on the basis of the information.
Even though Canadian securities law requirements regarding the disclosure of material and non-public information by public companies are similar to U.S. securities law requirements and we voluntarily comply with Regulation FD, these exemptions and leniencies will reduce the frequency and scope of information and protections to which purchasers are entitled as investors.
Additionally, as permitted under the U.S. Exchange Act for foreign private issuers, we present our financial statements pursuant to International Financial Reporting Standards (“IFRS”), instead of pursuant to accounting principles generally accepted by the U.S. (“U.S. GAAP”) required of U.S. domestic issuers. There are, and there may in the future be, certain significant differences between IFRS and U.S. GAAP, including differences related to revenue recognition, intangible assets, share-based compensation expense, income tax and earnings per share. As a result, our financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those U.S. domestic issuers that prepare financial statements under U.S. GAAP.
Shareholders should not expect to receive the same information at the same time as such information is provided by U.S. domestic issuers. In addition, we have four months after the end of each fiscal year to file our Annual Information Form with the SEC and are not required under the U.S. Exchange Act to file quarterly reports with the SEC as promptly as U.S. domestic companies whose securities are registered under the U.S. Exchange Act would do.
We may take advantage of these exemptions under U.S. securities laws available to foreign private issuers until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held of record by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers or the majority of our directors are U.S. citizens or residents, (ii) more than 50% of our assets are located in the U.S. or (iii) our business is administered principally in the U.S. If we lose our foreign private issuer status, we would have to comply with U.S. federal proxy rules and other requirements, our officers and directors would become subject to the short-swing profit recovery provisions of Section 16 of the U.S. Exchange Act and principal shareholders
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would become subject to the reporting and short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements under the NYSE American rules as well as our ability under the Exchange Act to present our financial statements pursuant to IFRS instead of pursuant to U.S. GAAP.
Finally, on June 4, 2025, the SEC issued a concept release seeking public comment on whether to amend the current eligibility criteria for foreign private issuer status under the U.S. securities laws to better balance investor protection and capital formation. While no rule changes have been proposed yet, any future amendments could impact our eligibility to qualify as a foreign private issuer.
Enforceability of Civil Liabilities Against our Directors and Officers
QeM is governed by the Canada Business Corporations Act with our principal place of business in Canada. Most of our directors and officers reside in Canada or elsewhere outside the U.S. The majority of our assets and all or a substantial portion of the assets of these directors and officers may be located outside the U.S. Consequently, it may be difficult for investors who reside in the U.S. to effect service of process in the U.S. upon QeM or upon such persons who are not residents of the U.S., or to realize upon judgments of courts of the U.S. predicated upon the civil liability provisions of the U.S. federal securities laws. Similarly, some of QeM’s directors and officers may be residents of countries other than Canada and all or a substantial portion of the assets of such persons may be located outside Canada. As a result, it may be difficult for Canadian investors to initiate a lawsuit within Canada against these persons.
Internal Controls over Financial Reporting
Our disclosure controls and procedures and internal controls over financial reporting may fail to prevent certain material errors and fraud. A control system can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in control systems, no evaluation of controls can provide absolute assurance that all control issues within an organization are detected. The inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by individual acts of certain persons, by collusion of two or more people or by management override of the controls. Due to these inherent limitations, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all.
Any failure of our internal controls could have an adverse effect on our results of operations, harm our reputation and limit our ability to produce timely and accurate financial statements or comply with applicable regulations, causing investors to lose confidence in our reported financial information. If we are unable to implement any of the required changes to our internal control over financial reporting effectively or efficiently or are required to do so earlier than anticipated, it could adversely affect our operations, financial reporting and results of operations.
Business and Industry Risks
Reliance on Internally & Externally Built Software, Data and Intellectual Property
QeM’s business is dependent on internal and externally developed software, data, and intellectual property. Its operations may be severely and adversely affected by the malfunction of such technology.
Failure to protect the Company’s intellectual property could harm its ability to compete effectively. The Company is highly dependent on its ability to protect its proprietary technology. The Company intends to rely on a combination of copyright, trademark and trade secret laws, as well as non-disclosure agreements and other contractual provisions to establish and maintain its proprietary rights. The Company intends to protect its rights vigorously. However, there can be no assurance that these measures will, in all cases, be successful. Enforcement of the Company’s intellectual property rights may be difficult, particularly in some nations outside of North America in which the Company may seek to market its products. While U.S. and Canadian copyright
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laws, international conventions and international treaties may provide meaningful protection against unauthorized duplication of software, the laws of some foreign jurisdictions may not protect proprietary rights to the same extent as the laws of Canada or of the United States. The absence of internationally harmonized intellectual property laws makes it more difficult to ensure consistent protection of the Company’s proprietary rights. Software piracy has been, and is expected to be, a persistent problem for the software industry, and piracy of the Company’s products represents a loss of revenue to the Company. Despite the precautions the Company may take, unauthorized third parties, including its competitors, may be able to: (i) copy certain portions of its products; or (ii) reverse engineer or obtain and use information that the Company regards as proprietary. Also, the Company’s competitors could independently develop technologies that are perceived to be substantially equivalent or superior to the Company’s technologies. The Company’s competitive position may be materially adversely affected by its possible inability to effectively protect its intellectual property.
Third parties may challenge, invalidate, circumvent, infringe, or misappropriate our intellectual property rights, and such rights may be lost or no longer sufficient to permit us to take advantage of current market trends or to otherwise provide competitive advantages, which could result in costly redesign efforts or other competitive harm. Also, the Company’s competitors could independently develop technologies that are perceived to be substantially equivalent or superior to the Company’s technologies. The Company’s competitive position may be materially adversely affected by its possible inability to effectively protect its intellectual property. Moreover, third parties may infringe, misappropriate, or otherwise violate intellectual property rights owned or licensed by us and we may assert claims against such third parties to enforce, or determine the scope and enforceability of, our intellectual property rights, which could result in lengthy litigation or other proceedings and could cause a diversion of resources and may not prove successful. Such third parties could also counterclaim that any intellectual property rights we assert are invalid or unenforceable and if such counterclaims are successful, we could lose valuable intellectual property rights.
We also rely on trade secrets and proprietary know-how to protect our technology and their development and commercialization and rely in part on confidentiality agreements with partners, employees, independent contractors and consultants. However, we cannot guarantee that we have entered into such agreements with each party that has or may have had access to our trade secrets. Moreover, these agreements may be breached, and we may not have or be able to enforce adequate remedies for any such breach. There is also no guarantee that these agreements or other precautions will provide sufficient protection against any unauthorized access, use or misuse, misappropriation, counterfeiting, cloning, reverse engineering, or disclosure of any of our trade secrets, proprietary know-how and any other information or technology. Trade secrets can be difficult to protect and some courts inside and outside of Canada and the US are unwilling or less willing to protect trade secrets as compared to other forms of intellectual property. Defending against unauthorized access, use or misuse, misappropriation, counterfeiting, cloning, reverse engineering or disclosure of our technology, trade secrets, proprietary know-how and other intellectual property rights and technology may result in lengthy and expensive litigation or other proceedings with uncertain outcomes and cause significant disruption to our business and operations. If we are unable to obtain, maintain, protect, or effectively enforce our intellectual property rights, it could impact the development and commercialization of our products and use cases and have a material adverse effect on our business, financial condition, or results of operations.
Claims by Others that QeM has Infringed their Proprietary Technology
Our success depends, in part, on our ability to develop and commercialize our technologies without infringing, misappropriating or otherwise violating the intellectual property rights of third parties. However, we may not be aware that our products or technologies are infringing, misappropriating, or otherwise violating third-party intellectual property rights, and such third parties may bring claims alleging such infringement, misappropriation, or violation. Third parties may have obtained the issuance, or may eventually obtain the issuance of, patents or other intellectual property rights that could be infringed by our products or technology. Any of these third parties could make a claim of infringement against us with respect to our technology. We may also be subject to claims by third parties for breach of copyright, trademark, trade secrets or other
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intellectual property rights. When any such claims are asserted against us or against any customer of ours that seeks indemnification from our part, we may seek to license the third-party’s intellectual property rights, which could be expensive. We may be unable to obtain the necessary licenses on satisfactory terms, if at all. Any claim from third parties may result in a limitation on our ability to use the intellectual property subject to these claims. Even if we believe that intellectual property-related claims are without merit, defending against such claims is time-consuming and expensive, and could result in the diversion of the time and attention of our management and employees. Claims of intellectual property infringement also might require us to redesign affected technologies, enter into costly monetary settlement or license agreements, pay costly damage awards, or face a temporary or permanent injunction prohibiting us from operating certain of our technologies or operating our business as presently conducted. Even if we have an agreement for indemnification against such costs, the indemnifying party, if any in such circumstances, may be unable to uphold its contractual obligations.
We may also face an increasing risk of becoming subject to third-party claims and/or suits alleging the infringement, misappropriation, or violation of proprietary rights, in particular patent rights. This increase may be due to a combination of factors, among which the improvement of our product as well as the fact that we do not currently hold a large patent portfolio, which may create overlaps with existing technologies. It may also be due to the increase of specific patent holders, referred to as non-practicing entities, whose principal business is to purchase intellectual property assets and make infringement claims to alleged infringers. Although we are not aware that our proprietary technology has been patented by a third-party, some patents that may cover part of the processes used to develop our technology may have been issued to third-parties. Therefore, we could receive a claim alleging that our product infringes or violates intellectual property rights and subsequently incur substantial costs in enforcing our rights. We could also be involved in a claim and/or litigation for which we are required to provide indemnification. In such instances, we might be required to enter into a license agreement involving the right to use the technology at a significant cost or cease the use, selling and/or incorporation of the technology into our own product. We might also be required to provide substantial payments for indemnification of our customers, legal fees, settlement or other costs or damages. It could negatively affect our business, our brand, our financial condition, divert the attention of management and delay product and/or services enhancements.
We may be subject to adverse publicity or reputational harm, even if claims against us are later shown to be unfounded or unsubstantiated. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have an adverse effect on the price of our Common Shares. The award of damages, including material royalty payments, or the entry of an injunction against the operation of some or all of our technologies, or our entry into any license or settlement agreement in connection with such claims could affect our ability to compete with third parties and have a material adverse effect on our business, financial condition, and results of operations
Regulatory Risks.
Due to their global nature, blockchain-related technologies and encryption-related technologies are subject to regulatory fragmentation due to different treatment depending on jurisdiction. Certain governments have categorized certain blockchain technologies as illegal, while others have embraced their utility and have approved them for trade. Ongoing and/or future regulatory actions may have a substantial impact on QeM’s business operations.
The activities of the Company may be subject to regulation by governmental authorities. Achievement of the Company’s business objectives is contingent, in part, upon compliance with regulatory requirements enacted by these governmental authorities and obtaining all regulatory approvals, where necessary, for the sale of its products. The Company cannot predict the time required to secure all appropriate regulatory approvals for its products, or the extent of testing and documentation that may be required by governmental authorities. Any delays in obtaining or failure to obtain regulatory approvals would significantly delay the development of
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markets and products and could have a material adverse effect on the business, results of operations and financial condition of the Company. The effect of future regulatory change could materially and adversely affect the Company.
Insurance
QeM intends to insure its operations in accordance with technology industry practice. However, given the novelty of digital assets and associated businesses, such insurance may not be available, may be uneconomical for QeM, or the nature or level may be insufficient to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on QeM.
Cybersecurity Risks
Cyber incidents can result from deliberate attacks or unintentional events, and may arise from internal sources (e.g., employees, contractors, service providers, suppliers and operational risks) or external sources (e.g., nation states, terrorists, hacktivists, competitors and acts of nature). Cyber incidents include unauthorized access to information systems and data (e.g., through hacking or malicious software) for purposes of misappropriating or corrupting data or causing operational disruption. Cyber incidents also may be caused in a manner that does not require unauthorized access, such as causing denial-of-service attacks on websites (e.g., efforts to make network services unavailable to intended users). A cyber incident that affects QeM might cause disruptions and adversely affect its business operations and might also result in violations of applicable law (e.g., personal information protection laws), each of which might result in potentially significant financial losses and liabilities, regulatory fines and penalties, reputational harm, and reimbursement and other compensation costs. In addition, substantial costs might be incurred to investigate, remediate and prevent cyber incidents.
Given the highly evolving nature of cyber or other security threats or disruptions and their increased frequency, the impact of any future incident cannot be easily predicted, and the costs related to such threats or disruptions may not be fully insured or indemnified by other means. This is accentuated by the increasing geopolitical stressors. In addition, the digital transformation, and the adoption of emerging technologies, such as AI, deep fakes, quantum threats, use of automated techniques by adversaries and the increasing use of frontier cyber offensive techniques, call for continued focus and investment to manage our risks effectively.
DIVIDENDS
The Company has not declared or paid any cash dividends on its securities to date. The Company currently intends to retain any future earnings to fund the development and growth of its business and/or to pay down debt and do not currently anticipate paying dividends on Common Shares. Any determination to pay dividends in the future will be at the discretion of the Board and will depend on many factors, including, among others, the Company’s financial condition, current and anticipated cash requirements, contractual restrictions and financing agreement covenants, solvency tests imposed by applicable corporate law and other factors that the Board may deem relevant.
DESCRIPTION OF CAPITAL STRUCTURE
The Company is authorized to issue an unlimited number of Common Shares, of which there are 219,369,670 issued and outstanding as of the date of this AIF. Each Common Share entitles the holder thereof to one vote per Common Share at meetings of the shareholders of the Company, to receive dividends if, as and when declared by the board of directors of the Company and to receive pro rata the remaining property and assets of the Company upon its dissolution or winding-up. Shareholders have no pre-emptive rights, subscription or conversion rights.
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All Common Shares are of the same class with equal rights and privileges. Common Shares are not subject to future calls of assessments. The Corporation may issue additional Common Shares and options therefore from time to time on terms and conditions acceptable to the directors.
MARKET FOR SECURITIES
Trading Price and Volume
As of the date of this AIF, the Common Shares are listed and posted for trading on (i) the TSX Venture Exchange (“TSXV”) under the symbol “QNC”; (ii) the NYSE American under the symbol “QNC”; and (iii) the Frankfurt Stock Exchange under the symbol “34Q0”.
The following table sets forth the reported closing high and low prices and the aggregate volume of trading of Common Shares on the TSXV for each month of the most recently completed financial year:
Prior Sales
The following table sets forth the details regarding all issuances of the Company’s securities that are outstanding but not listed or quoted on the marketplace, including issuances of all securities convertible or exchangeable into Common Shares, during the most recently completed financial year:
Date of Issuance | Security | Number of | Exercise Price Per |
|---|---|---|---|
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Date of Issuance | Security | Number of | Exercise Price Per |
|---|---|---|---|
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL
RESTRICTIONS ON TRANSFER
The Company does not have any Common Shares that are subject to escrow or contractual restrictions.
DIRECTORS AND OFFICERS
Name, Occupation and Security Holdings
The following table sets out, as of the date of this AIF, the names of the directors and executive officers of the Company, the province or state, and country of residence of each such director and officer, their respective positions and offices held with the Company and their principal occupations during the last five years. The term of office of each of the directors expires at the next annual general meeting of shareholders or until their successor is elected or appointed.
Name, Province and Country of Residence | Date Elected or Appointed | Principal Occupations During Last |
|---|---|---|
Francis Bellido(1)(2) Quebec, Canada President & Chief Executive Officer and Director | December, 2020 | Aurakle Research Capital; CEO of Quantum eMotion Corp; |
Edward Lawrence Moore(3) Quebec, Canada Chief Technical Officer and Director | January, 2021 | President and CEO of Baystream Corporation and CTO of QeM |
Tullio Panarello(1)(3) Quebec, Canada Director | February, 2022 | VP and General Manager, Smiths Interconnect |
David Wayne Teeple(1)(2) Ontario, Canada Director | February, 2022 | Cybersecurity advisor, Phirelight |
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Name, Province and Country of Residence | Date Elected or Appointed | Principal Occupations During Last |
|---|---|---|
John Young(2) California, United States of America Chief Operating Officer of Quantum eMotion America Inc. and Director | June, 2024 | Cybersecurity Expert, IBM Cloud Division, Los Angeles, CA, and Candle Corp |
Marc Rousseau Quebec, Canada Chief Financial Officer | January, 2021 | President, LVR Capital Inc. |
(1) | Member of the Audit Committee. |
(2) | Member of the Compensation Committee |
(3) | Member of the Corporate Governance and Nominating Committee |
As of the date of this AIF, all directors and executive officers of QeM, as a group, beneficially own, directly or indirectly, or exercise control or direction over, 7,261,638 Common Shares, representing 3.31% of all outstanding Common Shares.
Biographies
Francis Bellido – Chief Executive Officer and Director. Dr. Bellido has over 36 years of international experience in Cybersecurity, Healthcare and Financial industries. He was the CEO of SoundBite Medical from 2018 to 2020 after serving as CFO from 2015 to 2018. From 2007 to 2014, he held several top executive positions in large, medium-sized and start-up companies. From 1999 to 2006, he managed a $300M life science investment fund (SGF-Santé) and contributed to the success of major companies such as Cryocath, IDI-GeneOhm, Draxis, Medicago, Atrium and Axcan Pharma. He also occupied several executive positions with Eli Lilly in the United States and Europe, including Strategic Asset Director, Global Business Unit Manager and Head of Regulatory Affairs. In addition to his corporate roles, he was Director of the Chair of Management in Bioindustry at the University of Quebec in Montreal, where he held the position of Invited Professor at the School of Management for 15 years. Dr. Bellido has served as Board Member and Director in more than 20 private and public companies. He currently sits on the boards of Diagnos (ADK.V), Magneceuticals (USA) and RegenLab (CH). He is also a former board member of DSM Biologics Company Inc., one of the world’s leading biopharmaceutical CMOs. He holds an MBA, an MSc in Pharmaceutical Sciences and a PhD in Sciences from the University of Geneva, Switzerland. He has also published over 40 original manuscripts and communications in peer-reviewed scientific journals.
Edward Larry Moore – Chief Technology Officer and Director. Dr. Moore brings relevant business knowledge and a significant network, developed during his 40-year tenure in the software, semiconductor and cybersecurity industries. Early in his career, Dr. Moore founded ANACAD, which developed software technology for integrated circuit (IC) design. ANACAD’s products were adopted globally for their application in IC design and utilized by major corporations such as Daimler, Toshiba, and SGS Thomson. The company was eventually sold to Mentor Graphics. Dr. Moore is currently President of Baystream, a company specializing in process automation and cloud-based solutions. Recently, Baystream developed automation solutions to deploy security-hardened systems to the Cloud that are focused on availability and compliance, strengthening its process automation offering and its key position in the market.
Tullio Panarello – Director. Mr. Panarello has served in several senior leadership roles over the past 25 years in many high-tech companies across the telecom, military, semiconductor, space, and sensor industries. His technical and market knowledge extends to the fields of lasers, optics, semiconductors, and quantum-based technologies. He is currently Vice President and General Manager at Smiths Interconnect in Montreal, Quebec,
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which acquired ReflexPhotonics, the company where he served as Executive President. Earlier in his career, he worked as Business Development Manager for PerkinElmer Canada before co-founding PyroPhotonics Lasers Inc., a company specializing in pulsed laser technology for material processing applications. He became CEO of PyroPhotonics until its sale to Electro Scientific Industries (ESI), where he later served as Divisional General Manager for the Laser Business Division.
David Wayne Teeple – Director. Mr. Teeple brings relevant technical and business knowledge and a significant network, which he developed during his 30-year tenure in telecommunications, information technology/management (IT or IM), and information security systems. During his years in the Canadian Military, as a Communications & Electronics Program/Project Management Officer, and in the Information Technology industry, he acquired experience in a wide variety of executive positions. He was the founder and CEO of Phirelight Security Solutions Inc., which was acquired in December 2018 by a large international company offering space and security engineering services and technologies. He is currently one of their Cybersecurity Advisors. He holds a degree in computer science from the University of Ottawa.
John Young – Director. Ever see the movie Catch Me If You Can? As a teenager, for three years John Young and his expert telecommunications systems mentor, the late D.F. Rooney, successfully hacked the AT&T network—until the FBI scared him straight into a 40-year cybersecurity career. The former network director of McDonnell Douglas’s $41 billion C-17 program, John later retired after decades at IBM and then became one of only 11 cybersecurity experts worldwide to earn all nine ISC2 certifications. Named to the board of directors at QeM in June 2024.
Marc Rousseau – Chief Financial Officer. Mr. Rousseau is the President of LVR Capital Inc. He began his professional career with Crédit Ford of Canada, where he acted as Director of Operations. In 2001, he joined the Business Development Bank of Canada as a Senior Business Development Manager, a position he held until LVR Capital was founded in September 2005. LVR is a consultation investment bank providing direct counsel to firms in their financing needs, mostly for debt financing. Since 2005, it has been instrumental in providing close to $200M to numerous companies, as well as being responsible for the restructuring and turnaround of several firms. At the same time, he pursued a military career from 1981 to 2004 as an infantry officer with the Canadian Forces. He commanded the Mount Royal Fusilliers Regiment from 1996 to 1999 and served in Bosnia as a Plans and Policy Team Leader at NATO Headquarters in Sarajevo. Mr. Rousseau has been a director of the National Film Board of Canada and of Iscope Corporation and has chaired the board of the Quebec Society for Disabled Children. He serves on the advising committee of Pilote Groupe Conseil and of RealByFake, and counsels other firms on their financial strategies. He is the President of La Fondation Les Fusiliers Mont-Royal and a member of Corporate Connections. He holds a Bachelor of Arts, Economics, from Concordia University.
Cease Trade Orders, Bankruptcies, Penalties or Sanctions
Cease Trade Orders
To the Company’s knowledge, no director or executive officer of the Company is, or during the ten years preceding the date of this AIF has been, a director, chief executive officer or chief financial officer of any company that:
(a)was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days while that person was acting in that capacity, or
(b)was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days that was issued after that person cease to act in such capacity but which resulted from an event that occurred while that person was acting in such capacity
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Bankruptcies
To the Company’s knowledge, no director or executive officer of the Company or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company is, at the date of this AIF, or has been, within 10 years before the date of the AIF, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
In addition, to the Company’s knowledge, no director or executive officer of the Company or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Corporation has, within the 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.
Penalties or Sanctions
Furthermore, to the knowledge of the Company, no director or executive officer of the Company or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision
Conflicts of Interest
There may from time to time be potential conflicts of interest to which some of the directors or officers of the Company will be subject in connection with the operations of the Company. Some of the individuals who are directors or officers of the Company are also directors and/or officers of other reporting and non-reporting issuers. Conflicts, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms, unless otherwise permitted by applicable laws. In accordance with applicable laws, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company.
AUDIT COMMITTEE DISCLOSURE
Audit Committee
The Audit Committee is composed of three members: David Wayne Teeple, Francis Bellido and Tullio Panarello. Each member is currently a director of the Corporation. All members of the Audit Committee are financially literate. within the meaning of Regulation 52-110 respecting Audit Committees (“Regulation 52-110”). Francis Bellido, Chief Executive Officer of the Company, and Wayne Teeple, are not independent. The Company has identified an additional independent director who is expected to be appointed to the Board and the Audit Committee in April 2026, in replacement of a current member of the Audit Committee, which is expected to result in a majority of the Audit Committee members being independent.
The Board has adopted a written charter for the Audit Committee which sets out the Audit Committee’s role of providing oversight of the Company’s financial management and of the design and implementation of an effective system of internal financial controls as well as to review and report to the Board on the integrity of the financial statements of the Company, its subsidiaries and associated companies. This includes helping directors meet their responsibilities, facilitating better communication between directors and the external auditor, enhancing the independence of the external auditor, increasing the credibility and objectivity of
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financial reports and strengthening the role of the directors by facilitating in-depth discussions among directors, management and the external auditor.
Relevant Education and Experience
Please refer to the biographies reported under “Directors and Officers – Name, Occupation and Security Holdings” in this AIF.
Reliance on Certain Exemptions
At no time since the commencement of the Corporation’s most recently completed financial year has the Corporation relied on exemptions in section 2.4 of Regulation 52-110 in relation to De Minimis Non-Audit Services, or an exemption from Regulation 52-110, in whole or in part, granted under Parts 6 and 8 of Regulation 52-110, other than the exemption granted under Section 6.1 of Regulation 52-110, which exempts venture issuers from the requirements of Part 3 (Composition of Audit Committee) and Part 5 (Reporting Obligations).
Audit Committee Oversight
At no time since the commencement of the Company’s most recently completed financial year was there a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.
Pre-Approval Policies and Procedures
The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as set out in the Audit Committee charter of the Company. The full text of the Company’s Audit Committee charter is disclosed in Appendix “A” to this AIF.
External Auditor Service Fees
The aggregate fees billed by the Company’s external auditors in each of the last two fiscal years are as follows:
| 2025 Fiscal Year ($) | 2024 Fiscal Year ($) |
Audit fees | 95,000 | 85,000 |
Audit-related fees (1) | 10,000 | 6,300 |
Tax fees (2) | 20,000 | 5,000 |
Other fees | - | - |
Total | 125,000 | 96,300 |
Notes:
(1) | These fees include the fees and disbursements for services reasonably related to the performance of the audit of the Company’s financial statements not reported under “Audit Fees”. |
(2) | These fees represent the aggregate fees and disbursements for the service related to tax compliance and tax advice including preparing tax returns for the US-based subsidiary. |
PROMOTERS
No person is or has been within the two financial years immediately preceding the date hereof, or during the current financial year, a Promoter of the Company.
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INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
No director, executive officer or principal shareholder of the Company, or any associate or affiliate of the foregoing, has had any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year prior to the date of this AIF that has materially affected or will materially affect the Company.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
Legal Proceedings
There are no actual or pending legal proceedings material to the Company that the Company is or was a party to, or that any of its property is or was the subject of, since the beginning of the Company’s most recently completed financial year. In addition, the Company is not currently aware of any such legal proceedings being contemplated.
Regulatory Actions
During the fiscal year ended December 31, 2025 and as of the date hereof, there have been no penalties or sanctions imposed against the Company (a) by a court relating to securities legislation or by a securities regulatory authority or (b) by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision in the Company.
The Company has not entered into any settlement agreements with a court relating to securities legislation or with a securities regulatory authority during the fiscal year ended December 31, 2025 and as of the date hereof.
AUDITORS, TRANSFER AGENT AND REGISTRAR
The auditor of the Company is Richter S.E.N.C.R.L./L.L.P.
The Company’s register and transfer agent is Computershare Investor Services Inc. at its office located at 650 Boulevard De Maisonneuve Ouest, 7e étage Montréal (Québec) H3A 3T2.
MATERIAL CONTRACTS
Except as mentioned below and in the Company’s audited annual consolidated financial statements and related management’s discussion and analysis for its most recently completed financial year, and other than contracts entered into in the ordinary course of business, the Company has not entered into any material contract since the beginning of the last financial year ended December 31, 2025 or entered into prior to such date, but which are still in effect, and which are required to be filed under NI 51-102.
On February 27, 2026, the Company entered into an agreement to acquire key technology assets through the acquisition of 100% of the issued and outstanding shares of SKV, a California-based cybersecurity company. The assets include the SecureKey™ platform developed and commercialized by Jet Lab Technologies Inc. and held by SKV. In consideration, QeM will make milestone-based earn-out payments of up to C$7,000,000, payable at QeM’s election in cash, Common Shares, or a combination thereof. QeM will also pay royalties of up to $15,000,000, subject to specified sales thresholds, on products incorporating the SecureKey™ technology for a term of up to five years. The earn-out payments will be contingent upon the achievement of defined technical and integration milestones centered on the successful realization of the combined Sentry-Q + SecureKey™ full-stack quantum-resilient security architecture.
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INTEREST OF EXPERTS
The Company’s external auditor for the year ended December 31, 2025, was Richter S.E.N.C.R.L. /L.L.P. which has advised the Company that it is independent of the Company in accordance with the Code of Professional Conduct of the Chartered Professional Accountants of Quebec.
ADDITIONAL INFORMATION
Additional information relating to the Company may be found under the Company’s profile on SEDAR+ at www.sedarplus.ca.
Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of securities of the Company and securities authorized for issuance under equity compensation plans, may be found in the Company’s Management Information Circular, which is also available on the Company’s profile on SEDAR+ at www.sedarplus.ca.
Additional financial information is provided in the Company’s audited annual consolidated financial statements and the management’s discussion and analysis for its most recently completed financial year.
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APPENDIX “A”
Quantum eMotion Corp.
(the “Corporation”)
AUDIT COMMITTEE CHARTER
The following charter is adopted in compliance with Regulation 52-110 respecting Audit Committees (“52-110”).
1. | COMPOSITION |
The Committee shall be comprised of at least three directors as determined by the Board. The majority of the members of the Committee shall be independent, within the meaning of 52-110.
At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee shall be financially literate.
For the purposes of this charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Corporation’s financial statements.
The appointment of members to the Committee shall take place annually at the first meeting of the Board after a meeting of shareholders at which directors are elected. If the appointment of members of the Committee is not so made, the directors who are then serving as members of the Committee shall continue to serve as members until their successors are validly appointed. The Board may appoint a member to fill a vacancy that occurs in the Committee between annual elections of directors.
Unless a chairman is appointed by the Board, the members of the Committee may designate a chairman by a majority vote of all Committee members.
2. | MEETINGS AND PROCEDURES |
The Committee shall meet at least annually, or more frequently if required.
At all meetings of the Committee, every item brought to resolution shall be decided by a majority of the votes cast. In the case of an equality of votes, the chairman shall not be entitled to a second vote.
Quorum for meetings of the Committee shall be a majority of its members and the rules for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those governing meetings of the Board.
The powers of the Committee may be exercised at a meeting at which a quorum of the Committee is present in person or by telephone or other electronic means or by a resolution signed by all members entitled to vote on that resolution at a meeting of the Committee.
Each member (including the chairman of the Committee) is entitled to one vote in Committee proceedings.
The Committee may meet separately with senior management and may request that any member of the Corporation’s senior management or the Corporation’s outside counsel or independent auditors to attend meetings of the Committee or other meetings with any members of, or advisors to, the Committee.
Furthermore, the Committee has the authority to hire the services of outside advisors, from time to time, when it is necessary to do so for carrying out its mandate.
The Committee shall, at the meeting of the Board following its own meeting, report to the directors on its work, activities and recommendations.
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3. | DUTIES AND RESPONSIBILITIES |
The following are the general duties and responsibilities of the Committee:
3.1 | Financial Statements and Disclosure Matters |
3.1.1 | Review the Corporation’s financial statements, management’s discussion and analysis and any press releases regarding annual and interim (as required by the Board) profit or loss, before the Corporation publicly discloses such information; |
3.2 | Independent Auditors |
3.2.1 | recommend to the Board the selection and, where applicable, the replacement of the independent auditors to be appointed annually as well the compensation of such independent auditors; |
3.2.2 | determine that the independent auditors appointed are a Public Accounting Firm that has entered into a Participation Agreement as such terms are defined in Regulation 52-108 respecting Auditor Oversight and that at the time of their report on the annual financial statements of the Corporation, they are in compliance with any restrictions or sanctions imposed by the Canadian Public Accountability Board; |
3.2.3 | oversee the work and review annually the performance and independence of the independent auditors; |
3.2.4 | on an annual basis, review and discuss with the independent auditors all significant relationships they may have with the Corporation that may impact their objectivity and independence; |
3.2.5 | consult with the independent auditors about the quality of the Corporation’s accounting principles, internal controls and the completeness and accuracy of the Corporation’s financial statements; |
3.2.6 | review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former independent auditors of the Corporation; |
3.2.7 | review the audit plan for the year-end financial statements and intended template for such statements; |
3.2.8 | review and pre-approve all audit and audit-related services and the fees and other compensations related thereto, as well as any non-audit services provided by the independent auditors to the Corporation or its subsidiary entities. The pre-approval requirement is satisfied with respect to the provision of non-audit services if: |
3.2.8.1 | the aggregate amount of all such non-audit services provided to the Corporation constitutes no more than 10% of the total amount of fees paid by the Corporation and its subsidiary entities to its independent auditors during the fiscal year in which the non-audit services are provided; |
3.2.8.2 | such services were not recognized by the Corporation or its subsidiary entities as non-audited services at the time of the engagement; and |
3.2.8.3 | such services are promptly brought to the attention of the Committee by the Corporation and approved, prior to the completion of the audit, by the Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Committee. |
3.2.9 | The Committee may delegate to one or more independent members of the Committee the aforementioned authority to pre-approve non-audited services, provided the pre-approval of the |
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non-audit services is presented to the Committee at its first scheduled meeting following such approval.
3.3Financial Reporting Processes
3.3.1 | review with management, in consultation with the independent auditors, the integrity of the Corporation’s financial reporting process, both internal and external; |
3.3.2 | consider the independent auditor’s judgments about the quality and appropriateness of the Corporation’s accounting principles as applied in its financial reporting; |
3.3.3 | consider and report to the Board changes to the Corporation’s auditing and accounting principles and practices as suggested by the independent auditors and management; |
3.3.4 | review any significant disagreement among management and the independent auditors in connection with the preparation of the financial statements; |
3.3.5 | review, with the independent auditors and management, the extent to which changes and improvements in financial or accounting practices have been implemented; |
3.3.6 | establish procedures for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters and the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters. |
3.4 | Risk Management |
3.4.1 | oversee the identification, prioritisation and management of the risks faced by the Corporation; |
3.4.2 | direct the facilitation of risk assessments and measurement to determine the material risks to which the Corporation may be exposed and to evaluate the strategy for managing those risks; |
3.4.3 | monitor the changes in the internal and external environment and the emergence of new risks; |
3.4.4 | review the adequacy of insurance coverage; |
3.4.5 | monitor the procedures to deal with and review disclosure of information to third parties insofar as these disclosure represent a risk for the Corporation. |
A-3
Independent Auditor’s Report
To the Shareholders of
Quantum eMotion Corp.
Opinion
We have audited the consolidated financial statements of Quantum eMotion Corp. (the Company), which comprise the consolidated statements of financial position as at December 31, 2025 and 2024, and the consolidated statements of loss and comprehensive loss, consolidated statements of changes in shareholders’ equity, and consolidated statements of cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies (hereinafter referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matter described below to be the key audit matter to be communicated in our auditor’s report.
MONTRÉAL | TORONTO | CHICAGO | |||
| | | | | |
1981 McGill College | 181 Bay St., #3510 | 200 South Wacker Dr., #3100 | |||
RICHTER.CA
RICHTER BUREAU FAMILIAL | D’AFFAIRES
RICHTER BUSINESS | FAMILY OFFICE
Fair value of investments at fair value through other comprehensive income
Description of the matter
The Company’s investments at fair value through other comprehensive income were $2,748,997 as of December 31, 2025. As disclosed by management, the measurement of fair value is a calculation that involves a high degree of uncertainty and involves assumptions such as discount rate, future cash flows, attainment of certain milestones and inherent credit risk.
Why the matter is a key audit matter
We considered this a key audit matter due to:
| ● | The significant judgment required by management when selecting assumptions; |
| ● | A high degree of auditor judgment and subjectivity in performing procedures related to management’s assumptions for future cash flows and the attainment of certain milestones; and |
| ● | The audit effort involved the use of professionals with specialised skill and knowledge. |
How the matter was addressed in the audit
Our approach to addressing the matter included, among others, testing management process for estimating the fair value, which consisted of using professionals with specialized skill and knowledge to:
| ● | Review the valuation methodology; |
| ● | Test management’s process for determining the forecasted future cash flows used to evaluate the fair value; |
| ● | Evaluate the reasonableness of forecasts by comparing the Company’s plans to industry and economic trends; |
| ● | Evaluate whether the data and assumptions used were reasonable by considering past performance, industry and market data, and whether assumptions were consistent with evidence obtained in our audit; and |
| ● | Perform sensitivity analysis on the significant data and assumptions used. |
Information Other than the Financial Statements and Auditor’s Report Thereon
Management is responsible for the other information. The other information comprises the information, other than the financial statements and our auditor’s report thereon, in Management’s Discussion and Analysis filed with the relevant Canadian Securities Commissions.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.
RICHTER BUREAU FAMILIAL | D’AFFAIRES
RICHTER BUSINESS | FAMILY OFFICE
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
| ● | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. |
| ● | Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. |
| ● | Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
RICHTER BUREAU FAMILIAL | D’AFFAIRES
RICHTER BUSINESS | FAMILY OFFICE
| ● | Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Shawn Rozansky.
Montréal, Québec
March 30, 2026
1CPA auditor, public accountancy permit No. A125745
QUANTUM eMOTION CORP.
Consolidated Statements of Financial Position
As at December 31, 2025 and 2024
(in Canadian dollars)
| | Notes | | 2025 | | 2024 |
| | | | $ | | $ |
Assets | | | | | | |
Current assets: |
| | | | | |
Cash | | | | | | |
Accounts receivable |
| 17 | | | | — |
Tax credits receivable |
| 11 | | | | |
Taxes receivable | | | | | | |
Prepaid expenses and other | | | | | | |
Investments |
| 4 | | | | |
| | | | | | |
Non-current assets |
| | | | | |
Investments |
| 4 | | | | — |
Property and equipment |
| 5 | | | | — |
Right-of-use asset |
| 7 | | | | — |
Intangible assets |
| 6 | | | | |
Total Assets | | | | | | |
| | | | | | |
Liabilities and Shareholders’ Equity |
| | | | | |
Current liabilities: |
| | | | | |
Accounts payable and accrued liabilities | | | | | | |
Lease liability |
| 8 | | | | — |
Total current liabilities | | | | | | |
Non-current liabilities: |
| | | | | |
Lease liability |
| 8 | | | | — |
Loan payable |
| 10 | | — | | |
Total liabilities | | | | | | |
| | | | | | |
Shareholders’ Equity |
| | | | | |
Share capital |
| 12 | | | | |
Units to be issued |
| 12 | | — | | |
Warrants |
| 12 | | | | |
Contributed surplus |
| 12 | | | | |
Fair value reserve |
| 15 | | | | — |
Deficit | | | | ( | | ( |
| | | | | | |
Total Liabilities and Shareholders’ Equity | | | | | | |
See accompanying notes to consolidated financial statements.
Approved on behalf of the Board:
“Francis Bellido” | | |
Francis Bellido | | CEO |
| | |
“Marc Rousseau” | | |
Marc Rousseau | | CFO |
1
QUANTUM eMOTION CORP.
Consolidated Statements of Loss and Comprehensive Loss
As at December 31, 2025 and 2024
(in Canadian dollars)
| | Notes | | 2025 | | 2024 |
| | | | $ | | $ |
Revenues |
| 16 | | | | — |
Expenses |
| | | | | |
Research and development |
| 12 | | | | |
General and administrative |
| 12 | | | | |
Marketing |
| 12 | | | | |
Share-based payments |
| 12,13 | | | | |
| | | | | | |
| | | | | | |
Other items |
| | | | | |
Amortization and depreciation |
| 5,6 | | | | |
Net financial (income) expense |
| 14 | | ( | | |
| | | | ( | | |
Net loss |
| | | | | |
| | | | | | |
Other comprehensive income |
| | | | | |
Gain on equity instrument designated at fair value through other comprehensive income |
| 4 | | | | — |
| | | | | | |
Total comprehensive loss |
| | | | | |
| | | | | | |
Basic and diluted loss per share |
| | | | | |
| | | | | | |
Weighted average number of common shares |
| | | | | |
See accompanying notes to consolidated financial statements.
2
QUANTUM eMOTION CORP.
Consolidated Statements of Changes in Shareholders’ Equity
As at December 31, 2025 and 2024
(in Canadian dollars)
| | | | | | | | | | | | | | | | Fair value | | | |
|
| | | | | | | | | | | | | | | | reserve of | | | |
|
| | | | | | Number of | | | | | | | | | | financial | | | |
|
| | | | Number of | | shares to be | | | | Units to be | | | | Contributed | | asset at | | | | Total |
| | Notes | | shares | | issued | | Share capital | | issued | | Warrants | | surplus | | FVOCI | | Deficit | | equity |
| | | | | | | | $ | | $ | | $ | | $ | | $ | | $ | | $ |
Balance as of December 31, 2024 |
| |
| |
| | | |
| |
| |
| |
| — |
| ( |
| |
Units issuance |
| 12 |
| |
| ( | | |
| ( |
| |
| — |
| — |
| — |
| |
Units issuance costs |
| 12 |
| — |
| — | | ( |
| — |
| — |
| — |
| — |
| — |
| ( |
Share-based payments |
| 12 |
| — |
| — | | — |
| — |
| — |
| |
| — |
| — |
| |
Exercise of options |
| 12 |
| |
| — | | |
| — |
| — |
| ( |
| — |
| — |
| |
Exercise of warrants |
| 12 |
| |
| — | | |
| — |
| ( |
| — |
| — |
| — |
| |
Total comprehensive loss |
| |
| — |
| — | | — |
| — |
| — |
| — |
| |
| ( |
| ( |
Balance as of December 31, 2025 |
| |
| |
| — | | |
| — |
| |
| |
| |
| ( |
| |
| | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2023 |
| |
| |
| — | | |
| — |
| — |
| |
| — |
| ( |
| |
Units issuance |
| 12 |
| |
| — | | |
| — |
| |
| — |
| — |
| — |
| |
Units issuance costs |
| 12 |
| — |
| — | | ( |
| — |
| — |
| — |
| — |
| — |
| ( |
Share-based payments |
| 12 |
| — |
| — | | — |
| — |
| — |
| |
| — |
| — |
| |
Exercise of options |
| 12 |
| |
| — | | |
| — |
| — |
| ( |
| — |
| — |
| |
Exercise of warrants |
| 12 |
| |
| | | |
| |
| ( |
| — |
| — |
| — |
| |
Total comprehensive loss |
| |
| — |
| — | | — |
| — |
| — |
| — |
| — |
| ( |
| ( |
Balance as of December 31, 2024 |
| |
| |
| | | |
| |
| |
| |
| — |
| ( |
| |
See accompanying notes to consolidated financial statements.
3
QUANTUM eMOTION CORP.
Consolidated Statements of Cash Flows
As at December 31, 2025 and 2024
(in Canadian dollars)
| | Notes | | 2025 | | 2024 |
| | | | $ | | $ |
Operating Activities |
| | | |
| |
Total comprehensive loss |
| | | ( |
| ( |
Adjustments to total comprehensive loss for non-cash items |
| | | |
| |
Share-based payments |
| 12 | | |
| |
Amortization |
| 5,6 | | |
| |
Accretion expense |
| | | — |
| |
Lease interest |
| 5 | | |
| — |
Change in fair value of investments |
| | | ( |
| |
Net changes in non-cash working capital items |
| | | |
| |
Taxes receivable |
| | | ( |
| |
Accounts receivable |
| 17 | | ( |
| |
Prepaid expenses and other |
| | | ( |
| |
Accounts payable and accrued liabilities |
| | | |
| |
| | | | ( |
| ( |
| | | | | | |
Investing Activities Acquisition of property and equipment |
| 4 | | ( |
| — |
Purchase of non-current investments |
| 4 | | ( |
| ( |
Purchase of investments |
| 4 | | ( |
| |
| | | | ( |
| |
| | | | | | |
Financing Activities |
| | | |
| |
Proceeds from issuance of shares |
| 12 | | |
| |
Proceeds from issuance of warrants |
| 12 | | |
| |
Share issuance costs |
| 12 | | ( |
| ( |
Proceeds from exercise of options |
| 12 | | |
| |
Proceeds from exercise of warrants |
| 12 | | |
| |
Lease payments |
| 8 | | |
| — |
Repayment of loan |
| 10 | | ( |
| — |
| | | | |
| |
| | | | | | |
Increase (decrease) in cash |
| | |
| ||
Cash, beginning of year |
| | | |
| |
| | | | | | |
Cash, end of year |
| | | |
| |
See accompanying notes to consolidated financial statements.
4
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
1.Nature of operations
Quantum eMotion Corp. (the “Company”) was incorporated under the Business Corporations Act of Ontario on July 19, 2007.
The head office, principal address and records office of the Company are located at 2300 Alfred Nobel, bureau 209, Montreal, Qc, H4S 2A4. The Company is a developer of a new generation of quantum-based cryptographic solutions pursuant to the development of intellectual property and subsequent commercialization of cybersecurity solutions.
2.Basis of preparation
These Consolidated financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”) on a going-concern basis, which contemplates that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the next year.
Statement of compliance
These financial statements have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board (“IASB”).
The Board of Directors approved and authorized these financial statements on March 30, 2026.
Basis of measurement
These financial statements have been prepared on a historical cost basis, except for:
| ● | Investments which are measured at fair value; and |
| ● | Stock-based compensation, which is measured at fair value at grant date pursuant to IFRS 2, Share-Based Payment. |
Use of judgments and estimates
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Key sources of estimation uncertainty include the fair value of investments not quoted in an active market (note 4), recognition and measurement of investments tax credit (note 11) and accounting for share-based payments and valuation of warrants, which require determining the most appropriate inputs to the valuation model as discussed in note 12 (b) and (c).
While management believes that these estimates and judgments are reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.
5
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
3.Summary of material accounting policies
Presentation of the consolidated financial statements
The consolidated financial statements include the accounts of the Company and its subsidiaries as at December 31, 2025.
Name | | Description | | Participation |
| | | | |
Quantum eHealth Inc. | | Development and commercialization of healthcare applications | | |
Quantum eMotion America Inc. | | Development and commercialization in the US cybersecurity space | |
Material accounting policies
The Company’s material accounting policies are outlined below and have been applied consistently to all years presented.
(a) Foreign currency
The Company’s functional currency is the Canadian dollar. Transactions in foreign currencies are translated into the functional currency of the Company at exchange rates prevailing at the transaction dates (spot exchange rates). Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate as at December 31.
Non-monetary items that are measured at historical cost are translated using the exchange rate at the date of the transaction. Translation gains and losses are recognized in the statement of net loss.
(b) Investments
Investments consist of highly liquid short-term interest-bearing securities readily available to convert into cash, investments that are non-redeemable with non-current maturities and investments in non-listed equity instruments.
(c) Share-based payments
The Company grants stock options to employees and non-employees to exercise common shares of the Company. The Board of Directors grants such options for periods of up to
The fair value of the options granted to employees is measured at grant date, using the Black-Scholes option pricing model, and is recognized over the vesting period. The fair value of both employee and non-employee options is recognized as an expense with a corresponding increase in contributed surplus. The amount recognized as expense is adjusted to reflect the number of share options expected to vest. When options are exercised, the related amount in contributed surplus is transferred to share capital.
The fair value of options granted to non-employees is recognized and measured at the date the goods and services are received based on the fair value of such goods and services. If it is determined that such goods and services received cannot be reliably measured, the share-based payment is measured at the fair value of the equity instruments using the Black-Scholes option pricing model.
6
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
3.Summary of material accounting policies (cont’d)
(c) Property and equipment
The Company depreciates the cost of property and equipment over their estimated useful lives using the declining balance of computer equipment over
(d) Intangible assets
Intangible assets acquired separately are measured on initial recognition at fair value. Following initial recognition, intangible assets with finite useful lives are carried at cost less any accumulated amortization and accumulated impairment losses, if any. The Company amortizes its intangible assets on a straight-line basis over the life of the license which is
At each reporting date, the Company assesses whether there is an indication that the intangible assets are impaired. Intangible assets with indefinite useful lives or those not yet available for use are reviewed for impairment at least annually or more frequently if circumstances such as significant declines in expected sales, earnings or cash flows indicate that it is more likely than not that the asset might be impaired.
(e) Impairment of non-current assets
An impairment is recognized when the carrying amount of an asset, or its cash generating unit (“CGU”), exceeds its recoverable amount. The recoverable amount is the greater of the asset’s/CGU’s fair value less costs of disposal and value in use. The carrying amount of the intangible assets are reduced by this amount. Impairment losses are reversed in subsequent periods only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, had
(f) Leases
Under IFRS 16 – Leases, the Company recognizes a right-of-use asset and a lease liability at the lease commencement date for leases greater than 12 months. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. Right-of-use assets are subsequently depreciated over the remaining term of the lease and are carried at cost less accumulated depreciation and impairment. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate.
Lease liabilities are subsequently reduced by lease payments net of interest expense calculated using the effective interest method. The Company has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease. The termination of the lease is accounted for as a decrease in the scope of the lease with remaining lease liability and right-of-use assets derecognized and any gain or loss relating to the termination is recognized in the consolidated statements of operations and comprehensive loss.
7
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
3.Summary of material accounting policies (cont’d)
(g) Research and development expenditures
Development activities involve a plan or design for the production of new or substantially improved products and processes. Development costs are capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Expenditures that are capitalized may include the cost of materials and services, direct labour and overhead costs that are directly attributable to preparing the asset for its intended use. Other development expenditures are recognized in the statement of operations and comprehensive loss as incurred.
Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in profit or loss when incurred.
(h) Loss per share
Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed similar to basic loss per share using the treasury stock method whereby the weighted average number of shares outstanding is increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods. The diluted loss per share is equal to the basic loss per share where the effect of stock options and warrants is antidilutive as it would decrease loss per share.
(I) Financial instruments
| i) | Classification |
The following table shows the classification and measurement bases of the Company’s financial instruments under IFRS 9:
Financial Assets/Liabilities | | Classification and Measurement |
Cash | | Financial assets at amortized cost |
Accounts receivable | | Financial assets at amortized cost |
Investments | | Amortized costs and Fair value through other comprehensive income |
Accounts payable and accrued liabilities | | Financial liabilities at amortized cost |
Loan payable | | Financial liabilities at amortized cost |
The Company determines the classification of financial assets at initial recognition. The classification of its instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics.
Equity instruments that are held for trading (including all equity derivative instruments) are classified as Fair value through profit and loss (“FVTPL”). For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them at fair value through other comprehensive income (“FVOCI”). Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has opted to measure them at FVTPL.
8
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
3.Summary of material accounting policies (cont’d)
| ii) | Measurement |
Financial assets and liabilities at FVTPL
Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss and comprehensive loss in the period in which they arise. Fair value of the investments is determined based on prices on the stock exchange on the relevant valuation date. Where the Company has opted to recognize financial liability at FVTPL, any changes associated with the Company’s own credit risk will be recognized in other comprehensive loss.
| iii) | Impairment of financial assets at amortized cost |
The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to twelve months’ expected credit losses. The Company recognizes in the statement of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss-allowance at the reporting date to the amount that is required to be recognized.
| iv) | Fair value hierarchy |
IFRS 7 Financial Instruments: Disclosures require classification of fair value measurements using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The levels of the fair value hierarchy are defined as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Inputs for assets or liabilities that are not based on observable market data.
(g) Equity
Proceeds from unit placements are allocated between share capital and warrants issued. The fair value of the warrants is determined using the Black-Scholes pricing model.
9
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
3.Summary of material accounting policies (cont’d)
(h) Revenue Recognition
The Company’s accounting policy for revenue recognition under IFRS 15, Revenue from Contracts with Customers, follows a five-step model to determine the amount and timing of revenue to be recognized: 1. Identifying the contract with a customer; 2. Identifying the performance obligations within the contract; 3. Determining the transaction price; 4. Allocating the transaction price to the performance obligations; and 5. Recognizing revenue when/as performance obligation(s) are satisfied. Revenue is recognized when or as the associated performance obligations are delivered and based on the expected consideration to be received. The Company generates revenues from licensing the right to use the Company’s intellectual property. The fees that are outlined in the agreement are recognized when the Company’s obligations have been performed. For licenses with multiple performance obligations, the Company will identify specific distinct goods and services and will recognize revenue when the performance obligations for each distinct good or service have been performed. The Company also analyzes its collaboration arrangements to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. The Company assesses whether there are any elements of the collaboration that are more reflective of a vendor-customer relationship and is therefore within the scope of IFRS 15. For these elements of the arrangement that are accounted for pursuant to IFRS 15, the Company applies the five-step model above. The collaboration arrangements entered into during the years ended December 2025, did not meet the scope of IFRS 15.
(k) Investment tax credits
The amounts and the recognition of the investment tax credits receivable involve a certain degree of judgment with regards to the eligibility of the research and development expenditures which give rise to the tax credits refunds and to the probability of fully receiving the amounts. The amounts claimed by the Company are subject to review and the approval of the tax authorities, and it is possible that the amounts granted will differ from the amounts claimed.
(i) | Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Company |
In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements, and consequential amendments to several other standards. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, with prescribed subtotals for each new category. It also requires disclosure of management-defined performance measures which will now form part of the audited financial statements.
IFRS 18, and the amendments to the other standards, is effective for reporting periods beginning on or after January 1, 2027, but earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively. The Company is currently working to identify any impact the amendments will have on the consolidated financial statements and notes to the consolidated financial statements.
10
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
4.Investments
| | December 31, | | December 31, |
| | 2025 | | 2024 |
| $ | | $ | |
Current investments, at amortized cost |
| |
| |
| | | | |
Guaranteed investment certificates having a principal of $ |
| |
| |
| | | | |
Investment account, including accrued interest of $ |
| |
| — |
| | | | |
Commercial deposit, having a principal of USD $ |
| |
| — |
Balance, end of year |
| |
| |
| | | | |
Non-current investments, at amortized cost |
| |
| |
| | | | |
Guaranteed investment certificates having a principal of $ |
| |
| — |
| | | | |
Non-current investments at FVOCI |
| |
| |
| | | | |
Secured convertible promissory notes of US$ |
| |
| — |
Investment in equity instruments of Greybox Solutions Inc. |
| |
| — |
Investment in equity instruments of Krown Technologies, Inc. |
| |
| — |
Balance, end of year, FVOCI |
| |
| — |
Balance, end of year |
| |
| — |
The Company designated the investments shown above at FVOCI because these represent investments that the Company hold for strategic purposes.
11
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
5.Property and equipment
| | Computer equipment |
|
| $ |
Cost | | |
December 31, 2024 | | — |
Additions | | |
December 31, 2025 | | |
Accumulated amortization and impairment | | |
December 31, 2024 | | — |
Amortization | | |
December 31, 2025 | | |
Net book value | | |
December 31, 2025 | | |
6.Intangible assets
| | Licenses (1) |
|
| $ |
Cost | | |
December 31, 2024 | | |
Additions | | — |
December 31, 2025 | | |
| | |
Accumulated amortization and impairment | | |
December 31, 2024 | | |
Amortization | | |
December 31, 2025 | | |
| | |
Net book value | | |
December 31, 2024 | | |
December 31, 2025 | | |
| (1) | On August 3, 2016, the Company entered into an intellectual assignment agreement (“IP agreement”) with Société de commercialisation des produits de la recherche appliquée SOCPRA Sciences et Génie S.E.C. (“SOCPRA”) and its investors. Until the expiry of the last patent rights, which is expected in May 2035, the Company will pay SOCPRA a royalty of |
7.Right of Use Asset
| | Premises |
|
| $ |
December 31, 2024 | | — |
Additions | | |
Amortization | | ( |
December 31, 2025 | | |
12
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
8.Lease Liability
| | 2025 |
|
| $ |
December 31, 2024 | | — |
Additions | | |
Payments | | ( |
Interest accretion | | |
December 31, 2025 | | |
| | |
Current | | |
Non-current | | |
The Company entered into a two-year lease for office space effective June 1, 2025.
9.Income taxes
The income tax expense differs from the amounts computed by applying the combined federal and provincial statutory income tax rate to the loss before income taxes due to the following:
| | 2025 | | | 2024 | |
| | $ | | | $ | |
Loss before income taxes | | ( | | | ( | |
Statutory tax rate | | | % | | | % |
| | | | | | |
Expected income tax recovery | | ( | | | ( | |
Share-based payments | | | | | | |
Items not deductible (taxable) for income tax purposes | | | | | | |
Non-taxable change in fair value of investments | | — | | | ( | |
Unrecognized benefit of deferred tax assets | | | | | | |
Income tax recovery | | — | | | — | |
The Company’s deductible temporary differences and unused tax losses for which no deferred tax asset is recognized consist of the following amounts:
| | 2025 | | 2024 | ||||
| | Federal | | Quebec | | Federal | | Quebec |
| | $ | | $ | | $ | | $ |
Intangible assets |
| |
| |
| |
| |
Share issue costs |
| — |
| — |
| |
| |
Non-capital losses carried forward |
| |
| |
| |
| |
Cumulative Canadian development expense |
| |
| |
| |
| |
|
| |
| |
| |
| |
13
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
9.Income taxes (cont’d)
The Company’s unrecognized non-capital tax losses have the following expiry dates:
| | Federal | | Quebec |
| | $ | | $ |
2029 |
| |
| |
2030 |
| |
| |
2031 |
| |
| |
2032 |
| |
| |
2033 |
| |
| |
2034 |
| |
| |
2035 |
| |
| |
2036 |
| |
| |
2037 |
| |
| |
2038 |
| |
| |
2039 |
| |
| |
2040 |
| |
| |
2041 |
| |
| |
2042 |
| |
| |
2043 |
| |
| |
2044 |
| |
| |
2045 |
| |
| |
|
| |
| |
The Company can also report for $
10.Loan payable
The loan was repaid on April 16, 2025.
On February 12, 2021, and April 29, 2020, the Company received respectively a $
11.Tax credits receivable
In June 2025, the Company claimed Scientific Research and Development (SR&ED) tax credits for 2023. The Company had received no formal confirmation that the claim met the SR&ED eligibility requirements by December 31, 2025. In March 2026, the Company received payment for this claim. As such, the Company will file claims for both 2024 and 2025. The total of these claims for the three-year period recorded in 2025 is $
14
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
12.Share capital
(a)Authorized
The Company is authorized to issue an unlimited number of:
| ● | voting Class A preferred shares |
| ● | voting Class B preferred shares |
| ● | voting Class C preferred shares |
| ● | voting Class D preferred shares |
| ● | special shares (non-voting) |
| ● | common shares (voting) |
without nominal or par value.
Class A preferred shares are ranked senior to Class B preferred shares, Class B preferred shares are ranked senior to Class C preferred shares, Class C preferred shares are ranked senior to Class D preferred shares, Class D preferred shares are ranked senior to special shares, and special shares are ranked senior to common shares in priority of receiving dividends declared by the Company.
Holders of special shares and common shares shall be entitled to receive pro-rata for the remaining property of the Company after distribution to the holders of Class A, Class B, Class C and Class D preferred shares, on a pro-rata basis.
Dividends for Class A, Class B, Class C and Class D preferred shares are preferential and non-cumulative and are declared in accordance with their respective priority. Dividend rate per share for , and preferred shares is
As at December 31, 2025,
15
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
12.Share capital (cont’d)
(b)Issued and outstanding
On June 2, 2025, the Company completed a brokered LIFE financing, issuing a total of
Unit issuance costs of $
On February 24, 2025, the Company completed a brokered LIFE financing, issuing a total of
Unit issuance costs of $
On March 20, 2024, the Company completed a non-brokered private placement, issuing a total of
Unit issuance costs of $
On November 15, 2024, the Company completed a non-brokered private placement, issuing a total of
Unit issuance costs of $
16
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
12.Share capital (cont’d)
Common shares and warrants were valued based on their relative fair values. The fair value of the common shares was determined by the closing price on the date of the transaction. The fair value of the warrants was determined using the Black-Scholes pricing model and based on the following assumptions:
| | June 2, 2025 | | February 24, 2025 |
| ||
Share price | | $ | | | $ | | |
Expected volatility | |
| | % |
| | % |
Risk-free interest rate | |
| | % |
| | % |
Expected average life | |
| |
| | ||
Exercise price | | $ | | | $ | | |
The underlying expected volatility was determined by reference to historical data of the Company. Black-Scholes pricing model requires the input of highly subjective assumptions including the expected price volatility. Changes in these assumptions can materially affect the fair value estimate.
During the year ended December 31, 2025,
(c)Stock options
The Company has adopted an incentive stock option plan in accordance with the policies of the TSX Venture Exchange (the “Exchange”), which provides for the Board of Directors of the Company to grant to directors, officers, employees and consultants of the Company non-transferrable stock options to purchase common shares, provided the number of shares reserved for issuance under the stock option plan shall not exceed
The option exercise price is set by the Board of Directors at the time the option is allocated and cannot be less than the discounted market price. The options are exercisable over a maximum period of
All share-based payments will be settled in equity. The Company has no legal or constructive obligation to repurchase or settle the options.
17
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
12.Share capital (cont’d)
The Company’s share options are as follows for the years presented:
| | 2025 | | 2024 |
| ||||
| | Number of | | Weighted average | | Number of | | Weighted average |
|
| | options | | exercise price | | options | | exercise price |
|
| | | | $ | | | | $ | |
Balance outstanding, beginning of year | | | | |
| | | | |
Granted | | | | |
| | | | |
Exercised | | ( | | |
| ( | | | |
Expired | | ( | | |
| ( | | | |
Forfeited | | ( | | |
| ( | | | |
Balance outstanding, end of year | | | | |
| | | | |
Balance exercisable, end of year | | | | |
| | | | |
The weighted average share price at date of exercise for options exercised during the year ended December 31, 2025, is $
Share-based compensation recognized under this plan amounted to $
The weighted average remaining contractual life for options outstanding as at December 31, 2025, is
The weighted average fair value of the granted options was determined using the Black-Scholes option pricing model and based on the following weighted average assumptions:
| | 2025 | | | 2024 |
| ||
Average share price at date of grant | | $ | | | | $ | | |
Expected dividends | |
| — | | |
| — | |
Expected volatility | |
| | % | |
| | % |
Risk-free interest rate | |
| | % | |
| | % |
Expected average life | |
| | | |
| | |
Average exercise price at date of grant | | $ | | | | $ | | |
Average fair value at measurement date | | $ | | | | $ | | |
The underlying expected volatility was determined by reference to historical data of the Company. No special features inherent to the options granted were incorporated into measurement of fair value.
Companies are required to utilize an estimated forfeiture rate when calculating the expense for the reporting period. Based on the best estimate, management applied the estimated forfeiture rate for 2025 of
18
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
12.Share capital (cont’d)
Outstanding and exercisable options are as follows:
| | Exercise | | 2025 | ||
Expiry date | | price | | Outstanding | | Exercisable |
| | $ | | | | |
March 1, 2026 | | |
| | | |
March 31, 2026 | | |
| | | |
June 30, 2026 | | |
| | | |
September 24, 2026 | | |
| | | |
January 25, 2027 | | |
| | | |
August 23, 2028 | | |
| | | |
October 25, 2028 | | |
| | | |
February 14, 2029 | | |
| | | |
December 17, 2030 | | |
| | | |
December 23, 2030 | | |
| | | |
February 2, 2031 | | |
| | | |
June 20, 2031 | | |
| | | |
July 21, 2033 | | |
| | | |
February 18, 2035 | | |
| | | — |
March 19, 2035 | | |
| | | |
May 12, 2035 | | |
| | | |
June 26, 2035 | | |
| | | |
September 2, 2035 | | |
| | | |
September 25, 2035 | | |
| | | — |
October 5, 2035 | | |
| | | — |
November 9, 2035 | | |
| | | — |
November 24, 2035 | | |
| | | — |
December 17, 2035 | | |
| | | |
| | | | | | |
(d)Share purchase warrants
The Company’s warrants movement for year ended December 31, 2025, are as follows:
| | Number of | | Weighted average |
| | warrants | | exercise price |
|
| | | $ |
Balance outstanding, beginning of year | | | | |
Granted | | | | |
Exercised | | ( | | |
Balance outstanding, end of year | | | | |
19
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
13.Related party transactions
The Company’s related parties include companies owned by key management. The Company paid Management fees to key management through their management companies as follows:
| ● | Management fees of $ |
| ● | Salary and bonus of $ |
| ● | Management fees of $ |
| ● | Management fees of $ |
| ● | Management fees of $ |
| ● | Management fees of $ |
| ● | Research and development costs of $ |
Transactions with key management
The key management of the Company are the members of senior management and the Board of Directors. The remuneration and other expenses for the year of key management (including the amounts above) is as follows:
| | 2025 | | 2024 |
|
| $ |
| $ |
Research and development | | | | |
Share-based payments | | | | |
General and administrative: | | | | |
Management salaries and fees | | | | |
Other fees | | | | |
| | | | |
20
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
14.Net financial (income) expense
| | 2025 | | 2024 |
|
| $ |
| $ |
Financial income | | ( | | ( |
Change in fair value of investments (note 4) | | — | | |
Financial expense | | | | |
Foreign currency loss | | | | |
| | ( | | |
15.Financial instruments and risk management
(a)Management of capital
The capital structure of the Company consists of equity attributable to shareholders, comprising issued share capital, contributed surplus and deficit. The Company’s objectives when managing capital are to: (i) preserve capital; (ii) obtain the best available net return; and (iii) maintain liquidity.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares. There were no changes to the Company’s approach to capital management during the year ended December 31, 2025.
(b)Fair value of financial instruments
The classification of financial instruments as well as their carrying amounts are presented in the table below:
| | December 31, 2025 | ||||
| | Amortized cost | | FVOCI | | Total |
| | $ | | $ | | $ |
Financial assets | | | | | | |
Cash |
| | | — | | |
Investments |
| | | | | |
Financial assets1 |
| | | | | |
Non-current |
| | | | | |
| | | | | | |
Financial liabilities |
| | | | | |
Accounts payable and accrued liabilities |
| | | — | | |
Total |
| | | — | | |
21
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
15.Financial instruments and risk management (cont’d)
| | December 31, 2024 | ||||
| | Amortized cost | | FVOCI | | Total |
| | $ | | $ | | $ |
Financial assets |
| | | | | |
Cash |
| | | — | | |
Investments |
| | | — | | |
Financial assets1 |
| | | — | | |
| | | | | | |
Financial liabilities |
| | | | | |
Accounts payable and accrued liabilities |
| | | — | | |
Loan payable |
| | | — | | |
Total |
| | | — | | |
Non-current |
| | | — | | |
1 Excludes taxes receivable, as these amounts do not represent a contractual right to receive cash or another financial asset.
Financial assets at FVOCI are presented in accordance with the fair value hierarchy. This hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial assets and liabilities as defined in Note 3. The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement. The fair value of the investments classified as FVOCI (note 4), is measured under Level 3 of the fair value hierarchy. There have been
The fair value of investments not quoted in an active market may be determined by the Company using reputable pricing sources or indicative prices from bond/debt market makers. The Company would exercise judgment and estimates on the quantity and quality of pricing sources used. Where no market data is available, the Company might value positions using its own models, which are usually based on valuation methods and techniques generally recognized as standard within the industry. The inputs into these models are primarily adjusted market data and discounted cash flows. The models used to determine fair values are validated and periodically reviewed by experienced personnel at the Company, independent of the party that created them.
The models used for private equity securities are based mainly on observable transaction data or discounted future cash flows, adjusted for lack of marketability and control premiums. The models used for debt securities are based on the net present value of estimated future cash flows, adjusted as appropriate for liquidity, and credit and market risk factors.
Models use observable data, to the extent practicable. However, areas such as credit risk (both own and counterparty), volatilities and correlations require management to make estimates. Changes in assumptions about these factors could affect the reported fair value of financial instruments. The sensitivity to unobservable inputs is based on management’s expectation of reasonably possible shifts in these inputs, taking into consideration historical volatility and estimations of future market movements. The determination of what constitutes ‘observable’ requires significant judgment by the Company. The Company considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
22
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
15.Financial instruments and risk management (cont’d)
The following table provides information on the valuation techniques and the inputs used.
Valuation | Key inputs | Relationship and sensitivity of |
1) Vertical Growth Equity Inc. | ||
Discounted cash flow method | The Company uses future cash flows estimated using the interest rate on the instrument, discounted at a discount rate based on the investee company’s risk premiums. | A change in this discount rate applied would not have a significant impact on the value of the investment since the remaining maturity as at year-end is only |
2) Greybox Solutions Inc. 1 | ||
Adjusted market method | In this approach, the Company used the fair value of the most recent financing round which was conducted at arm’s length. Management used this price to determine the value of the investee Company (inclusive of all classes of shares) and, based on a pro-rata share, calculated the price of the Company’s investment. Management then, based on judgment, applied a discount using judgment due to the non-voting characteristic of the investment. | Significant judgment was involved in determining the pro-rata value of the class of shares acquired. Additionally, had management applied a higher/lower discount of |
3) Krown Technologies, Inc. | ||
Adjusted income approach | In this approach, the Company used the investee value determined using projected cash flows and applied a 35% discount based on judgment. The discount was set as such considering recent financial performance and the absence of recent rounds of financing. | A higher/lower discount of |
1 Based on the terms of the investments, management assessed the initial fair value of the securities at $
23
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
15.Financial instruments and risk management (cont’d)
(c)Credit risk
Credit risk is the risk of a loss if a counterparty to a financial instrument fails to meet its contractual obligations. The Company’s exposure to credit risk is limited to its cash balance and accounts receivable. Cash is maintained with high-credit quality Canadian financial institutions. Management considers the risk of non-performance related to cash and to accounts receivable in 2025 to be minimal.
An impairment analysis is performed at each reporting date on an individual basis for major items. Generally, the Company does not require collateral or other security from customers for trade accounts receivable; credit is extended following an evaluation of creditworthiness.
(d)Liquidity risk
The Company attempts to manage liquidity risk by maintaining sufficient cash balances. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital to meet short-term obligations. As at December 31, 2025, the Company had a cash balance of (2024 - $
(d)Price risk
The Company is exposed to the risk of changes in share prices due to its investments in equity instruments of private companies. Investments are affected by various underlying factors. Please refer to note 15(b) for a sensitivity analysis.
(e)Currency risk
Exposure to currency exchange rates arises from cash and investments in foreign currencies. The Company had total USD exposure of $
16.Segmented reporting
The Company operates in
17.Revenues
The Company achieved its first revenue of $
24
QUANTUM eMOTION CORP.
Notes to the consolidated financial statements
Years ended December 31, 2025 and 2024
(in Canadian dollars)
18.Subsequent events
In February 2026, the Company acquired
19.Comparative figures
In the statement of loss and comprehensive loss and in the statement of cash flows, some comparative figures for the year ended December 31, 2024, have been reclassed to conform to the presentation adopted for the year ended December 31, 2025.
25
Exhibit 99.3
QUANTUM eMOTION CORP.
Management’s Discussion and Analysis
Periods ended December 31, 2025, and 2024
The following management’s discussion and analysis (“MD&A”) of the financial position and results of the operations and cash flows of Quantum eMotion Corp. (the “Company”, “QeM” or “Quantum”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the quarter ended December 31,2025, compared to the same period of the prior year which have been prepared in accordance with International Financial Reporting Standards (IFRS.)
Further information regarding the Company and its operations are filed electronically on the System for Electronic Document Analysis and Retrieval + (“SEDAR+”) in Canada and can be obtained from www.sedarplus.ca.
1.1 | FORWARD LOOKING STATEMENTS |
This MD&A contains forward-looking information within the meaning of applicable Canadian securities legislation and forward-looking statements within the meaning of applicable U.S. securities laws (collectively, “forward-looking statements”). Forward-looking statements include, but are not limited to, statements relating to the Company’s strategy and action plan, its intellectual property, research and development activities, and financial reporting that reflect management’s current expectations, estimates, projections or assumptions about future events or results. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, without limitation: the Company’s ability to secure future financing (including through the exercise of outstanding stock options and warrants); the risk that ongoing or future research and development may not result in the timely achievement of additional patents; risks inherent in the high-technology industry; and the timing of market readiness and adoption of quantum solutions. These and other risks and uncertainties are described in this MD&A and in the Company’s annual information form and other continuous disclosure documents filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made and, except as required by applicable securities laws, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
1.2 | INCORPORATION AND NATURE OF OPERATIONS |
Quantum eMotion Corp. was incorporated under the Business Corporations Act of Ontario on July 19, 2007 and continued under the Canada Business Corporations Act on August 28, 2012.
The head office, principal address and records office of the Company are located at 2300 Alfred Nobel, Montreal, Qc, H4S 2A4.
On June 28, 2024, the Company established a wholly owned subsidiary, Quantum eHealth Technologies Inc. located at the same address; and on April 10, 2025, the Company established a wholly owned subsidiary in Irvine, California.
The Company is a developer of a new generation of quantum-based cryptographic solutions pursuant to the development of intellectual property and commercialization of cybersecurity solutions. (See 1.4 patent summary).
1.3 | SENIOR MANAGEMENT CHANGES |
The Company appointed Mr. John Young, MBA, as Chief Operating Officer of its newly created subsidiary, Quantum eMotion America, effective April 1, 2025. Mr. Young has over 35 years of experience in cybersecurity and IT operations, having held senior roles at Fortune 50 companies, including IBM and McDonnell Douglas. Notably, he is one of only 11 professionals globally to hold all nine ISC2 cybersecurity certifications. Mr. Young is also a board member of QeM
The Company appointed Ms. Farrah N. Khan, as Senior Vice President of Business Development of its newly created subsidiary, Quantum eMotion America, effective April 1, 2025. Ms. Khan served as Mayor of Irvine-a city recognized as a global innovation hub. During her tenure, she spearheaded initiatives that attracted substantial investments in emerging technologies including artificial intelligence, quantum communications, biotechnology, and cybersecurity. Her vision and leadership helped position Irvine as a magnet for high-impact ventures and Fortune 500 partnerships.
The Company appointed Ms. Helen Woo, as Vice President of Business Development of its newly created subsidiary, Quantum eMotion America, effective April 1, 2025. Ms. Woo brings a distinguished track record in corporate development, with deep expertise in navigating complex financial ecosystems and forging high-impact relationships across the public and private sectors. Her accomplishments have been recognized by the U.S. House of Representatives and the California State Senate, underscoring her leadership and civic engagement. In 2023, she was named Ambassador of the Year by the Greater Irvine Chamber of Commerce, and most recently honored as Ambassador of the Month by the Newport Beach Chamber of Commerce in February 2025.
The Company appointed Mr. Klaus Kepper, CPA, as the Controller / Finance Director of the company on February 10, 2025. Mr. Kepper has over 30 years of experience in senior financial positions, mostly in the health care field. He also holds an MBA from Concordia University.
1.4 | COMPANY OVERVIEW AND STRATEGY |
RESEARCH AND DEVELOPMENT ACTIVITIES
Technology
Our primary objective is to make our cryptographic solutions, technology accessible as rapidly as possible to potential clients and partners, secure its effectiveness and ensure that the intellectual property is well protected. In order to stay focused on this objective, we are working closely with our partners to maximize the potential and security of our technology. The Company is developing complementary metal-oxide semiconductor (“CMOS”) implementations with l’École de Technologie Supérieure (“ETS”) to ensure greater competitiveness.
On March 17, 2026, QeM announced that it is receiving advisory services and funding of up to $600,000 from the National Research Council of Canada Industrial Research Assistance Program (NRC IRAP) to support a research and development project focused on quantum-secure semiconductor technology in collaboration with JMEM Tek
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On December 29, 2025, QeM announced a rare convergence of independent audit validation, quantum-attack performance testing, and formal certification progress, underscoring the real-world security performance of its patented quantum entropy technology. The publication of a perfect 100/100 security audit score and 5-Star Confidence Rating achieved by Krown Network and KrownDEX—one of the most stringent third-party security assessments ever completed in decentralized finance—where used entropy is produced by Quantum eMotion’s QRNG2 engine.
On December 15, 2025, QeM announced its integration into Kirq, a quantum communication testbed developed by Numana. The collaboration supports QeM’s ongoing research, testing, and validation of quantum-safe cybersecurity technologies within a collaborative testing environment. The Kirq testbed provides an infrastructure for participating organizations to evaluate quantum and cybersecurity technologies in applied settings. Through its participation, Quantum eMotion will be able to integrate and evaluate its patented Quantum Random Number Generator (“QRNG”) technology alongside other contributors within the Kirq environment.
On December 2, 2025, QeM announced that in conjunction with Aegis Critical Energy Defence Corp. and in partnership with Malahat Battery Technologies, SEETEL New Energy Co., Ltd. of Taiwan, have developed the rugged 10-ft Tough Bhoy™ fully integrated energy storage system. The unit provides resilient, secure power for harsh climates, remote communities, military operations, and critical infrastructure. The system is further reinforced with quantum-secured cybersecurity through QeM’s Canadian-developed platform, protecting against advanced and future threats.
On November 26, 2025, QeM and Exascale Labs Inc. announced a multi-year initiative to integrate quantum-grade cryptographic technology directly into large-scale AI compute infrastructure. The partnership brings together Exascale’s full-stack GPU platform with QeM’s QRNG hybrid technology including cryptographic modules—setting the stage for one of the more secure environments for high-density AI workloads.
On October 23, 2025, QeM along with Energy Plug Technologies and SEETEL New Energy Co. Ltd. announced a strategic alliance to co-develop and commercialize a 261-kilowatt-hour (kWh) fully integrated AC plug-and-play Battery Energy Storage System (BESS) engineered for Arctic and high-resilience environments worldwide.
On October 14, 2025, QeM announced a joint agreement with Energy Plug Technologies Corp. and Malahat Battery Technology Corp. to develop and commercialize quantum—secured energy storage and defence systems for critical infrastructure. This partnership integrates QeM ’s patented technologies with Energy Plug and MBT’s advanced Battery Energy Storage Systems (BESS) and Energy Management Platforms (EMS/PMS) to deliver cyber-resilient, quantum-safe power systems capable of protecting national and industrial energy assets from emerging cyber and post-quantum threats.
On October 6, 2025, announced that QeM has signed a contract with Lightship Security Inc. to conduct FIPS 140-3 validation of its Quantum Crypto Module, a key milestone toward NIST certification.
On September 29, 2025, announced a strategic alliance with Jmem Technology Co., Ltd (Jmem Tek), a Taiwanese IC design company to co-develop a quantum resilient System-on – Chip (SoC). The unique platform generated by this alliance is to integrate three essential layers of protection into a single SoC: QeM’s QRNG; Jmem’s Physical Unclonable Function (PUF); and Nist-aligned Post-Quantum Cryptography (POC) Module.
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On September 22, 2025, QeM along with its partner Krown Technologies LLC announced the successful completion of the Qastle Quantum-Safe Hot Wallet. This milestone represents a breakthrough in securing cryptocurrencies and digital assets against both today’s advanced cyber threats and the looming risks of quantum computing.
On July 2, 2025, Krown Technologies LLC, in collaboration with QeM announced that significant progress has been made in the development of two quantum-secure cryptocurrency wallets: the Qastle Quantum Hot Wallet and the Excalibur Quantum Cold Wallet. These advancements mark a pivotal step in safeguarding digital assets against the emerging threats of quantum computing.
On June 26, 2025, QeM announced the completion of an internal quantum simulation project assessing aspects of its cryptographic architecture. The benchmarking project, conducted in collaboration with PINQ², utilized IBM's Qiskit quantum computing framework to simulate Grover's algorithm—a quantum search algorithm known for its theoretical ability to speed up brute-force attacks on symmetric encryption schemes. The analysis focused on evaluating the relative complexity of attacking symmetric encryption algorithms when enhanced with entropy from QeM's proprietary QRNG.
On May 26, 2025, QeM announced the successful completion and validation of its first-generation QRNG chip design. The 65-nm CMOS finalized design has been submitted for fabrication to Taiwan Semiconductor Manufacturing Company (TSMC), a leading global semiconductor foundry. The chip integrates critical components such as an ultra-low-noise wideband amplifier and a high-precision analog-to-digital converter, both successfully prototyped and validated by academic teams at ÉTS Montréal and the Institut Quantique at Université de Sherbrooke. This significant milestone permits QeM to target the global QRNG chip market was valued at approximately USD 150 million in 2024 and is projected to reach USD 2 billion by 2033, registering a compound annual growth rate (CAGR) of 34.5% from 2026 to 2033.
On January 22, 2025, QeM announced results for its quantum-based hardware wallet, designed to improve security in blockchain and cryptocurrency transactions. Recent studies highlight that this innovative solution reduces the risk of monetary loss by up to 98% compared to conventional hierarchical deterministic (HD) wallets. Announced last July, the wallet leverages QeM’s proprietary QRNG technology and an intelligent key generation scheme, ensuring optimal performance for commercial blockchain applications. It provides a cost-effective and compact solution by reusing hardware components for generating both parent and child keys, thus reducing costs and complexity.
On July 11, 2024, QeM announced that it has obtained the prestigious ISO/IEC 27001:2022 certification, a significant milestone underscoring QeM's commitment to information security and operational excellence. ISO 27001 cybersecurity certification is one of the most widely recognized, rigorous, and internationally accepted information security standards. The scope of this certification encompasses QeM's security management of applications and systems for its quantum-based cybersecurity software and hardware solutions, including cryptographic solutions.
On July 3, 2024, QeM announced the development of an advanced hardware wallet technology tailored for the cryptocurrency industry. This solution offers a low footprint and competitive cost, incorporating its QRNG and intelligent key generation scheme selection technologies into new commercial applications. QeM's new hardware wallet technology aims to enhance the efficiency and cost-effectiveness of hierarchical deterministic (HD) wallets. Traditional HD wallets require separate hardware devices for generating parent (master) and child keys. However, the innovative approach developed by QeM reuses the same hardware components for both tasks, significantly reducing costs, circuit complexity, and footprint. This method of resetting and reusing hardware devices allows
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for efficient and repeated key generation. Additionally, the master private key can be regenerated by resetting the memory systems and using a new quantum random number, ensuring high robust security.
On March 28, 2024, QeM announced that the project "Quantum random number generation for highly secure cryptography applications" led by ETS that will receive a $1.2 million grant from the Alliance Quantum program, managed by NSERC. Led by ÉTS in partnership with QeM, the project under Professor Ghyslain Gagnon, with co-grantee Prof. K. Zhang and contributors like Prof. B. Reulet from Université de Sherbrooke, focuses on developing scalable QRNG technologies. These innovations aim to bolster secure communications, integrate into Internet of Things (IoT) devices, and enhance security in DeFi ecosystems. The collaboration seeks to address challenges in QRNG commercialization, focusing on reducing energy consumption while leveraging quantum tunneling encryption for top-tier security.
On March 18, 2024, QeM announced a strategic partnership with the Platform for Digital and Quantum Innovation (PINQ²), an NPO established by the Ministry of Economy, Innovation and Energy of Quebec and Université de Sherbrooke. This collaboration aims to enhance the resilience of QeM's security platform against advanced threats, including simulated quantum computer attacks using IBM's Qiskit platform. PINQ², the exclusive operator of Canada’s first 127-qubit IBM Quantum System One at IBM Bromont, will work with QeM to rigorously test and evaluate their Kyber algorithm and QRNG. This project will assess the security system's performance under simulated adversarial conditions, focusing on identifying strengths, weaknesses, and vulnerabilities, and ensuring alignment with strategic goals. The partnership leverages simulation tools like Qiskit to execute quantum attack simulations, thoroughly testing the security solution's robustness.
On February 21, 2024, QeM announced a breakthrough in developing its first QRNG on a chip, a significant advancement in quantum communication technology. This development compactly integrates QRNG into a single chip, potentially less than 1 cm², revolutionizing quantum-based security designs. This innovation allows the sale of design cores, enabling integrated circuits vendors like Texas Instruments, Intel, and IBM to embed QRNG functionality directly into their products, expanding the reach and impact of quantum security technologies.
Significant Research and Development Projects
CMOS
Objective: Miniaturize the current discrete QRNG system into a single CMOS chip, reducing PCB complexity and enabling integration with secure chips such as PUF and cryptographic processors.
Plan: Three milestones: 1) Amplifier design, completed and tested, identified as the most critical component, 2) ADC and DAC design, completed, fabricated, and tested, 3) Full chip integration combining all components into a single CMOS IC. Current focus is on stabilizing the amplifier and validating integrated system performance for commercial readiness.
Status of Plan: First two milestones achieved. Integration phase ongoing, with additional design iterations ongoing to improve stability and ensure commercial reliability.
Expenditures: In 2025, the Company spent $79,442 on this project and cumulative $129,869.
Next Stage: Full chip integration, fabrication, and system validation, expected within next 6–12 months.
Key Dependencies: As the Company has a strong balance sheet there are currently no material threats to the continuation of this project.
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Blockchain:
Objective: Integrate and validate QRNG-generated entropy with commercial applications such as blockchain cold wallets, secure key generation, and federated learning. Aim to enhance security using true hardware randomness.
Plan: Define and prioritize use cases, develop APIs and integration interfaces, prototype implementations, validate security and performance. Key use cases include defense against backdoor attacks in federated learning, QRNG-based differential privacy for federated learning, decentralized randomness beacon, and MEV mitigation using VRF-seeded fair transaction ordering.
Status of Plan: Initial integration approach defined and architecture of theses use cases are under development.
Expenditures: In 2025, the Company spent $64,998 on this project and cumulative $106,256.
Next Stage: Develop proof of concept for selected use cases and validate integrations, expected within next 12 months.
Key Dependencies: As the Company has a strong balance sheet there are currently no material threats to the continuation of this project.
QeM’s System Development Kit (SDK)
Objective: To provide developers and system integrators with a powerful, flexible interface to access and utilize quantum-grade randomness within their applications. Designed to work seamlessly with QeM’s QRNG and EaaS platform, the SDK allows easy integration of true quantum entropy into cryptographic, IoT, fintech, and enterprise security systems.
Plan: The SDK intends to build an extensive library of functions, encompassing Symmetric and Asymmetric cryptography. The milestones are to incorporate a wide variety of “helper primitives” encompassing “Hashing”, Packaging, Memory Management and much more. This library of functions is constantly being enhanced to broaden the Agility and Ease of Adoption of the SDK, thereby reducing the specialized knowledge necessary to apply it.
Status of Plan: The Company continued research and development into the SDK in 2025, by extending its application scope and specifically in the areas of self-test and self-health monitoring, since the company expects that these areas will become very important in 2026 and beyond.
Expenditures: In 2025, the Company spent $279,275 on this project and cumulative $602,549.
Next Stage: To continue to embed quantum entropy directly into software workflows, allowing the SDK to help bridge the gap between cutting-edge quantum physics and real-world cybersecurity needs.
Key Dependencies: As the Company has a strong balance sheet there are currently no material threats to the continuation of this project.
Project Name: Entropy-as-a-Service (EaaS) System
Objective: EAAS is a cybersecurity technology designed to provide organizations with access to true, quantum-generated-randomness and is delivered as a cloud-based or on-premises service, to provide scalability and compliance, offering API-based integration for developers and system architects.
Plan: To integrate EaaS into existing IT infrastructures, enabling secure key generation, encryption, authentication, and digital signing across diverse applications in to offload the complexity of entropy
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generation to a dedicated quantum source.
Status of Plan: In 2025, the Company focused on reliability aspects. This meant enhancing resiliency in the case of various failures including power supply or corruption of the data center servers.
Expenditures: In 2025, the Company spent $70,095 on this project (2024: $133,360.
Next Stage: In 2026 it is expected that the Company will also be creating extensions to its EAAS product palette, responding to needs stemming from more flexible authorization mechanisms as well as online monitoring.
Key Dependencies: As the Company has a strong balance sheet there are currently no material threats to the continuation of this project.
Patents
Status of patents | |
First Patent Family: Method for generating random numbers and associated random number generator The 1st generation technology is the revolutionary technology which is at the origin of Quantum eMotion. Several patents protect the exclusivity of this technology. In particular, two patents were obtained in the United States to fully cover the technology, and patents were also obtained in Australia, Brazil, Canada, China, Germany, Spain, Finland, France, Great Britain, Italy, India, South Korea, the Netherlands, Russia, Sweden and Thailand. Quantum eMotion mandated a law firm to perform a very exhaustive novelty verification, including independent professional patent searches in three different jurisdictions, which provides an extraordinary level of confidence in the strength of these patents | |
Country | Status |
United States | Two patents were granted in the United States, including a first one granted on August 7, 2018, and a second granted on October 8, 2019. |
European Patent Office | EPO granted the patent on February 19, 2020. The European Patent has been validated in several countries: Germany, Spain, Finland, France, Great-Britain, Italy, Sweden and the Netherlands. |
Australia, Brazil, Canada, China, India, Republic of Korea, Russia, Thailand | Patent granted |
Second Patent Family: Method and system for generating a random bit sample The 2nd generation technology has a particular synergy with the 1st generation technology. Indeed, in practical applications, electronic elements such as amplifiers may impart classical noise into the quantum signal, which may make the signal not truly quantum, and thus not truly random. The 2nd generation technology provides means of extracting a purely random quantum signal as a quantum number source independently of the presence of classical noise. Several patents protect the exclusivity of this technology. In particular, two patents were obtained in the United States to fully cover the technology, and patents were also obtained in Australia, Germany, Spain, Finland, France, Great Britain, Indonesia, Italy, Japan, the Netherlands, Russia, Canada, China, India, | |
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South Korea and Sweden, and the patent application remains pending in Brazil and Thailand. | |
Country | Status |
European Patent Office | EPO granted the patent on October 23, 2019. The European Patent has been validated in Germany, Spain, United Kingdom, Finland, France, Italy, Sweden and the Netherlands. |
United States | Two patents were granted. |
Brazil, Thailand | Patent pending |
Australia, Russia, Indonesia, Canada, China, India, Japan, South Korea | Granted |
Third Patent Family: System and Method for Generating a Random Number, and circuit for communicating an analog random signal 3rd generation technology harnesses the commercial availability and low costs of consumer electronics, such as audio processing hardware in particular, in quantum number generation, further democratizing the availability of truly random numbers. | |
Country | Status |
United States | Patent pending |
Fourth Patent Family Method of Operating A Blockchain Wallet Cryptocurrency (e.g., blockchain) wallets make heavy use of large series of numbers referred to as keys. There are different schemes to generate keys, such as ND and HD, and each scheme has its advantages and disadvantages. When providing a blockchain wallet to an unknown user, it is not possible to adapt the key generation scheme to the user’s type of use, leading to mismatches between the types of key generation schemes and the users. Quantum eMotion’s 4th generation technology alleviates these inconveniences by providing a wallet which intelligently selects the key generation scheme, based on a comparison of cost values of the different key generation schemes. Moreover, by leveraging quantum eMotion’s QRNG technologies, a blockchain wallet combining the advantages of true random number generation with intelligent key generation scheme selection can now be made available to consumers, a product of an unparalleled level of functionality. Quantum eMotion’s 4th generation technology is now patent pending worldwide. More specifically, the patent application was filed under the Patent Cooperation Treaty on March 28, 2024, bearing number PCT/CA2024/050391 and claiming March 30, 2023 as a priority date. The Patent Cooperation Treaty is an international treaty which provides a means of reserving international patent protection in more than 150 member states for a period of 30 months from the priority date. Accordingly, Quantum eMotion’s international pendency for the 4th generation technology will last until Sept. 30, 2025, at which point pendency will continue nationally in the countries and regions which will have been ultimately selected. | |
Country | Status |
Patent Cooperation Treaty | Rights reserved in all PCT member states until September 2025 |
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Fifth Patent Family Hardware Wallet Apparatuses and Method of Generating Cryptographic Keys Using Same Quantum eMotion Corp. is proud to announce that it has developed yet another technology associated to the cryptocurrency industry. More specifically, we have developed our own hardware wallet technology which has a low footprint and competitive cost, while allowing to leverage several of its other core technologies, such as the Quantum Random Number Generation (QRNG) and its intelligent key generation scheme selection technologies, in new commercial applications. A combination of a patent application and industrial secret for the hardware wallet technology will target international intellectual property protection. Namely, Quantum eMotion’s 5th generation technology is now patent pending worldwide. More specifically, the patent application was filed under the Patent Cooperation Treaty. The Patent Cooperation Treaty is an international treaty which provides a means of reserving international patent protection in more than 150 member states until December 2026, at which point pendency will continue nationally in the countries and regions which will have been ultimately selected. | |
Country | Status |
Patent Cooperation Treaty | Rights reserved in all PCT member states until December 2026 |
1.4COMPANY OVERVIEW AND STRATEGY
BUSINESS DEVELOPMENT ACTIVITIES
On March 6, 2026, QeM announced a security milestone for the Krown blockchain ecosystem as 45 billion KROWN tokens—valued at approximately $67.5 million—are now protected within vesting infrastructure supported by quantum-secure cryptographic technology.
On February 27, 2026, QeM announced that it has entered into an agreement to acquire key technology assets through the acquisition of 100% of the issued and outstanding shares of SKV Technology Inc. (“SKV”), a California-based cybersecurity company (the “Transaction”). The assets include the SecureKey™ platform developed and commercialized by Jet Lab Technologie s Inc. (“Jet Lab”) and held by SKV.
On February 24, 2026, QeM announced that it has started trading on the NYSE-American Exchange under the symbol “QNC”. The uplisting to the NYSE American marks a significant advancement in the Company’s strategy to expand its shareholder base and increase its U.S. capital markets exposure.
On January 22, 2026, QeM announced that it has filed a Form 40-F Registration Statement ("Form 40-F") with the United States Securities and Exchange Commission (the "SEC"), in connection with its application to list its common shares ("Shares") on the NYSE American Exchange (the "NYSE American").
On December 18, 2025, Greybox Solutions Inc. announced the official launch of its first reimbursed chronic care and remote patient monitoring (RPM/CCM) services for senior living in the United States, in partnership with QeM and Vigilant Care Monitoring LLC. The initiative includes the opening of Greybox’s U.S. operations and offices via the collaboration with QeM in Irvine, California, positioning the company at the center of one of the most dynamic senior care, medical device and digital health ecosystems in North America.
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On November 3, 2025, QeM and its Partner, Krown Technologies, announced the global launch of Qastle, the world’s first quantum-secured hot wallet to leverage Quantum Entropy-as-a-Service and Post-Quantum Cryptography to safeguard digital assets against emerging cyber and quantum-based threats. Qastle is now live and available to users worldwide.
On October 29, 2025, QeM announced that it’s partner, Energy Plug Technologies Inc. has secured a pre-order for 20 units of its next-generation 261-kilowatt-hour (kWh) Battery Energy Storage System (ESS). This new system is being co-developed by QeM, SEETEL New Energy and Malahat Battery Technologies. Energy Plug’s 261 kWh ESS is engineered to operate seamlessly alongside diesel generators, creating a hybrid configuration that delivers superior efficiency, reliability, and environmental performance for industries requiring dependable off-grid power.
On October 8, 2025, QeM and its partner Krown Technologies announced the global release of Qastle, the world's first quantum-secured hot wallet designed for everyday use. Following extensive development and successful final testing, Qastle will officially launch on November 1st, 2025.
On September 9, 2025, QeM announced an investment in Krown Technologies, LLC of US $400,000 through a convertible debenture. QeM has the right to convert the debenture into equity which would represent a significant stake in Krown. The rationale is to strengthen the strategic collaboration between the Parties, particularly regarding the booming blockchain and crypto markets.
On July 28, 2025, QeM announced it had entered into a strategic partnership with Kold King’s Group Inc. to promote, integrate, and commercialize QeM’s cutting-edge Sentry-Q™ quantum cybersecurity platform across critical infrastructure and security-conscious sectors throughout the Philippines.
On June 30, 2025, QeM announced the conversion of $350,000 in an intangible asset into equity and an additional investment of $350,000 in Greybox Solutions Inc., strengthening its position as the second-largest shareholder in that company. This strategic investment, made at an attractive valuation, reflects QeM’s strong confidence in Greybox’s rapid growth trajectory and unique position in the fast-evolving Remote Care Management and Digital Therapeutics (DTx) sector. Greybox’s recent launch of the secure TakeCareTM platform across Quebec leading rehabilitation centers has led to strategic commercial wins, positioning the company as a rising leader in digital health with a scalable, value-based model across Canada and beyond.
On June 18, 2025, QeM announced that its partner Greybox Solutions has begun to deploy its secure digital health platform, TakeCareTM, across leading rehabilitation centers in Quebec.
On June 2, 2025, QeM announced that it has closed a brokered private placement for proceeds of $12,000,000 upon the issuance of 8,000,000 units. See section 1.10 Cash Flows below, for more details on this transaction.
On April 8, 2025, QeM announced the official launch of its U.S. subsidiary, Quantum eMotion America (QeMA), headquartered in Irvine, California. This strategic expansion marks a significant milestone in QeM’s international growth, designed to accelerate sales, forge new partnerships, and drive business development across the U.S. cybersecurity sector. California was selected for QeM’s first American office due to its vibrant technology ecosystem, access to top-tier talent, strategic global connectivity, and strong support for innovative enterprises. Irvine, in particular, offers proximity to major defense, enterprise, and academic hubs, positioning QeMA for sustained growth and market leadership.
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On February 24, 2025, QeM announced that it has closed a brokered private placement for proceeds of $10,000,000 upon the issuance of 13,333,333 units. See section 1.10 Cash Flows below, for more details on this transaction.
On February 20, 2025, Krown Technologies, Ltd. officially unveiled Excalibur, the world’s first quantum-secured crypto cold wallet, powered by QeM’s cutting-edge QRNG technology. This next-generation hardware wallet redefines digital asset security by integrating true quantum randomness that would make it the most secure crypto wallet ever developed. After months of collaboration and meticulous development planning, Excalibur is designed to safeguard digital assets against even the most advanced cyber threats, including those posed by quantum computing. With its sleek, compact form—no larger than a thumb drive, Excalibur delivers unbreakable cryptographic security to crypto holders worldwide. As part of this partnership, Krown Technologies has secured a five-year, non-exclusive global license to integrate QeM’s proprietary QRNG technology into blockchain applications. Both companies will collaborate on the commercialization of Excalibur, operating under a revenue-sharing business model that aligns their mutual commitment to advancing secure digital asset storage.
On February 19, 2025, QeM announced a non-exclusive licensing agreement with Quantolio, a leading provider of AI-driven financial solutions. This strategic partnership grants Quantolio access to QeM’s proprietary Entropy-as-a-Service (EaaS) technology, enabling advancements in financial applications and quantum artificial intelligence (Quantum AI). Under the terms of the agreement, Quantolio will integrate QeM’s quantum-based technology into its AI-powered financial platforms. QeM’s EaaS technology provides robust, high-entropy quantum randomness, ensuring enhanced security and performance in sensitive financial computations and AI-driven decision-making processes. For instance, EaaS can synergize AI-powered financial forecasting platforms by guaranteeing truly unpredictable stochastic processes. QRNG technology enhances Monte Carlo simulations, optimizes risk management models, and improves market prediction capabilities. Quantolio receives a non-exclusive, worldwide license to leverage QeM’s proprietary EaaS technology within finance, FinTech, and Quantum AI applications. In exchange, Once the Quantum-powered financial platforms are commercially available, Quantolio will pay QeM an annual licensing fee of $1.0 million, with additional revenue-sharing terms
On December 23, 2024, QeM announced a major milestone in the commercialization of its cloud-based Sentry-Q platform, designed to address critical, unmet cybersecurity challenges in modern telemedicine and digital healthcare. QeM’s partner, GreyBox Solutions entered a strategic commercial alliance with Becton Dickinson (BD), a global powerhouse in the medical device and diagnostics industry with over $20 billion in annual sales. This partnership centers on advancing remote patient monitoring to improve the quality of life for patients with chronic diseases while empowering clinicians to monitor multiple patients efficiently. The initiative will launch in Canada, expand to the USA, and potentially scale to global markets.
On December 16, 2024, QeM and Krown Technologies Ltd, a leading innovator in Blockchain, FinTech, and Artificial Intelligence infrastructure, a leader in classical and quantum cybersecurity solutions, announced a strategic alliance. This partnership, formalized through a Memorandum of Understanding (MOU), represents a significant milestone in advancing security, functionality, and efficiency within the blockchain ecosystem.
On April 8, 2024, CSR5 GLOBAL Inc. and QeM announced a landmark partnership aimed at redefining the landscape of cybersecurity. This strategic alliance positions QeM as the exclusive provider of cutting-edge, post-quantum cryptography and cloud-based security solutions to CSR5, marking a significant leap forward in our shared commitment to reducing risk through enhanced response, resilience, and recovery capabilities. Through this partnership, QeM's state-of-the-art
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technology will become a cornerstone of CSR5's comprehensive security solutions, designed to tackle the challenges of today's digital age head-on.
On January 10, 2024, QeM launched Quantum eHealth Inc., a subsidiary focused on healthcare applications for its advanced cybersecurity technology. By spinning off its Digital Healthcare Cybersecurity Activities into this new entity, QeM aims to capitalize on the growing digital healthcare security market. Quantum eHealth Inc. will hold an exclusive license to use QeM's intellectual property in the healthcare sector. Meanwhile, QeM will continue developing and marketing various iterations of its QRNG across other sectors, including financial services, blockchain, military, information technology and others.
1.5SELECTED PERIODIC INFORMATION
| | Periods ended December 31 | ||||
|
| 2025 |
| 2024 | | 2023 |
| | $ | | $ | | $ |
Net revenues |
| 11,171 |
| — | | — |
Net loss and comprehensive loss |
| (10,901,322) |
| (2,968,738) | | (2,386,775) |
Basic and diluted loss per share |
| (0.053) |
| (0.020) | | (0.018) |
| | Balance on | ||
| | December 31, 2025 | | December 31, 2024 |
| | $ | | $ |
Cash and marketable securities |
| 39,190,779 |
| 1,359,406 |
Total assets |
| 42,238,572 |
| 1,857,449 |
Total liabilities |
| 647,856 |
| 519,606 |
Equity |
| 41,590,716 |
| 1,337,843 |
1.6Licenses and Property, Plant and Equipment
The carrying amount of non-current assets on December 31, 2025, is:
| | PP&E | | Licenses | | Total |
| | | | $ | | $ |
Cost | |
| | |
| |
December 31, 2024 | | — | | 446,112 | | 446,112 |
Additions | | 31,928 | | — | | 31,928 |
December 31, 2025 | | 31,928 | | 446,112 | | 478,039 |
Accumulated amortization, impairment and loss on derecognition | | | | | | |
December 31, 2024 | | — | | 116,722 | | 116,722 |
Amortization | | 2,951 | | 22,306 | | 25,257 |
December 31, 2025 | | 2,951 | | 139,028 | | 141,979 |
Netbook value | | | | | | |
December 31, 2024 | | — | | 329,389 | | 329,389 |
December 31, 2025 | | 28,977 | | 307,084 | | 336,061 |
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In relation to the license, the Company will pay a royalty of 5% calculated on the net sales price of products sold by the Company until the expiry of the last patent, which is expected to be in May 2035.
1.7SELECTED FINANCIAL INFORMATION AND OPERATING RESULTS
| | Periods ended December 31 | ||||
| | 2025 | | 2024 | | Variance Inc/(dec) |
| | $ | | $ | | $ |
Revenues | | | | | | |
Greybox |
| 9,979 |
| — |
| 9,979 |
Krown |
| 1,172 |
| — |
| 1,172 |
Total Revenues |
| 11,171 |
| — |
| 11,171 |
Expenses |
| |
| |
| |
- Product development - compensation |
| 173,026 |
| 140,599 |
| 32,427 |
- Product development - third parties |
| 799,914 |
| 526,284 |
| 273,631 |
- Intellectual property |
| 133,547 |
| 77,117 |
| 56,430 |
- Regulatory & compliance |
| 294,988 |
| 144,000 |
| 150,988 |
- Other |
| 25,307 |
| — |
| 25,307 |
Total Research and Development |
| 1,426,782 |
| 888,000 |
| 538,782 |
- Compensation |
| 1,150,158 |
| 739,005 |
| 411,153 |
- Professional fees (legal; audit; BOD fees) |
| 570,598 |
| 340,961 |
| 229,637 |
- Administration (IT; Lease; travel) |
| 348,209 |
| 270,785 |
| 77,424 |
- Capital market related costs (TSXV; filing fees) |
| 170,504 |
| 114,985 |
| 55,520 |
Total General and Administrative |
| 2,239,469 |
| 1,465,736 |
| 773,733 |
- Compensation |
| 89,152 |
| — |
| 89,152 |
- Market development / consulting |
| 463,649 |
| 183,341 |
| 280,308 |
- Conferences & promotion |
| 283,781 |
| — |
| 283,781 |
Total Marketing and Selling |
| 836,582 |
| 183,341 |
| 653,241 |
Share-based payments |
| 6,833,609 |
| 399,843 |
| 6,433,766 |
Amortization |
| 49,358 |
| 22,307 |
| 27,051 |
Net financial expense (income) |
| (473,307) |
| 9,511 |
| (482,818) |
Total Expenses |
| 10,912,493 |
| 2,968,738 |
| 7,943,755 |
Net loss and comprehensive loss for the year |
| 10,901,322 |
| 2,968,738 |
| 7,932,584 |
Basic and diluted loss per share |
| 0.053 |
| 0.020 |
| 0.038 |
Weighted average number of common shares outstanding |
| 207,548,718 |
| 148,428,317 |
| 38,271,129 |
| | Periods ended December 31 | ||||
Number of Employees at Year End | | 2025 | | 2024 | | Variance Inc/(dec) |
Research and development | | 5 | | 2 | | 3 |
General and administrative |
| 7 |
| 3 |
| 4 |
Marketing and selling |
| 1 |
| — |
| 1 |
Total |
| 13 |
| 5 |
| 8 |
13
| ● | Revenues – the Company achieved its first revenues in late 2025, emanating from its agreements with Greybox and Krown Technologies. Royalties with Greybox are 10% of their sales of $99,790; while royalties with Krown in the first year of the agreement are 5% of $23,420. Royalties with Krown will increase to 10% as of the second year of sales starting in November 2026. |
| ● | R&D - increase of $538,702: relates to additional headcount and ramped up spending on projects in product development; increased compensation and startup of FIPS in regulatory; and an increase in patent costs, as stated in the use of funds. |
| ● | G&A - increase of $773,733: increase relates to additional headcount in the subsidiary to develop the US market; higher professional fees; higher travel/conference costs; and increased listing fees. |
| ● | Marketing - increase of $653,241: relates to additional headcount; increased efforts to market development with higher conference/travel costs; and higher promotional spending. |
| ● | Financial Expense: the gain of $482,818 relates to investing excess cash in safe, interest-bearing investments |
| ● | Share-based payments: the increase of $6.4 million in this non-cash expense relates to the high number of options granted and that approximately 40% of the options vested immediately, bringing most of the related expense into the first year of the award. |
| ● | Note R&D for 2024 was restated to conform to 2025 reporting with the offset in G&A. The total transfer was $178,621 and related to patents and wages. |
1.8SUMMARY OF QUARTERLY RESULTS
The following table sets forth selected quarterly financial information for each of the twelve most recently completed quarters.
| | Net loss and comprehensive | | Basic and diluted loss per |
Three-month period ended | | loss for the period | | share |
| | $ | | $ |
December 31, 2025 |
| (4,345,054) |
| (0.021) |
September 30, 2025 |
| (1,687,499) |
| (0.008) |
June 30, 2025 |
| (1,517,433) |
| (0.008) |
March 31, 2025 |
| (3,351,336) |
| (0.020) |
December 31, 2024 |
| (1,151,251) |
| (0.008) |
September 30, 2024 |
| (597,403) |
| (0.004) |
June 30, 2024 |
| (727,891) |
| (0.005) |
March 31, 2024 |
| (492,193) |
| (0.004) |
December 31, 2023 |
| (792,952) |
| (0.006) |
September 30, 2023 |
| (556,376) |
| (0.004) |
June 30, 2023 |
| (532,956) |
| (0.004) |
March 31, 2023 |
| (504,492) |
| (0.004) |
1.9 | LIQUIDITY |
On December 31, 2025, the Company had net working capital (current assets in excess of current liabilities) of $37,116,981 compared to net working capital of $1,054,806 on December 31, 2024.
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1.10 | CASH FLOWS |
| | Periods ended December 31 | ||||
| | 2025 | | 2024 | | Variance Inc/(dec) |
| | $ | | $ | | $ |
Net cash from: | | | | | | |
Operating activities | | (4,072,342) |
| (2,112,508) |
| (1,959,834) |
Investing activities | | (41,342,267) |
| 668,488 |
| (42,010,755) |
Financing activities | | 44,301,856 |
| 2,487,800 |
| 41,814,056 |
Increase (decrease) in cash | | (1,112,743) |
| 1,043,780 |
| — |
Cash, beginning of period | | 1,359,406 |
| 315,626 |
| — |
Cash, end of period | | 246,653 |
| 1,359,406 |
| — |
Cash used in operations to December 31, 2025, increased by $2.0 million versus the same period in the prior year reflecting the increasing investment in staff and promotional activity to transition the Company to commercialization; establish a presence in the US market; as well increasing the investment in product development to develop additional intellectual property.
The use of cash in investing activities relates to investing excess cash of $38.9 million in safe, interest-bearing instruments with two chartered Canadian banks ($37.6M) and a large US bank ($1.3M); and making equity investments of $2.4 million with three partners to enhance revenue generating opportunities.
The inflow of cash in financing activities relates to the two financings in 2025 summarized below which generated cash inflows of $20.3 million (2024: $2.3 M); and the exercise of warrants and stock options which generated cash inflows of $24.0 million (2024: $1.4M)
Summary of financings in 2025:
On June 2, 2025, the Company completed a brokered LIFE financing, issuing a total of 8,000,000 units at a price of $1.50 per unit for gross proceeds of $12,000,000. Each unit is comprised of one common share and one warrant of the Company. Each warrant entitles its holder to acquire one common share of the Company at a price of $1.82 for a period of 3 years following the closing of the date of issuance. There is no hold period for trading the warrants.
Unit issuance costs, which include a broker fee of 6.0% as well as legal and listing costs, of $857,178 were recorded in the second quarter of 2025. In addition, the Company issued 320,000 warrants representing 4% of the units issued to the Agent that brokered the private placement. Each warrant entitles its holder to acquire one common share of the Company at a price of $1.66 for a period of 2.5 years following the closing of the date of issuance. There is no hold period for trading the warrants.
The net proceeds were intended to further accelerate R&D through hiring more staff and further expand our current R&D programs; significantly increase our promotional budgets to establish the QeM brand in the US and elsewhere which is expected to accelerate the transition to commercialization; to be opportunistic in our search for collaboration partners and/or seek out M&A opportunities; and for general working capital purposes.
On February 24, 2025, the Company completed a brokered LIFE financing, issuing a total of 13,333,333 units at a price of $0.75 per unit for gross proceeds of $10,000,000. Each unit is comprised of one common share and one warrant of the Company. Each warrant entitles its holder
15
to acquire one common share of the Company at a price of $1.10 for a period of 3 years following the closing of the date of issuance. There is no hold period for trading the warrants.
Unit issuance costs, which include a broker fee of 6.5% as well as legal and listing costs, of $811,413 were recorded in the first quarter of 2025. In addition, the Company issued 666,666 warrants representing 5% of the issued units to the Agent that brokered the private placement. Each warrant entitles its holder to acquire one common share of the Company at a price of $0.88 for a period of 2.5 years following the closing of the date of issuance. There is no hold period for trading the warrants.
Summary of financings in 2024:
On November 15, 2024, the Company completed a non-brokered private placement, issuing a total of 7,500,000 units at a price of $0.10 per unit for gross proceeds of $750,000. Each unit is comprised of one common share and one warrant. Each warrant entitles its holder to acquire one common share of the Company at a price of $0.20 for a period of 24 months following the closing of the private placement. The securities issued in the private placement are subject to a four-month and one day hold period expiring on March 16, 2025. Unit issuance costs of $100 were recorded and paid in the fourth quarter of 2024.
On March 20, 2024, the Company completed a non-brokered private placement, issuing a total of 15,000,000 units at a price of $0.05 per unit for gross proceeds of $750,000. Each unit is comprised of one common share and one warrant of the Company. Each warrant entitles its holder to acquire one common share of the Company at a price of $0.15 for a period of 12 months following the closing of the private placement. The securities issued in the private placement are subject to a four-month and one day hold period expiring on July 22, 2024. Unit issuance costs of $1,000 were recorded and paid in the first quarter of 2024
Financing | Projected expenditures of proceeds | Actual expenditures of |
|---|---|---|
November 15, 2024: Private placement of units for gross proceeds of $750,000 | The net proceeds were intended to provide working capital to further continue its R&D development. | No variance. All net proceeds have been used as intended. |
March 20, 2024: Private placement of units for gross proceeds of $750,000 | The net proceeds were intended to provide working capital to further continue its R&D development. | No variance. All net proceeds have been used as intended. |
February 24, 2025: Private placement of units for gross proceeds of $10,000,000 | The net proceeds were intended to be used to accelerate the pace of R&D efforts; hire staff for commercialization initiatives; be opportunistic in securing value-adding collaboration agreements; and for general working capital needs. | No variance. The Company increased its spending by $2.0 million in 2025 versus 2024 as it ramped up its spending in all areas of the business thereby carrying out its intended use of funds. |
16
Financing | Projected expenditures of proceeds | Actual expenditures of |
June 2, 2025: Private placement of units for gross proceeds of $12,000,000 | The net proceeds were intended to further accelerate R&D through hiring more staff and further expand our current R&D programs; significantly increase our promotional budgets to establish the QeM brand in the U.S. and elsewhere which is expected to accelerate the transition to commercialization; to be opportunistic in our search for collaboration partners and/or seek out M&A opportunities; and for general working capital purposes. | No variance. The Company is planning to increase its spending by approximately $5.0 to $7.0 million in 2026 versus 2025 as it continues to invest in R&D and commercialization. It will also be able to be opportunistic in the event value-added collaborations or M&A opportunities arise. |
1.11STOCK OPTIONS
| | December 31, 2025 | | December 31, 2024 | ||||
| | Number of | | Weighted average | | Number of | | Weighted average |
| | options | | exercise price | | options | | exercise price |
| | | | $ | | | | $ |
Balance outstanding, beginning of period | | 10,452,237 |
| 0.14 | | 9,139,737 |
| 0.13 |
Granted | | 10,245,000 |
| 1.57 | | 1,850,000 |
| 0.20 |
Exercised | | (2,162,500) |
| 0.25 | | (250,000) |
| 0.09 |
Expired / cancelled / Forfeited | | (1,350,000) |
| 0.23 | | (250,000) |
| 0.12 |
Balance outstanding, end of year | | 17,184,737 |
| 0.97 | | 10,452,237 |
| 0.14 |
Balance exercisable, end of period | | 11,017,237 |
| 0.45 | | 8,791,612 |
| 0.14 |
The weighted average remaining contractual life for options outstanding on December 31, 2025, is 7.3 (December 31, 2024 – 4.64) years.
Share-based compensation recognized under this plan amounted to $6,833,609 for the period ended December 31, 2025 (December 31, 2024 - $399,843). Options are awarded to officers, employees, consultants and occasionally to third parties and are recorded to general and administrative expenses.
17
1.12 | OFF-BALANCE SHEET ARRANGEMENTS |
The Company does not have any off-balance sheet arrangements.
1.13 | FINANCIAL INSTRUMENTS |
All financial instruments are recognized when the Company becomes a party to the contractual provisions of the financial instrument and are initially measured at fair value plus transaction costs, except for financial assets and financial liabilities carried at fair value through profit or loss, which are measured initially at fair value. Financial assets are derecognized when the contractual right to the cash flows from the financial assets expires, or when the financial asset and all substantial risks and rewards are transferred. Refer to Note 14 of the annual consolidated financial statements for the year ended December 31, 2025, for additional information on the Company’s financial instruments.
1.14 | FINANCIAL RISK MANAGEMENT |
In the normal course of operations, the Company is exposed to various financial risks. Refer to Note 14 of the annual consolidated financial statements for the year ending December 31, 2025, for additional information on the Company’s main financial risks.
1.15 | MANAGEMENT OF CAPITAL |
The capital structure of the Company consists of equity attributable to common shareholders, comprising issued share capital, reserves and deficit. The Company’s objectives when managing capital are to: (i) preserve capital; (ii) obtain the best available net return; and (iii) maintain liquidity.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In 2025, the Company raised funds with two financings to strengthen its ability to transition the company to commercialization. As a result of these two financings and coupled with the significant proceeds received from the exercise of warrants associated with these financings, and to a lesser extent the exercise of options in 2025, the Company modified its approach to managing its capital. The Company invested its excess cash in both marketable securities including guaranteed income certificates (GIC) from a major Canadian bank as well as equity investments with three partner-companies.
The Company is not subject to externally imposed capital requirements other than the terms of its GICs.
1.16 | RELATED PARTY TRANSACTIONS |
The Company’s related parties include companies owned by key management. The Company paid Management fees to key management through their management companies as follows
| ● | Management fees of $72,000 to LVR Capital, a company owned by the Chief Financial Officer. As at December 31, 2025, $6,898 (2024 – $5,750) was due to that company. |
| ● | Salary and bonus of $420,000 to Francis Bellido, the Chief Executive Officer. As at December 31, 2025, $120,000 was due to Francis Bellido (2024 – $161,306 was due to Aurakle Research Capital, a company controlled by Francis Bellido). |
18
| ● | Management fees of $30,000 plus other fees of $164,493 to Baystream Corporation, a company owned by a Director. As at December 31, 2025, $ 12,640 (2024 – $17,680) was due to that company. |
| ● | Management fees of $30,000 plus consulting fees of $41,697 to Red River Solutions a company owned by a Director. As at December 31, 2025, $14,175 (2024 – $7,875) was due to that company. |
| ● | Management fees of $30,000 to SLT Solutions, a company owned by a Director. As at December 31, 2025, $7,500 (2024 – $7,500) was due to that company. |
| ● | Management fees of $41,697 (USD 30,000) plus compensation of $149,228 (USD 108,000) to CyberDef LLC, a company owned by a Director. As at December 31, 2025, $30,605 (USD 22,353 (2024 $10,790 (USD 7,500) was due to that company. |
| ● | Research and development costs of $684,397), (2024: $434,609) to Fileglobal, a company owned by a Director. As at December 31, 2025, $35,353 (2024, $25,775) was due to that company |
Transactions with key management
The key management of the Company are the members of senior management and the Board. The remuneration and other expenses for the period ending December 31, 2025, for key management (including the amounts above) are as follows:
| | December 31, 2025 | | December 31, 2024 |
| | $ | | $ |
Research and development |
| 684,397 |
| 434,609 |
Share based costs |
| 3,394,749 |
| 367,855 |
General & administration |
| |
| |
Management salaries and fees |
| 772,924 |
| 624,569 |
Other fees |
| 214,243 |
| 154,936 |
|
| 5,066,313 |
| 1,581,969 |
1.17 | CRITICAL ACCOUNTING ESTIMATE AND JUDGEMENTS |
The critical accounting estimates and judgements are described in Note 3 of the annual consolidated financial statements for the year ended December 31, 2025.
1.18 | CHANGES IN MATERIAL ACCOUNTING POLICIES |
The accounting policies used are those described in the Company’s annual consolidated financial statements in Note 3 for the year ended December 31, 2025.
1.19 | OTHER |
Disclosure of Outstanding Securities as of December 31, 2025.
Outstanding common shares: 218,588,670
Outstanding options: 17,184,737
Outstanding share purchase warrants: 7,980,000
19
(s)Francis Bellido, Chief Executive Officer
(s)Marc Rousseau, Chief Financial Officer
Montreal (Quebec), March 31, 2026
| AGREEMENT OF PURCHASE AND SALE OF SHARES OF SKV TECHNOLOGY INC. Made on February 27, 2026 By and among AMBER THOMAS - and – JASON THOMAS as Vendors - and – Quantum eMotion Corp. as Purchaser Sedar+ copy |
| TABLE OF CONTENTS 1. INTERPRETATION ....................................................................................... 2 1.1 Definitions ......................................................................................... 2 1.2 Gender ............................................................................................ 11 1.3 Headings.......................................................................................... 11 1.4 Currency .......................................................................................... 11 1.5 Severability ...................................................................................... 11 1.6 Entire Agreement ............................................................................... 11 1.7 Amendment ...................................................................................... 12 1.8 Waiver ............................................................................................ 12 1.9 Governing Law ................................................................................... 12 1.10 Language ......................................................................................... 12 1.11 Calculating Time Periods ...................................................................... 12 1.12 Obligations of the Vendors .................................................................... 12 1.13 Schedules and Exhibits ......................................................................... 12 1.14 Inconsistency .................................................................................... 13 1.15 Preamble ......................................................................................... 13 1.16 Meaning of “Knowledge” ....................................................................... 13 1.17 Statutes .......................................................................................... 13 2. PURCHASE AND SALE ................................................................................. 13 2.1 Agreement of Purchase and Sale ............................................................. 13 2.2 Purchase Price ................................................................................... 14 2.3 Earn-Out Consideration ........................................................................ 14 2.4 Royalties Consideration ........................................................................ 18 3. REPRESENTATIONS AND WARRANTIES OF THE VENDORS WITH RESPECT TO THEMSELVES . 20 3.1 Due Authorization ............................................................................... 21 3.2 Enforceability.................................................................................... 21 3.3 No Insider ........................................................................................ 21 3.4 No Conflict ....................................................................................... 21 3.5 Title to Purchased Shares ...................................................................... 22 3.6 Proceedings Pertaining to the Purchased Shares ........................................... 22 3.7 Solvency .......................................................................................... 22 3.8 Acknowledgment of Canadian Hold Period .................................................. 22 3.9 Access to Information .......................................................................... 22 3.10 Sophistication and Risk Acknowledgment ................................................... 23 3.11 No Broker-Dealer Involvement ................................................................ 23 4. REPRESENTATIONS AND WARRANTIES OF THE VENDORS WITH RESPECT TO THE CORPORATION .............................................................................................. 23 4.1 Due Incorporation ............................................................................... 23 4.2 No Conflict ....................................................................................... 23 4.3 Shares of the Corporation ..................................................................... 24 4.4 No Subsidiaries or Other Shareholdings ...................................................... 24 4.5 No Options ....................................................................................... 24 4.6 Solvency .......................................................................................... 25 |
| Agreement of Purchase and Sale of Shares /iii 4.7 Corporate Records and Books ................................................................. 25 4.8 Financial Statements and Balance Sheet .................................................... 25 4.9 Owned Real Property and Real Property Leases ............................................ 25 4.10 Compliance with Laws ......................................................................... 25 4.11 Data Protection ................................................................................. 26 4.12 Intellectual Property ........................................................................... 26 4.13 Insurance ......................................................................................... 28 4.14 Bank Accounts and Powers of Attorney ...................................................... 28 4.15 Litigation ......................................................................................... 28 4.16 Tax Matters ...................................................................................... 28 4.17 Employee Matters ............................................................................... 29 4.18 Permits ........................................................................................... 29 4.19 Approvals and Consents ........................................................................ 29 4.20 Material Contracts .............................................................................. 29 4.21 No default under Material Contracts ......................................................... 30 4.22 Stand Alone ...................................................................................... 30 4.23 No Collusion or Unethical Conduct ........................................................... 30 4.24 Restrictions on Business Activities ............................................................ 30 4.25 Indebtedness..................................................................................... 31 4.26 No Liabilities ..................................................................................... 31 4.27 Full Disclosure ................................................................................... 31 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER ..................... 31 5.1 Incorporation .................................................................................... 31 5.2 Authorization .................................................................................... 31 5.3 Enforceability.................................................................................... 32 5.4 No Conflict ....................................................................................... 32 5.5 Compliance with Future Payout Provisions to Vendors for Earn Out Considerations. . 32 5.6 Issuance of Equity Consideration ............................................................. 32 5.7 Resale Registration Covenant ................................................................. 33 6. COVENANTS OF THE VENDORS ...................................................................... 33 6.1 Conduct of Business ............................................................................ 33 6.2 Adverse Change ................................................................................. 34 6.3 Additional Undertakings of the Vendors ..................................................... 34 7. CONDITIONS OF CLOSING ............................................................................ 34 7.1 Conditions for the Benefit of the Purchaser ................................................ 34 7.2 Conditions for the Benefit of the Vendors .................................................. 35 8. POST-CLOSING EMPLOYMENT ....................................................................... 36 9. TERMINATION ......................................................................................... 36 9.1 Termination Events ............................................................................. 36 9.2 Frustration of Closing Conditions ............................................................. 36 9.3 Effect of Termination .......................................................................... 37 10. CLOSING ............................................................................................. 37 10.1 Vendors’ Closing Deliveries .................................................................... 37 |
| Agreement of Purchase and Sale of Shares /iv 10.2 Purchaser Closing Deliveries .................................................................. 38 11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES .......................................... 38 11.1 Survival of Representations and Warranties of the Vendors .............................. 38 11.2 Survival of Representations and Warranties of Purchaser ................................ 39 12. INDEMNIFICATION .................................................................................. 39 12.1 Indemnification by the Vendors............................................................... 39 12.2 Indemnification by Purchaser ................................................................. 40 12.3 Direct Claim ..................................................................................... 40 12.4 Defense of Third Party Claim.................................................................. 40 12.5 No Compromise.................................................................................. 40 12.6 Payment of Direct Claims ...................................................................... 41 13. RESOLUTION OF CONFLICT ....................................................................... 41 14. MISCELLANEOUS .................................................................................... 42 14.1 Press Release and Confidentiality ............................................................ 42 14.2 Further Assurances ............................................................................. 42 14.3 Successors in Interest .......................................................................... 42 14.4 Assignment ....................................................................................... 42 14.5 Notices ........................................................................................... 42 14.6 Expenses ......................................................................................... 44 14.7 Counterparts ..................................................................................... 44 14.8 Survival ........................................................................................... 44 |
| AGREEMENT OF PURCHASE AND SALE OF SHARES made on the 27th day of February, 2026 (the “Agreement Date”). BY AND AMONG: AMBER THOMAS, residing and domiciled at , the United States of America; (hereinafter referred to as “Amber”) AND: JASON THOMAS, residing and domiciled at , the United States of America; (hereinafter referred to as “Jason” and collectively with Amber, the “Vendors”) AND: QUANTUM EMOTION CORP., a corporation incorporated under the laws of Canada, having its registered address at 2300 Alfred Nobel, Suite 209, Montréal (Québec) H4S 2A4, Canada, hereby duly represented by Francis Bellido, in his capacity as president and chief executive officer; (hereinafter referred to as the “Purchaser”) AND: SKV TECHNOLOGY INC., a corporation incorporated under the laws of the California, having its registered address at 30650 Rancho California Road Suite 406-130 Temecula, California 92591, the United States of America, hereby duly represented by Jason Thomas, in his capacity as President; (hereinafter referred to as the “Corporation”) WHEREAS the Corporation carries on the business of providing high quality cryptographic and digital signature solution (the “Business”). WHEREAS Amber and Jason hold all the issued and outstanding shares of the Corporation. WHEREAS the Purchaser wishes to purchase from the Vendors, on the Closing Date, all and not less than all the issued and outstanding shares of the Corporation, and the Vendors wish to sell to the Purchaser such shares, subject to the terms and conditions of this Agreement. Personal Data Personal Data |
| Agreement of Purchase and Sale of Shares /2 THIS AGREEMENT WITNESSETH THAT, in consideration of the premises set forth herein, the mutual covenants and agreements herein contained and other good and valuable consideration herein contained, it is agreed by and between the Parties as follows: 1. INTERPRETATION 1.1 Definitions For the purposes of this Agreement or any notice, consent, authorization, direction or other communication required or permitted to be given hereunder, the following words and phrases shall have the following meanings, respectively, unless the context otherwise requires: 1.1.1 “Affiliate” shall mean, in respect of any corporation, any corporation which it directly or indirectly controls or is controlled by or with which it is under direct or indirect common control, or any corporation which is directly or indirectly controlled by a corporation which controls the first-mentioned corporation, and for the purpose of this definition, “Control” shall mean, with respect to any corporation, the ownership of shares of such corporation to which are attached more than fifty percent (50%) of the votes that may be cast to elect directors of such corporation including any shares which are voted only upon the occurrence of a contingency where such contingency has occurred and is continuing, in each case where the votes attached to such shares are sufficient, if exercised, to elect a majority of the directors of such a corporation; 1.1.2 “Agreement” shall mean this agreement for the purchase and sale of the Purchased Shares (including its preamble and all Schedules and Exhibits hereto), including any amendment hereto or restatement hereof effected in compliance with the terms hereof; 1.1.3 “Agreement Date” shall have the meaning ascribed thereto in the Preamble; 1.1.4 “Allocation Percentage” shall mean, for each Vendor, the percentage specified opposite such Vendor’s name below: (a) Amber: 50% (b) Jason: 50% 1.1.5 “Applicable Securities Laws” means, collectively, the U.S. Securities Act, the rules and regulations promulgated thereunder, including Regulation D, Regulation S and Rule 144, applicable U.S. state securities or “blue sky” laws, and all applicable Canadian federal and provincial securities laws, rules, regulations and policies, including applicable stock exchange policies. 1.1.6 “Assets” shall mean all of the Corporation’s right, title and interest in and to the Business, properties, assets and rights of any kind, whether tangible or intangible, movable or immovable (including, for greater certainty, any and all Intellectual Property and information technology), used in connection with the Business and owned by the Corporation or in which the Corporation has |
| Agreement of Purchase and Sale of Shares /3 any interest, including, without limitation, to the properties, assets and rights as of the Closing Date; 1.1.7 “Base Maximum Consideration” shall have the meaning ascribed thereto in Section 2.3.4; 1.1.8 “Base Payment” shall have the meaning ascribed thereto in Section 2.3.2; 1.1.9 “Books and Records” shall mean all books of accounts, ledgers, Tax Returns and other Tax refunds, personnel records, historic documents relating to the Business, the Purchased Shares, including, without limitation, working materials and sales and marketing materials, clients and suppliers lists, referral sources, research and development reports and records, production reports and records, equipment logs, operating and installation guides and manuals, business reports, plans and projections and all other documents, titles, correspondence and other information of the Corporation (whether in written, electronic or any other form); 1.1.10 “Business” shall have the meaning ascribed thereto in the Preamble; 1.1.11 “Business Day” shall mean any day, other than a Saturday, Sunday, or other day on which the principal commercial banks located in Montréal, Québec, Canada are not open for business during normal banking hours; 1.1.12 “Closing” shall mean the completion of the acquisition by the Purchaser of the Purchased Shares in accordance with Section 10; 1.1.13 “Closing Date” shall be the Agreement Date, or such other date as may be agreed in writing between the Parties; 1.1.14 “Closing Documents” shall mean this Agreement and all documentation relating to the acquisition by the Purchaser of the Purchased Shares and the transactions contemplated hereby; 1.1.15 “Constating Documents” shall mean, in respect of any entity, the corporate and constating documents, including, without limitation, all certificates, articles, constituting documents, by-laws, limited liability company agreement, operating agreement, partnership agreement, deed of trust or other similar organisational documents of such entity and any amendment thereto; 1.1.16 “Contract” shall mean any written or oral legally binding contract, agreement, instrument, arrangement, commitment or undertaking of any nature (including leases, subleases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts, letters of intent and purchase orders), including all amendments, supplements, exhibits and schedules thereto; 1.1.17 “Corporation” shall have the meaning ascribed thereto in the preamble, and includes any predecessors thereof or any successors thereof; |
| Agreement of Purchase and Sale of Shares /4 1.1.18 “Corporation Financial Information” means the Corporation’s (i) financial statements for the financial year of the Corporation ended December 30, 2024, and (ii) the balance sheet of the Corporation as at December 30, 2025; 1.1.19 “Data” shall mean all data collected, generated, or received by the Corporation in connection the use of its Intellectual Property in the conduct of the Business or the marketing, delivery, or use of the website hosted at https://securekeygroup.com/ including but not limited to Personal Data; 1.1.20 “Data Breach” shall mean the actual or suspected loss of, unauthorized access to, or use of, or unauthorized disclosure of Data under the control of the Corporation, or on behalf of the Corporation, as defined under applicable Data Protection Laws; 1.1.21 “Data Protection Laws” shall mean any applicable Laws on data protection, including the California Consumer Protection Act; 1.1.22 “Deadlock” shall have the meaning ascribed thereto in Section 2.3.21; 1.1.23 “Deadlock Notice” shall have the meaning ascribed thereto in Section 2.3.21; 1.1.24 “Deemed Issue Price” shall mean the VWAP or if the VWAP is less than the Discounted Market Price (as defined in the policies of the TSX venture Exchange), the Deemed Issue Price shall be the Discounted Market Price. 1.1.25 “Direct Claim” shall mean any proceeding instituted or any claim or demand asserted by the Purchaser against the Vendors; 1.1.26 “Earn-Out Achievement Report” shall mean the report of the Earn-Out Committee in the form attached as Exhibit 2.3.18; 1.1.27 “Earn-Out Calculation” shall have the meaning ascribed thereto in Section 2.3.16; 1.1.28 “Earn-Out Committee” shall have the meaning ascribed thereto in Section 2.3.16; 1.1.29 “Earn-Out Consideration” shall have the meaning ascribed thereto in Section 2.3.1; 1.1.30 “Earn-Out Milestones” shall have the meaning ascribed thereto in Section 2.3.1; 1.1.31 “Earn-Out Period” shall mean two (2) full financial years of the Corporation as from the Closing Date; 1.1.32 “Employees” shall mean all of the employees of the Corporation and, for greater certainty, includes without limitation (i) employees employed on an hourly or salaried basis, (ii) unionized and non-unionized employees, (iii) full-time, part-time, fixed-term or indeterminate term or temporary employees, and (iv) employees receiving short-term or long-term disability benefits or |
| Agreement of Purchase and Sale of Shares /5 payments or worker’s compensation, (v) employees on secondment, and (vi) any other employees who are not actively at work but whose employment contracts have not been terminated; 1.1.33 “Employment Agreement” shall mean the employment agreement entered into on the Closing Date, or such other date as may be agreed between the Parties, between the Corporation and Jason, substantially in the form attached hereto as Exhibit 1.1.33; 1.1.34 “Encumbrances” shall mean (i) all hypothecs, mortgages, pledges, privileges, encumbrances, security interests, transfers of property in stock, charges, deposits, servitudes, easements, reserves, conditional sale contracts, ownership or title retention agreements, leases, occupation rights, encroachments, homologated lines, restrictive covenants, title defects and other encumbrances or rights of others of any nature whatsoever or, however, arising, including in connection with Taxes, (ii) all arrangements or conditions that in substance secures payment or performance of an obligation, and (iii) all actions, claims or demands of any nature whatsoever or howsoever arising; and “Encumbrance” shall mean any one of them; 1.1.35 “Equity Consideration” shall mean any Base Payment or portion thereof made in QeM Shares, as provided under Section 2.3.25; 1.1.36 “Fundamental Representations” shall have the meaning ascribed thereto in Section 11.1.1.2; 1.1.37 “Governmental Authority” shall mean (i) any domestic or foreign national, federal, provincial, state, regional, municipal or other government or body, (ii) any multinational, multilateral or international body, (iii) any subdivision, ministry, department, secretariat, bureau, agency, commission, board, instrumentality or authority of any of the foregoing governments or bodies, (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing governments or bodies, or (v) any domestic, foreign, international, multilateral or multinational judicial, quasi-judicial, arbitration or administrative court, tribunal, grand jury, commission, board or panel, and (iv) any stock exchange or securities regulatory authority; 1.1.38 “IFRS” shall mean the International Financial Reporting Standards as issued by the International Accounting Standards Board and which have been prescribed as being Canadian generally accepted accounting principles for publicly accountable enterprises, in effect as at the date on which such reference is being applied or is required to be applied; 1.1.39 “Indemnified Party” shall have the meaning ascribed thereto in Section 12.1; 1.1.40 “Indemnifying Party” shall have the meaning ascribed thereto in Section 12.1; 1.1.41 “Indebtedness” means, in relation to the Corporation, any: |
| Agreement of Purchase and Sale of Shares /6 (a) indebtedness, obligations or Liabilities of whatsoever nature and kind of the Corporation for borrowed money or for the deferred purchase price of property or services (including reimbursement and all other obligations with respect to surety bonds, letters of credit, note purchase obligations and bankers’ acceptances, and any related fees or expenses (including overdrafts) as well as any loans or advances from shareholders or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money, whether current or funded, or secured or unsecured; (b) obligations of the Corporation evidenced by notes, bonds, debentures, mortgages, or similar debt instruments or covenants to create the same; (c) indebtedness arising under capitalized leases, conditional sales contracts and other similar title retention instruments; and (d) indebtedness, obligations or liabilities to any Governmental Authority under any subsidy, contribution or similar agreement; 1.1.42 “Intellectual Property” shall mean any or all intellectual property rights in any jurisdiction throughout the world, whether registered or not, including, without limitation, those rights arising out of or related to: (i) all domestic and foreign patents and applications therefore and all re-examinations, reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof, (ii) all trade-marks, trade names, service marks, service names, certification marks, brands, logos, trade dresses, prototypes, proprietary devices and machines, domain names (including, without limitation, sub-domain names, social media identifiers), together with the goodwill associated with all of the foregoing, (iii) all copyrights and works protected by copyright including, without limitation, computer software, documentation, designs, schematics, specifications or records, (iv) all inventions (whether or not patentable), and (v) all proprietary and confidential business and technical information including, without limitation, technical data, trade secrets, ideas, formulae, algorithms, methods, techniques, processes, procedures, drawings, research and development and technology know-how, test results, formulations, technical papers, published works, databases, CAD files, data compilations and collections and technical data; including, in the case of each of clauses (i) through (vi), inclusively, whether such rights are registered or not and, in the case of each of clauses (i) through (vi), exclusively, any and all registrations, applications, recordings, common law rights and Contracts, all rights of privacy or moral rights, however denominated, throughout the world and in all media now known, and all rights to sue at law or in equity for any past, present or future infringement or other impairment of any and all of the foregoing, including the right to receive all proceeds and damages therefrom, where applicable at Law; 1.1.43 “Issuance Date” shall mean the date on QeM Shares are issued to the Vendors in the settlement of a Base Payment; |
| Agreement of Purchase and Sale of Shares /7 1.1.44 “Knowledge” shall have the meaning ascribed thereto in Section 1.16; 1.1.45 “Laws” shall mean: 1.1.45.1 all constitutions, treaties, laws, statutes, codes (including, without limitation, construction codes), ordinances, orders, decrees, rules, regulations, and municipal by-laws, whether domestic, foreign or international; 1.1.45.2 all judgments, orders, writs, injunctions, decisions, rulings, decrees, and awards of any Governmental Authority; 1.1.45.3 all policies, instruments, voluntary restraints, practices and guidelines of any Governmental Authority; and 1.1.45.4 all provisions of the foregoing; and “Law” shall mean any one of them; 1.1.46 “Liabilities” shall mean, without duplication, any Indebtedness, obligations, Encumbrances, commitments, demands and expenses of any nature or kind, whether known or unknown, accrued or unaccrued, absolute, contingent or otherwise and whether due or to become due, of any Person; 1.1.47 “Losses” shall mean any loss, Liability, damage, cost, expense, charge, fine, penalty or assessment suffered by a party, including the awards, costs and expenses of any action, suit, proceeding, demand, assessment, judgment, settlement or compromise and all interest, and reasonable professional fees and disbursements; 1.1.48 “Material Adverse Change” shall mean any result, occurrence, fact, change, event or effect (including, for the avoidance of doubt, any changes of Laws) that, individually or in the aggregate, has, or could reasonably be expected to have, a materially adverse effect on the Business, the Intellectual Property of the Corporation or the Corporation’s ability to operate the Business immediately after Closing substantially in the manner operated before Closing; 1.1.49 “Net Sales” shall mean the gross amounts invoiced by the Purchaser or any of its Affiliates to third parties for sales of products or services that incorporate, embed, are derived from, or otherwise include the Corporation’s cryptographic software, technology, or intellectual property (including the SecureKey Technology), less only the following deductions to the extent actually granted, allowed, or collected, as applicable: (i) customary trade, quantity, or volume discounts actually granted to customers in the ordinary course of business; (ii) credits, refunds, or chargebacks for returns or rejected products; and (iii) sales, use, value-added or similar taxes or duties collected from customers and remitted to a Governmental Authority. No other deductions shall be permitted in the calculation of Net Sales, including, without limitation, deductions for marketing, sales, administrative, |
| Agreement of Purchase and Sale of Shares /8 overhead, shipping, handling, insurance, commissions, bad debts, distribution, hosting, infrastructure, cloud service fees, cost of goods sold, or similar costs or expenses.Net Sales shall exclude intercompany transfers, internal use licenses, or internal deployments of such products or services, except to the extent that such transfers, licenses, or deployments are made for the purpose of ultimate resale or sublicensing to third-party customers, in which case Net Sales shall be deemed to occur at the time of invoicing to such third-party customers; 1.1.50 “Ordinary Course of Business” shall mean an action taken by a Person if: 1.1.50.1 such action is consistent with the past practices of such Person and is taken in the ordinary course of the day-to-day operations of such Person; 1.1.50.2 such action is not required to be specifically authorized by the board of directors of such Person and is not required to be specifically authorized by the parent company (if any) of such Person; and 1.1.50.3 such action is similar in nature and magnitude to actions customarily taken, without any specific authorization by the board of directors, in the ordinary course of the day-to-day operations of other Persons that are in the same line of business as such Person; 1.1.51 “Parties” shall mean all of the parties hereto collectively; and “Party” shall mean any one of them; 1.1.52 “Permits” shall mean all licenses, permits, franchises, approvals, authorisations, certificates of authorization, registrations, consents or orders of, or filings with, any Governmental Authority necessary for the conduct of the Business; 1.1.53 “Person” shall mean any individual, corporation, cooperative, partnership, trust, unincorporated association, entity with juridical personality or Governmental Authority, and pronouns which refer to a Person have a similarly extended meaning; 1.1.54 “Personal Data” shall mean any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person; 1.1.55 “Proceeding” shall mean any action, suit, claim, notice, request, complaints, application, cause of action, appeals, trial, demand, investigation, audits, hearings, inquiries, assessments, reassessments, arbitration, charges, judgments or grievances; |
| Agreement of Purchase and Sale of Shares /9 1.1.56 “Purchased Shares” shall have the meaning ascribed thereto in Section 2.1; 1.1.57 “Purchase Price” shall have the meaning ascribed thereto in Section 2.2; 1.1.58 “Purchaser” shall have the meaning ascribed thereto in the Preamble; 1.1.59 “QeM Shares” shall mean the common shares of QeM; 1.1.60 “Real Property Leases” shall mean all leases, subleases, licenses, occupancy agreements and other agreements or arrangements in the nature of a lease or right of occupancy of real property pursuant to which the Corporation leases, subleases, licenses or occupies any real property (including all amendments thereto); 1.1.61 “Regulation D” means Regulation D (Rules 501–508) under the U.S. Securities Act; 1.1.62 “Regulation S” means Regulation S (Rules 901–905) under the U.S. Securities Act; 1.1.63 “Representative” shall mean, when used in respect of a Person (i.e. natural person or legal entity), such Person's directors, officers, employees, agents, consultants, legal counsel, attorneys or accountants or other representatives or advisors; 1.1.64 “Restricted Securities” means “restricted securities” as defined in Rule 144(a)(3) under the U.S. Securities Act; 1.1.65 “Royalties” shall mean the royalties payable to the Vendors by the Corporation as described in Section 2.4 Royalties Consideration; 1.1.66 “Royalties Maximum Consideration” shall have the meaning ascribed thereto in Section 2.4; 1.1.67 “Royalties Payments” shall have the meaning ascribed thereto in Section 2.4; 1.1.68 “Rule 144” means Rule 144 under the U.S. Securities Act; 1.1.69 “Tax” means (i) any direct or indirect taxes, social security charges, parafiscal taxes and charges, levies, imposts and any other duties imposed by any municipal, regional, national, international or other Governmental Authority, which the Corporation is required to pay, withhold or collect, including but not limited to any income taxes, capital gains taxes, real property taxes, stamp duties, excise taxes, customs duties, employee withholding taxes, payroll tax, social security and pension contributions, environmental taxes and other governmental charges or duties, and any interest, increases, penalties or other additions in relation thereto, and (ii) any Liability for the payment of any amounts of the type described in section (i) of this definition as a result of becoming, being, or ceasing to be, a member of an affiliated, consolidated, combined or unitary group, for any period, as a result of any tax sharing, tax |
| Agreement of Purchase and Sale of Shares /10 allocation or tax indemnification agreement, arrangement or understanding, or as a result of being liable for another person’s taxes as a transferee or successor, by contract or otherwise; 1.1.70 “Taxing Authority” shall mean any local, municipal, governmental, state, provincial, territorial, federal or other fiscal, customs or excise authority, body or officials anywhere in the world with responsibility for, and competent to impose, collect or administer, any form of Tax; 1.1.71 “Tax Period” shall mean any taxable period (including any taxable period ending on the Closing Date) with respect to which any Tax may be imposed, calculated or reported under Laws; 1.1.72 “Tax Return” shall mean any and all returns, reports, elections, estimates, declarations, information reports or returns or statements, schedules, claims for refunds, claims for any Tax credit, disclosures and other forms and documents (including, without limitation, all exhibits, statements and other attachments thereto and amendments thereof) relating to, and required to be filed or maintained in connection with, the calculations, determinations, assessment or collection of, any Taxes; 1.1.73 “Transferred Assets” shall have the meaning ascribed thereto in Section 6.3; 1.1.74 “Third Party Claim” shall have the meaning ascribed thereto in Section 12.4; 1.1.75 “Third Party Consent” means any consent, approval, notice, order, ruling, authorization, acknowledgement, registration, declaration, filing, submission of information, waiver, sanction, license, exemption or Permit necessary or otherwise required from any Governmental Authority or Person or pursuant to any Law in order to consummate the transactions contemplated by this Agreement or any Closing Document; 1.1.76 “Threatened” shall mean a claim, Proceeding, dispute, action, or other matters in respect of which a demand or statement has been made (orally or in writing) or a notice has been given (orally or in writing); 1.1.77 “Transaction Expenses” shall mean all fees, costs, expenses (including Taxes imposed on those expenses) a Party incurs in the authorization, negotiation, preparation, execution and performance of this Agreement and the related transactions, including all fees and expenses of its legal counsel, accountants or other representatives or consultants. For clarity of purpose, for the Vendors, Transaction Expenses shall also include any sum payable to The Inside Path, LLC under the terms of Independent Marketing & Sales Agreement, entered into between JET SecureKey Sales Inc. and The Inside Path, LLC on October 31, 2024; 1.1.78 "TSXV" means the TSX Venture Exchange; 1.1.79 “United States” shall mean the United States of America, its territories and possessions, any State of the United States and the District of Columbia; |
| Agreement of Purchase and Sale of Shares /11 1.1.80 “U.S. Securities Act” means the United States Securities Act of 1933, as amended; 1.1.81 “Vendors” shall have the meaning ascribed thereto in the preamble; and 1.1.82 “VWAP” shall mean the ten (10) trading day volume weighted average trading price of the QeM Shares and shall be determined by dividing the total value by the total volume of QeM Shares as reported on the principal stock exchange or trading market on which the QeM Shares are listed for trading at the relevant time during the ten (10) trading day period ending immediately prior to the Issuance Date. 1.2 Gender Any reference in this Agreement to any gender shall include all genders and words used herein importing the singular number only shall include the plural and vice versa. 1.3 Headings The division of this Agreement into Articles, Sections, Subsections, Schedules, Exhibits and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilised in the construction or interpretation hereof. Unless otherwise expressly provided in this Agreement, the word “including” does not limit the preceding words or terms. 1.4 Currency Except as expressly provided in this Agreement, all amounts in this Agreement are stated and shall be paid in Canadian dollars (CAD). 1.5 Severability Any Article, Section, Subsection, Schedule, Exhibits or other subdivision of this Agreement or any other provision of this Agreement which is, or becomes, illegal, invalid or unenforceable shall be severed herefrom and shall be ineffective to the extent of such illegality, invalidity or unenforceability and shall not affect or impair the remaining provisions hereof, which provisions shall (a) be severed from any illegal, invalid or unenforceable Article, Section, Subsection, Schedule, Exhibit or other subdivision of this Agreement or any other provision of this Agreement, and (b) otherwise remain in full force and effect. 1.6 Entire Agreement This Agreement together with any document to be delivered pursuant hereto constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties. |
| Agreement of Purchase and Sale of Shares /12 1.7 Amendment No amendment shall be binding unless expressly provided in a written instrument duly executed by the Parties. 1.8 Waiver No waiver, whether by conduct or otherwise, of any of the provisions of this Agreement shall constitute a waiver of any of the provisions of this Agreement, unless such waiver is expressly provided in an instrument duly executed by the Party purporting to give such waiver, nor shall such waiver constitute a continuing waiver unless otherwise expressly indicated in such instrument. 1.9 Governing Law This Agreement shall be governed by and interpreted and construed in accordance with the Laws of the Province of Québec and the federal laws applicable therein (excluding any conflict of laws rule or principle, foreign or domestic, which might refer such interpretation to the Laws of another jurisdiction). 1.10 Language The Parties have required that this Agreement and all contracts, documents or notices relating thereto be in the English language. 1.11 Calculating Time Periods Whenever any action to be taken or payment to be made pursuant to this Agreement would otherwise be required to be taken or made on a day that is not a Business Day, such action shall be taken or such payment shall be made on the first Business Day following such day. 1.12 Obligations of the Vendors The obligations, representations, warranties or undertakings made, undertaken or given by both Vendors shall be joint and several among the Vendors. 1.13 Schedules and Exhibits 1.13.1 The following are the Schedules annexed to and incorporated in this Agreement by reference and deemed to be an integral part hereof: Schedule 3.3 Vendors Ownership of QeM securities Schedule 4.3 Shares of the Corporation; Schedule 4.5 Third-Party Purchase Price Participation; Schedule 4.12 Intellectual Property; Schedule 4.17 Independent Contractor; Schedule 4.20 Material Contracts; Schedule 6.3 Transferred Assets. |
| Agreement of Purchase and Sale of Shares /13 1.13.2 The disclosures in the Schedules, and those in any supplement thereto, shall relate to and qualify the entire Agreement. 1.13.3 The following are the Exhibits to this Agreement: Exhibit 1.1.33 Form of Employment Agreement Exhibit 2.3.1 Earn Out Consideration Exhibit 2.3.18 Earn-Out Achievement Report 1.14 Inconsistency This Agreement shall override the Schedules annexed hereto to the extent of any inconsistency. 1.15 Preamble The preamble hereto is incorporated herein by reference and deemed to be an integral part of this Agreement. 1.16 Meaning of “Knowledge” For the purposes of this Agreement, a Person will be deemed to have “Knowledge” of a particular fact or other matter if: 1.16.1 such individual is actually aware of such fact or matter; or 1.16.2 a prudent individual could be expected to discover or otherwise become aware of such fact or matter after reasonable investigation concerning the existence of such fact or matter. The Vendors expressly acknowledge and agree that whenever any of the representations and warranties of the Vendors is made “to the Knowledge of the Vendors”, Knowledge of any of the Vendors shall irrefutably be deemed to constitute Knowledge of the Vendors. 1.17 Statutes References in this Agreement to statutes shall include any statute amending, modifying, re-enacting, restating, extending or made pursuant to the same or which is amended, modified, re-enacted, restated, or extended by the same, in each case to the extent it is in force at the time in question, unless this Agreement expressly provides otherwise. 2. PURCHASE AND SALE 2.1 Agreement of Purchase and Sale Upon and subject to the terms and conditions hereof, on the Closing Date, the Vendors shall sell, assign and transfer to the Purchaser, and the Purchaser shall purchase from the Vendors, directly or indirectly, one hundred percent (100%) of the issued and outstanding shares of the Corporation (the “Purchased Shares”), free of any Encumbrances. |
| Agreement of Purchase and Sale of Shares /14 2.2 Purchase Price The purchase price for the purchase by the Purchaser of the Purchased Shares shall be equal to the sum of the Earn-Out Consideration and the Royalties (collectively, the “Purchase Price”). The Parties acknowledge that there will be no consideration, cash or else, paid by the Purchaser to the Vendors on the Closing Date. 2.3 Earn-Out Consideration 2.3.1 The Vendors shall receive deferred consideration from the Purchaser during the Earn-Out Period based on (a) achievement by the Corporation of the milestones described in Exhibit 2.3.1 (the “Earn-Out Milestones”) and (b) the sales made by the Corporation during the Earn-Out Period (together, the “Earn-Out Consideration”) all as calculated and payable in accordance with Exhibit 2.3.1. 2.3.2 The Earn-Out Consideration shall consist exclusively of milestone-based payments payable upon the achievement of the Earn-Out Milestones (each, a “Base Payment”). 2.3.3 The Parties acknowledge and agree that all Base Payments payable under this Agreement constitute purchase price for the Purchased Shares and shall not be deemed to be compensation for services, wages, consulting fees, or employment-related remuneration. 2.3.4 Notwithstanding anything to the contrary, the aggregate Earn-Out Consideration payable under this Section 2.3.1 shall not exceed a maximum of $7,000,000 in Base Payments (the “Base Maximum Consideration”). 2.3.5 For the purposes of this Agreement, the following milestones (each, an “Earn-Out Milestone”) shall apply to the Earn-Out Consideration. Each Earn-Out Milestone shall be deemed achieved upon satisfaction of the applicable Completion Criteria set out below. 2.3.6 M1 - . This Earn-Out Milestone shall be deemed achieved upon the as evidenced by a functional demonstration conducted by or on behalf of the Corporation, and upon achievement of this Earn-Out Milestone the Vendors shall be entitled to receive a Base Payment of C$750,000. 2.3.7 M2 – . This Earn-Out Milestone shall be deemed achieved upon the , as evidenced by a functional demonstration conducted by or on behalf of the Corporation Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information |
| Agreement of Purchase and Sale of Shares /15 Corporation or the Purchaser as operational for its intended purpose, and upon achievement of this Earn-Out Milestone the Vendors shall be entitled to receive a Base Payment of C$750,000. 2.3.8 M3 – . This Earn-Out Milestone shall be deemed achieved upon the , and upon achievement of this Earn-Out Milestone the Vendors shall be entitled to receive a Base Payment of C$1,500,000. 2.3.9 M4 – . This Earn-Out Milestone shall be deemed achieved upon the and upon achievement of this Earn-Out Milestone the Vendors shall be entitled to receive a Base Payment of C$1,000,000. 2.3.10 M5 – . This Earn-Out Milestone shall be deemed achieved upon the p , and upon achievement of this Earn-Out Milestone the Vendors shall be entitled to receive a Base Payment of C$1,000,000. 2.3.11 M6 – Commercialization Tier 1 Sales. This Earn-Out Milestone shall be deemed achieved upon the execution of one or more binding customer contracts or purchase orders for products or services incorporating SecureKey Technology that, when taken together, result in cumulative Net Sales equal to or greater than C$1,000,000, and upon achievement of this Earn-Out Milestone the Vendors shall be entitled to receive a Base Payment of C$500,000 as the Tier1 cumulative milestone payment, it being acknowledged for greater certainty that any applicable sales-based royalties are governed exclusively by Section 2.4 and do not form part of this Base Payment. 2.3.12 M7 – Commercialization Tier 2 Sales. This Earn-Out Milestone shall be deemed achieved upon the execution of one or more binding customer contracts or purchase orders for products or services incorporating SecureKey Technology that, when taken together, result in cumulative Net Sales equal to or greater than C$2,000,000, and upon achievement of this Earn-Out Milestone the Vendors shall be entitled to receive a Base Payment of C$500,000 as an Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information |
| Agreement of Purchase and Sale of Shares /16 additional Tier 2 cumulative milestone payment, in addition to any previously earned Payments, it being acknowledged for greater certainty that any applicable sales-based royalties are governed exclusively by Section 2.4 and do not form part of this Base Payment. 2.3.13 M8 – Commercialization Tier 3 Sales. This Earn-Out Milestone shall be deemed achieved upon the execution of one or more binding customer contracts or purchase orders for products or services incorporating SecureKey Technology that, when taken together, result in cumulative Net Sales equal to or greater than C$3,000,000, and upon achievement of this Earn-Out Milestone the Vendors shall be entitled to receive a Base Payment of C$500,000 as an additional Tier 3 cumulative milestone payment, in addition to any previously earned Payments, it being acknowledged for greater certainty that any applicable sales-based royalties are governed exclusively by Section 2.4 and do not form part of this Base Payment. 2.3.14 M9 – Commercialization Tier 4 Sales. This Earn-Out Milestone shall be deemed achieved upon the execution of one or more binding customer contracts or purchase orders for products or services incorporating SecureKey Technology that, when taken together, result in cumulative Net Sales equal to or greater than C$5,000,000, and upon achievement of this Earn-Out Milestone the Vendors shall be entitled to receive a Base Payment of C$500,000 as an additional Tier 4 cumulative milestone payment, in addition to any previously earned Payments, it being acknowledged for greater certainty that any applicable sales-based royalties are governed exclusively by Section 2.4 and do not form part of this Base Payment. 2.3.15 During the Earn-Out Period, the Purchaser shall provide commercially reasonable resources, personnel and support consistent with its operation of comparable internal projects, and shall not take or omit to take any action with the primary purpose of avoiding, reducing or delaying the achievement of the Earn-Out Milestones or the payment of Earn-Out Consideration. 2.3.16 Promptly following the Closing, the Purchaser and the Vendors shall establish an earn-out committee (the “Earn-Out Committee”) for the purposes of (i) reviewing and confirming the achievement of each Earn-Out Milestone, (ii) verifying the satisfaction of the applicable sales thresholds, and (iii) calculating the amount of any Base Payment payable to the Vendors in respect of the relevant Earn-Out Milestone, if any (the “Earn-Out Calculation”). The Earn-Out Committee shall consist of four (4) members, of which two (2) shall be designated by the Vendors and two (2) shall be designated by the Purchaser. 2.3.17 The members of the Earn-Out Committee shall be granted access to all financial information, Books and Records relevant to the Earn-Out Calculation, in each case subject to customary confidentiality undertakings and access protocols. 2.3.18 Meetings of the Earn-Out Committee will be held on a quarterly basis unless the members otherwise agree in writing. Notwithstanding the foregoing, upon |
| Agreement of Purchase and Sale of Shares /17 the achievement or asserted achievement of any Earn-Out Milestone, and upon written request by the Vendors, the Earn-Out Committee shall convene a meeting (which may be held by videoconference) within ten (10) Business Days for the purpose of determining whether such Earn-Out Milestone has been achieved. Any decision of the Earn-Out Committee including with respect to the Earn-Out Calculation shall be adopted by a simple majority of its members. In support of any such decision relating to the achievement of an Earn-Out Milestone referred to under Sections 2.3.6 through 2.3.10, the Earn-Out Committee shall deliver to the Purchaser and the Vendors a report (an “Earn-Out Achievement Report”) in the form attached as Exhibit 2.3.18, signed by the members of the Earn-Out Committee. 2.3.19 Within thirty (30) days following the final determination that an Earn-Out Milestone has been achieved in accordance with this Agreement, the Purchaser shall satisfy the applicable Base Payment. 2.3.20 For the purposes of determining the Deemed Issue Price applicable to any Base Payment satisfied in whole or in part by the issuance of QeM Shares, the Issuance Date shall be the date on which the Earn-Out Committee finally determines that the applicable Earn-Out Milestone has been achieved. 2.3.21 If the Earn-Out Committee is unable to agree on any Earn-Out Calculation (or any component thereof) within ten (10) Business Days after the matter is first tabled for decision at a duly called meeting (a “Deadlock”), either the Purchaser or the Vendors may deliver written notice describing the items in dispute (a “Deadlock Notice”). The Parties shall use commercially reasonable efforts to resolve the Deadlock promptly through good faith discussions among their respective Representatives. 2.3.22 If the Deadlock is not resolved within ten (10) Business Days after delivery of a Deadlock Notice, the Deadlock shall be submitted to mediation in accordance with Sections 13.1.1 and 13.1.2, provided that the mediation shall be limited to the disputed items identified in the Deadlock Notice and shall be concluded within thirty (30) days following the mediator’s appointment (unless the Parties agree otherwise in writing). 2.3.23 If the Deadlock is not resolved by mediation within the period set out in Section 2.3.22, then, upon written notice from either Party, the disputed items shall be submitted for final determination to a nationally recognized accounting firm independent of the Parties (the “Independent Accounting Firm”), which shall render its written determination as soon as reasonably practicable and in any event within thirty (30) days after receipt of the Parties submissions (or such other period as the Parties agree in writing). The determination of the Independent Accounting Firm shall be final and binding on the Parties absent manifest error. The fees and expenses of the Independent Accounting Firm shall be borne 50% by the Purchaser and 50% by the Vendors, unless the Independent Accounting Firm determines that one Party’s position was not advanced in good faith, in which case it may allocate its fees accordingly. Each Party shall bear its own internal costs. |
| Agreement of Purchase and Sale of Shares /18 2.3.24 Notwithstanding Section 13.1.3, any dispute, disagreement or claim relating solely to the Earn-Out Milestones and/or any Earn-Out Calculation shall be resolved exclusively in accordance with Sections 2.3.22 to 2.3.23. Section 13 shall continue to apply to all other disputes under this Agreement and to any application for injunctive or other extraordinary relief. 2.3.25 Within thirty (30) days following the date on which a Base Payment has been finally approved or determined in accordance with this Agreement, the Purchaser shall satisfy such Base Payment (allocated among the Vendors in accordance with the Allocation Percentage) by (i) payment in cash by wire transfer to the bank account(s) designated in writing by the Vendors, (ii) the issuance of QeM Shares at the Deemed Issue Price, or (iii) a combination of (i) and (ii), in each case at the Purchaser’s election. 2.3.26 If at the expiration of the Earn-Out Period, and other than as a result of a default by the Vendors under this Agreement, the Purchaser has not paid Base Payments to the Vendors in an aggregate amount of at least fifty percent (50%) of the Base Maximum Consideration (i.e., $3,500,000), then, upon written notice from the Vendors to the Purchaser, the Parties shall engage in good-faith negotiations to restore equivalent value to the Vendors. If a mutually acceptable resolution cannot be reached within ninety (90) days of the receipt of written notice by the Purchaser, the Vendors shall have the option to receive compensation equal to the unfulfilled portion of the Base Maximum Consideration, prorated according to the Earn-Out Milestones achieved, as confirmed by the Earn-Out Committee. Notwithstanding the foregoing, in no event shall the Vendors be entitled to rescind the transaction or reclaim any ownership of the Purchased Shares or any Intellectual Property of the Corporation following Closing. 2.3.27 For greater certainty, no obligation to restore value or to pay any unfulfilled portion of the Base Maximum Consideration shall arise under Section 2.3.26 primarily as a result of the rejection of, or a materially adverse decision in respect of, any patent application relating to the Corporation’s core technology, or any limitation or narrowing of the claims therein, unless and to the extent that such rejection, decision or limitation directly prevents the achievement of the applicable Earn-Out Milestones within the Earn-Out Period and no commercially reasonable alternative or workaround exists to achieve such Earn-Out Milestones within the Earn-Out Period without such patent protection. 2.3.28 The Purchaser shall not take any actions or omit to take any actions (including but not limited to changes in revenue recognition other than required by applicable Law) with the intent of reducing, avoiding or frustrating the Earn-Out Consideration. 2.4 Royalties Consideration 2.4.1 Subject to section 2.4.7, Royalties shall be payable for a period of up to five (5) years commencing on the date of the first commercial sale of any product or service that incorporates, embeds, or materially relies upon the SecureKey |
| Agreement of Purchase and Sale of Shares /19 Technology (or any derivative, modified, or successor implementation thereof) by the Purchaser or any of its Affiliates (the “Royalty Term”). No Royalties shall accrue or be payable in respect of Net Sales generated after the expiration of the Royalty Term, except for Royalties accrued but unpaid as of the end of the Royalty Term. 2.4.2 For or purposes of this Agreement, the following cumulative Net Sales thresholds (each, a “Sales Tier”) shall apply to the calculation of Royalties: 2.4.2.1 Tier 1 Sales: cumulative Net Sales equal to or greater than C$1,000,000; 2.4.2.2 Tier 2 Sales: cumulative Net Sales equal to or greater than C$2,000,000; 2.4.2.3 Tier 3 Sales: cumulative Net Sales equal to or greater than C$3,000,000; and 2.4.2.4 Tier 4 Sales: cumulative Net Sales equal to or greater than C$5,000,000. 2.4.3 Each Sales Tier shall be deemed achieved upon the execution of one or more binding customer contracts, purchase orders or equivalent commercial agreements that, when taken together, result in cumulative Net Sales exceeding the applicable threshold. 2.4.4 Upon achievement of each Sales Tier, Royalties shall accrue on Net Sales at the following rates: 2.4.4.1 upon achievement of Tier 1 Sales, a royalty rate of five percent (5%); 2.4.4.2 upon achievement of Tier 2 Sales, an incremental royalty rate of one percent (1%), for an aggregate royalty rate of six percent (6%); 2.4.4.3 upon achievement of Tier 3 Sales, an incremental royalty rate of one percent (1%), for an aggregate royalty rate of seven percent (7%); and 2.4.4.4 upon achievement of Tier 4 Sales, an incremental royalty rate of one percent (1%), for an aggregate royalty rate of eight percent (8%). 2.4.5 For greater certainty, the applicable royalty rate shall apply to all Net Sales generated following achievement of the corresponding Sales Tier. 2.4.6 Royalties shall be calculated based on Net Sales, as defined in Section 1.1.48, derived from products and services incorporating SecureKey Technology, including without limitation SecureKey-based VPN products, SDKs, libraries, |
| Agreement of Purchase and Sale of Shares /20 integrations, and derivative offerings commercialized by the Purchaser or any of its Affiliates. Royalties shall be (i) calculated on a quarterly basis; (ii) payable quarterly in arrears, within thirty (30) days following the end of each calendar quarter; and (iii) accompanied by a written statement reasonably detailing the calculation of Net Sales and Royalties for such quarter. 2.4.7 The aggregate amount of Royalties payable under this Agreement shall not exceed C$15,000,000 (the “Royalties Maximum Consideration”). Upon reaching the Royalties Maximum Consideration, no further Royalties shall accrue or be payable. 2.4.8 Royalties and Tier Payments shall be payable to the Vendors (or to such holding entity or entities as they may jointly designate in writing), and shall be allocated among the Vendors in accordance with the Allocation Percentage, unless otherwise agreed by the Vendors in writing. 2.4.9 In the event of any Change of Control of the Purchaser, or any transaction or series of related transactions having a similar effect (including a sale of substantially all of the assets or business of the Purchaser or of the business to which the Royalties relate), the Purchaser shall ensure that the surviving entity, acquirer or successor expressly assumes, in writing, all obligations of the Purchaser under this Section 2.4, including the obligation to calculate, report and pay Royalties in accordance with the terms of this Agreement. The obligations set out in this Section shall be binding upon the Purchaser and its successors and permitted assigns and shall survive any Change of Control. For greater certainty: 2.4.9.1 such Change of Control shall not, by itself, accelerate the payment of any Royalties or cause the Royalties Maximum Consideration to become immediately due and payable; 2.4.9.2 the applicable Sales Tiers, royalty rates, Net Sales definition, reporting obligations, Royalty Term and Royalties Maximum Consideration shall continue to apply following such Change of Control as if no such transaction had occurred; and 2.4.9.3 no Change of Control, assignment, internal reorganization, transfer or license of Intellectual Property, outsourcing, distribution arrangement, or other restructuring or transaction shall have the effect of reducing, avoiding, deferring, or otherwise frustrating the calculation or payment of Royalties that would otherwise have been payable under this Agreement. 3. REPRESENTATIONS AND WARRANTIES OF THE VENDORS WITH RESPECT TO THEMSELVES Each Vendor hereby represents and warrants to the Purchaser jointly and severally, that the following representations are true and accurate as at the Agreement Date and at the Closing Date (as if made on that date), except for representations and warranties that address matters |
| Agreement of Purchase and Sale of Shares /21 only as to a specified date or dates, which representations and warranties shall be so true and correct on and as of such specified date or dates: 3.1 Due Authorization Each of the Vendors has the necessary power, authority and capacity to enter into and deliver this Agreement and each Closing Document to which such Vendor is a party, and to perform its obligations hereunder and thereunder, without obtaining the consent or approval of any third party. The execution and delivery of this Agreement and each Closing Document to which any of the Vendors is a party, by such Vendor and the performance by such Vendor of its obligations hereunder and thereunder have been duly authorized by all necessary action on its part. 3.2 Enforceability This Agreement constitutes, and each Closing Document to which a Vendor is a party will constitute, upon its execution, a legal, valid and binding obligation of such Vendor enforceable against it in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by: 3.2.1 bankruptcy Laws, insolvency Laws and other Laws affecting creditors’ rights generally; 3.2.2 judicial procedure and other Laws governing the availability of remedies; and 3.2.3 general principles of equity and civil Law, including the availability of remedies, such as specific performance and injunction, which are remedies granted at the discretion of a court of competent jurisdiction from which they are sought. 3.3 No Insider As of the Agreement Date and immediately prior to Closing, except as disclosed on Schedule 3.3, none of the Vendors owns directly, indirectly or exercises control or direction over any of the issued and outstanding shares of QeM. After giving effect to the issuance of the maximum possible Equity Consideration under this Agreement, no Vendor will beneficially own, directly or indirectly, or exercise control or direction over, more than 9.99% of the issued and outstanding shares of QeM. 3.4 No Conflict The execution and delivery of this Agreement and each of the Closing Documents to which a Vendor is a party, the consummation of the transactions contemplated herein and therein, the performance by such Vendor of its obligations hereunder and thereunder and the compliance by such Vendor with this Agreement do not, directly or indirectly (with or without notice or lapse of time): 3.4.1 violate, contravene, breach, or constitute a default under any Contract to which any of the Vendors may be a party, or its assets may be subject, or by which any of them are bound or affected; or |
| Agreement of Purchase and Sale of Shares /22 3.4.2 result in the creation of, or require the creation of, any Encumbrance upon any of the Purchased Shares. 3.5 Title to Purchased Shares The Vendors are the sole owners and holders of record of the Purchased Shares, free and clear of all Encumbrances. Upon Closing, each of the Vendors will transfer to the Purchaser a good and valid title to the Purchased Shares, free and clear of all Encumbrances. 3.6 Proceedings Pertaining to the Purchased Shares Each of the Vendors is in compliance with all Laws which would materially affect its ability to perform its obligations hereunder. There are no Proceedings pending or, to the Knowledge of each of the Vendors, Threatened with respect to or in any manner affecting the Purchased Shares. There are no Proceedings pending or, to the Knowledge of each of the Vendors, Threatened against any of the Vendors that may affect their ability to perform their obligations hereunder, and none of the Vendors have any claim against the Corporation or its directors, officers or employees. 3.7 Solvency None of the Vendors are an insolvent Person within the meaning of applicable Laws nor have made an assignment in favour of their respective creditors nor a proposal in bankruptcy to their respective creditors or class thereof, nor has any petition for a receiving order been presented in respect of it. No Proceedings have been taken or authorized by a Vendor or, to the Knowledge of the Vendors, by any other Person, with respect to the bankruptcy or insolvency of a Vendor. 3.8 Acknowledgment of Canadian Hold Period Each Vendor understands and acknowledges that: 3.8.1 the QeM Shares issued as Equity Consideration, if any, will be subject to a hold period under Canadian securities laws, and may not be traded in Canada until the date that is four months and one day following their issuance, subject to any applicable exceptions under Applicable Securities Laws. 3.9 Access to Information Each Vendor has been provided with, or has had full access to, all information regarding the Purchaser and the QeM Shares that such Vendor has requested or that such Vendor deems necessary or appropriate in order to make an informed decision to accept the Equity Consideration as consideration for the sale of such Vendor’s Purchased Shares. Such Vendor has had a reasonable opportunity to ask questions of and receive answers from the Purchaser or Persons acting on its behalf concerning the terms and conditions of the issuance of the Equity Consideration and the business, financial condition and prospects of the Purchaser, and all such questions have been answered to such Vendor’s satisfaction. |
| Agreement of Purchase and Sale of Shares /23 3.10 Sophistication and Risk Acknowledgment Each Vendor, either alone or together with such Vendor’s professional advisors, has such knowledge, skill and experience in business, financial and investment matters that such Vendor is capable of evaluating the merits and risks of an investment in QeM Shares and of making an informed investment decision with respect thereto. Such Vendor is able to bear the economic risk of an investment in the QeM Shares for an indefinite period of time and can afford a complete loss of such investment. 3.11 No Broker-Dealer Involvement No broker, finder or other financial intermediary has acted on behalf of either Vendor in connection with the offer or issuance of the Equity Consideration to the Vendors, and no commissions, discounts or other remuneration have been paid or will be payable in connection therewith. 4. REPRESENTATIONS AND WARRANTIES OF THE VENDORS WITH RESPECT TO THE CORPORATION Each Vendor hereby represents and warrants to the Purchaser jointly and severally, that the following representations and warranties are true and accurate as at the Agreement Date and at the Closing Date (as if made on that date), except for representations and warranties that address matters only as to a specified date or dates, which representations and warranties shall be so true and correct on and as of such specified date or dates. 4.1 Due Incorporation The Corporation: 4.1.1 is duly incorporated and organised, validly existing and in good standing under the Laws of its jurisdiction of incorporation; and 4.1.2 has all necessary corporate power and authority to own, lease and operate its properties and to carry on its Business as and in the places where such properties are now owned, leased or operated or such Business is now conducted. 4.2 No Conflict The execution and delivery of this Agreement and each of the Closing Documents to which a Vendor or the Corporation is a party, the consummation of the transactions contemplated herein and therein, the performance by such Vendor or the Corporation of its obligations hereunder and thereunder and the compliance by such Vendor or the Corporation with this Agreement do not: 4.2.1 violate, contravene, breach, or constitute a default under the Constating Documents of the Corporation or any resolution adopted by the board of directors or the shareholders of the Corporation; |
| Agreement of Purchase and Sale of Shares /24 4.2.2 violate, contravene, breach, or constitute a default under any Contract to which the Corporation may be a party, or its Assets may be subject, or by which any of them are bound or affected; 4.2.3 result in the creation of, or require the creation of, any Encumbrance upon any Assets; 4.2.4 result in (i) the termination, cancellation, modification, amendment, variation or renegotiation of any Contract to which the Corporation, or its Assets may be a party or subject or by which any of them are bound or affected, or (ii) the acceleration or forfeiture of any term of payment, or (iii) the loss in whole or in part of any benefit which would otherwise accrue to the Corporation; or 4.2.5 give to any Person the right (i) to terminate, cancel, modify, amend, vary or renegotiate any Contract to which the Corporation may be a party, or its Assets may be subject, or by which the Corporation or its Assets are bound or affected, or (ii) to accelerate or forfeit any term of payment, or (iii) to cause the Corporation to lose in whole or in part any benefit which would otherwise accrue to it. 4.3 Shares of the Corporation Schedule 4.3 sets forth the number of issued and outstanding shares of all classes of the Corporation, the registered holders thereof and the number and classes of shares held by each such holder. No other class of shares or other ownership interests of the Corporation is authorized or outstanding. All such issued and outstanding shares of the Corporation (i) have been duly authorized and validly subscribed to and issued, (ii) are credited as fully paid and non-assessable shares, (iii) have not been issued in violation of any pre-emptive rights and, (iv) are owned by the registered holders thereof as set forth in Schedule 4.3, free and clear of all Encumbrances. As of the Closing Date, the Purchaser will own, directly or indirectly, 100% of the issued and outstanding shares of all classes of the Corporation. 4.4 No Subsidiaries or Other Shareholdings The Corporation (i) does not own, directly or indirectly, any shares or any limited liability company interest of any Person, and (ii) does not hold any investment in, and does not have any property interest in, any Person. 4.5 No Options There is no: 4.5.1 outstanding security of the Corporation convertible or exchangeable into shares of the Corporation; 4.5.2 outstanding subscription, option, warrant, call, commitment or Contract obligating the Corporation (whether vested or not) to issue shares of the Corporation; |
| Agreement of Purchase and Sale of Shares /25 4.5.3 Contract (other than this Agreement) which grants to any Person the right to purchase or otherwise acquire any shares of the Corporation; 4.5.4 Contract (other than this Agreement or as disclosed on Schedule 4.5) entered into by the Corporation which will result upon Closing in any Person being entitled (i) to purchase or otherwise acquire any shares of the Corporation, or (ii) to receive a portion of the Purchase Price; or 4.5.5 shareholders’ agreement that restricts the governance of the Corporation, the ability of the Corporation to issue securities or the ability of shareholders of the Corporation to freely transfer or alienate securities of the Corporation. 4.6 Solvency The Corporation is not an insolvent person within the meaning of applicable Laws nor has made an assignment in favour of its creditors nor a proposal in bankruptcy to its creditors or class thereof, nor has any petition for a receiving order been presented in respect of it. No Proceedings have been taken or authorized by the Corporation or, to the Knowledge of the Vendors, by any other Person, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding-up of the Corporation. 4.7 Corporate Records and Books The minute books, securities registers and other Books and Records of the Corporation are complete and accurate in all material respects. Complete and accurate copies of such Books and Records (including all amendments) have been delivered to the Purchaser. 4.8 Financial Statements and Balance Sheet The Corporation Financial Information is, in all material respects, correct and complete and give a true and fair view of the financial situation, Assets, Liabilities and results of the Corporation as at the date thereof and for the period to which it relates. The Corporation Financial Information does not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered thereby. 4.9 Owned Real Property and Real Property Leases The Corporation (i) does not own any immovable or real property, and (ii) has not entered into, and is not a party to, any Real Property Leases. 4.10 Compliance with Laws The Corporation has never received any formal notice or other communication from any Governmental Authority regarding any actual or alleged violation of, or failure to comply with, any Law in connection with the Business. |
| Agreement of Purchase and Sale of Shares /26 4.11 Data Protection The Corporation has not collected or processed any Personal Data. If the Corporation has collected or processed any Personal Data, it has done so in all material respects in compliance with applicable Data Protection Laws, using only authorized methods and appropriate safeguards. The Corporation has not experienced a Data Breach, and no proceeding, investigation or complaint regarding the Corporation’s privacy or data security practices has been commenced or, to the Corporation’s knowledge, threatened. 4.12 Intellectual Property 4.12.1 Schedule 4.12 contains a complete and accurate list of (i) all registered Intellectual Property of the Corporation; (ii) all pending registrations or applications for Intellectual Property of the Corporation; (iii) all domain names and social media identifiers that are controlled or owned or purported to be controlled or owned in connection with the Business as presently carried on or as proposed to be carried on after the Closing; (iv) all trade-marks and trade names used, and owned or purported to be owned by the Corporation that have not been registered or applied for (indicating for each trade-mark or trade name the relevant products, services and geographical scope of use activities); (v) any software licensed, or made available, to the Corporation for use, other than commercially off-the-shelf non-customized software for which the Corporation paid or agreed to pay less than $25,000 annually; and (vii) a list of any Contracts in respect of Intellectual Property of third parties used by the Corporation where such Intellectual Property is material to the Business (other than Contracts for commercially off-the-shelf non-customized software). 4.12.2 Each item of registered or applied for Intellectual Property listed in Schedule 4.12 (i) is validly existing, subsisting and in full force and effect, is not subject to cancellation for failure to use or unauthorized use by third parties, (ii) was validly registered or issued or, in the case of an application, was applied for in compliance with applicable Law, (iii) was renewed or its duration extended to the full extent permitted by applicable Law, (iv) will be valid, subsisting and in full force and effect on identical terms immediately following Closing, and (v) is not subject to any maintenance fees or Taxes or actions falling due within ninety (90) days following the Closing, save as specifically set forth in Schedule 4.12. Nothing has been done or not been done as a result of which any Intellectual Property has ceased or may cease to be valid, subsisting and in full force and effect. 4.12.3 To the Knowledge of the Vendors there is no basis for, any Proceeding of adverse ownership, invalidity, absence of a right to register or apply for or other opposition to or conflict with any of the Intellectual Property of the Corporation listed in Schedule 4.12 and no written legal opinion has been received by the Corporation indicating that the Intellectual Property of the Corporation listed in Schedule 4.12, or the activities of the Business, infringes or is suspected of infringing on the Intellectual Property of a third Party. The Corporation has no reason to believe that any Intellectual Property subject to a patent application will not be granted. |
| Agreement of Purchase and Sale of Shares /27 4.12.4 No third party infringes, nor has infringed any Intellectual Property owned or purported to be owned by the Corporation nor is committing nor has committed any misappropriation, passing off or actionable illegal acts in connection with the Intellectual Property owned or purported to be owned by the Corporation. 4.12.5 The activities, products and services of the Corporation and the carrying on of the Business, including the use and exploitation of the Intellectual Property of the Corporation (i) have not infringed, do not infringe and, to the Knowledge of the Vendors, are not likely to infringe the Intellectual Property of any third party; (ii) have not constituted, do not constitute and, to the Knowledge of the Vendors, are not likely to constitute any breach of confidence, misappropriation, passing off or actionable act of unfair competition or other illegal acts in connection with the Intellectual Property of a third party; and (iii) have not given and do not give rise to any obligation to pay any royalty, fee, compensation or any other sum whatsoever in connection with the Intellectual Property of a third party. 4.12.6 Except as disclosed in Schedule 4.12, no other Person has the right to use any Intellectual Property listed in Schedule 4.12 owned by the Corporation, and the Corporation has not granted any license or other rights to any other Person with respect to its Intellectual Property listed in Schedule 4.12. Copies of any Contracts (in paper or electronic form) whereby any rights in any Intellectual Property listed in Schedule 4.12 have been granted or licensed by the Corporation or to the Corporation by any other Person have been provided to the Purchaser and are complete and accurate. 4.12.7 The Corporation has taken all commercially reasonable and appropriate steps (including measures to protect secrecy and confidentiality) to protect its right, title and interest in the Intellectual Property listed in Schedule 4.12, including, without limitation, by registering appropriate Intellectual Property for the purpose of the Business, by contractual means, by physical means and by electronic means. Any Employee and Representative of the Corporation who has had access to confidential or proprietary information relating to the Corporation has a legal or written contractual obligation of confidentiality to the Corporation with respect to such information. There has been no unauthorized disclosure of such information made in a manner that would prevent the Corporation or a successor in interest from obtaining a right in respect of any such information that would otherwise be susceptible to obtain. 4.12.8 All of the Intellectual Property listed in Schedule 4.12 developed by the Corporation or on its behalf is and has been developed by Employees or independent contractors of the Corporation during the time they were employed or engaged by the Corporation, in each case without violation or contravention of any rights of any former employer or customer. Subject to and in compliance with applicable Laws, each current and former Employee and independent contractor of the Corporation, as well as the Vendor having contributed to the development of Intellectual Property listed in Schedule 4.12 owned or purported to be owned by the Corporation has assigned to the |
| Agreement of Purchase and Sale of Shares /28 Corporation all Intellectual Property created, conceived or reduced to practice during the course of such Employee’s and independent contractor’s employment or engagement with the Corporation and has waived (or has obtained the waiver of) all non-assignable rights (including moral rights) therein. The Corporation has in its possession all documentation required in order to use or market the Intellectual Property developed by the Corporation or on its behalf. Subject to and in compliance with applicable Laws, no current or former officer, Employee or independent contractor of the Corporation, nor the Vendors, owns or has claimed an interest in any of the Intellectual Property of the Corporation, nor has any right to a royalty or other consideration as a result of its marketing, licensing or assignment except as provided herein. 4.13 Insurance The Corporation does not and has never maintained any insurance policies or implemented any self-insurance arrangements (including reserves established thereunder) in connection with its Assets and the Business. 4.14 Bank Accounts and Powers of Attorney The Corporation does not and has never maintained an account or safety deposit box in connection with the Business. 4.15 Litigation 4.15.1 There is no pending Proceeding (i) that has been commenced by or against the Corporation or that otherwise relates to or may affect the Business or any of the Assets, or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated hereby. 4.15.2 To the Knowledge of the Vendors, no such Proceeding has been Threatened. 4.15.3 The Corporation has not received any notice or other communication (whether oral or written) from any Governmental Authority regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Law to which the Corporation, or any of its Assets, is or has been subject. 4.16 Tax Matters 4.16.1 The Corporation has duly and timely filed all Tax Returns required to be filed by it for all Tax Periods, and all such Tax Returns are true, correct and complete in all material respects. 4.16.2 The Corporation has paid all Taxes due and payable for such periods and has no unpaid Taxes. |
| Agreement of Purchase and Sale of Shares /29 4.16.3 The Corporation is not subject to any audit, examination, reassessment or dispute in respect of Taxes that is pending or, to the Vendors’ Knowledge, threatened. 4.16.4 The Corporation has not claimed any material deduction, credit, rebate or refund to which it is not entitled. 4.16.5 The Corporation is not and has not been required to file Tax Returns or pay Taxes in any jurisdiction other than the United States, and (f) has made available to the Purchaser true and complete copies of all Tax Returns filed for Tax Periods for which the applicable limitation periods have not expired. 4.17 Employee Matters 4.17.1 The Corporation has no Employee and has never had any Employees. 4.17.2 Schedule 4.17 contains a complete and correct list of each independent contractor, agent and consultant of the Corporation, who is actively providing services or under Contract to provide services on the Agreement Date, including, without limitation, the nature of the services, consulting fees, commissions or other forms of compensation and the term of the Contract, including start date and end date, if applicable. Each such independent contractor has, to the Knowledge of the Vendors, been properly classified by the Corporation as an independent contractor and the Corporation has never received any formal notice from any Governmental Authority nor from the independent contractor concerned or from any other Person disputing such classification, nor are there any pending or, to the Knowledge of the Vendors, Threatened notices from any Person disputing such classification. 4.18 Permits No Permits are required to operate the Business as it is currently operated in each jurisdiction in which the Corporation carries on the Business. 4.19 Approvals and Consents No Third Party Consent is necessary or otherwise required to be obtained by the Corporation in connection with the execution and delivery of this Agreement or any Closing Document to which the Corporation is a party or the consummation by the Corporation of the transactions contemplated hereby or thereby or the conduct by the Corporation of the Business following the Closing as conducted on the date hereof. 4.20 Material Contracts 4.20.1 Schedule 4.20 is a list of all Material Contracts to which the Corporation is a party or by which it is bound. For the purposes of this Agreement “Material Contracts” shall mean with respect to the Corporation all: 4.20.1.1 distribution, joint-venture and partnership Contracts; 4.20.1.2 Contracts relating to Intellectual Property; |
| Agreement of Purchase and Sale of Shares /30 4.20.1.3 Contracts with any Governmental Authority; and 4.20.1.4 Contracts in which any of the Vendors, any Affiliate of such Vendor or of the Corporation, or any director or officer of the Corporation has an interest, directly or indirectly, including arrangements for payment of management or consulting fees of any kind. 4.20.2 Each of the Material Contracts has been duly authorized by the Corporation, is in full force and effect and has not been the subject of a notice of termination, cancellation or non-renewal. 4.21 No default under Material Contracts 4.21.1 The Corporation (i) is in good standing and entitled to all benefits under, (ii) has performed all obligations required to be performed under, and (iii) is not in default under, or in breach of, any Material Contract. Each Material Contract is in full force and effect and is valid and enforceable in accordance with its terms. 4.21.2 To the Knowledge of the Vendors, no party to a Material Contract has been in default under, or in breach of, any such Material Contracts and there exists no circumstance or fact which would result in a default or breach by such other party under such Material Contracts. 4.22 Stand Alone No part of the Business is conducted through any Person other than the Corporation and its Representatives. 4.23 No Collusion or Unethical Conduct The Corporation and, to the Knowledge of the Vendors, its Representatives and other Persons acting on behalf of the Corporation has not directly or indirectly (i) made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person regardless of form, whether in money, property or services (a) to obtain favourable treatment in securing business, (b) to pay for favourable treatment for business secured, (c) to obtain favourable treatment in any regulatory or compliance analysis, (d) to obtain special concessions or for special concessions already obtained for or in respect of the Corporation, or (e) in violation of any Law or (ii) established or maintained any fund or Asset which has not been recorded in the Books and Records of the Corporation. 4.24 Restrictions on Business Activities There is no Contract or Law binding upon the Corporation that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing any business practice of the Corporation, any acquisition of property by the Corporation or the conduct of the Business as currently conducted. |
| Agreement of Purchase and Sale of Shares /31 4.25 Indebtedness As of the Agreement Date, the Corporation does not have, and has never had, any Indebtedness outstanding. 4.26 No Liabilities There are no Liabilities or obligations in connection with the Business, and there are no matters, facts, circumstances or events in existence which will give rise to such Liabilities or obligations after Closing. 4.27 Full Disclosure All information relating to the Corporation and its Business supplied by or on behalf of the Vendors to the Purchaser is true, accurate and not misleading (whether by omission or otherwise) and accurately and fairly represents the state of affairs of the Corporation. To the Vendors’ Knowledge, there is no fact, matter or circumstance that is material to the Corporation that has not been fairly disclosed to the Purchaser. 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER The Purchaser hereby represents and warrants to the Vendors that the following representations and warranties are true and accurate as at the Agreement Date and at the Closing Date (as if made on that date), except for representations and warranties that address matters only as to a specified date or dates, which representations and warranties shall be so true and correct on and as of such specified date or dates. 5.1 Incorporation The Purchaser: 5.1.1 is duly incorporated and organised, validly existing and in good standing under the Laws of its jurisdiction of incorporation; and 5.1.2 has all necessary corporate power and authority to own, lease and operate its properties and to carry on its business as and in the places where such properties are now owned, leased or operated or such business is now conducted. 5.2 Authorization 5.2.1 The Purchaser has the necessary corporate power and authority to enter into and deliver this Agreement and each Closing Document to which it is a party, and to perform its obligations hereunder and thereunder. The execution and delivery by the Purchaser of this Agreement and each Closing Document to which it is a party, and the performance by the Purchaser of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on its part. |
| Agreement of Purchase and Sale of Shares /32 5.2.2 Except for filings required to be made under applicable securities laws and the rules, policies or requirements of any stock exchange or trading market on which the QeM Shares are listed or quoted at the relevant time with respect to the issuance of the Equity Consideration, if any, the execution and delivery by the Purchaser of this Agreement and of each Closing Document to which it is a party, and the performance by the Purchaser of its obligations hereunder and thereunder do not require any action or consent of, any registration with, or notification to, any Person. 5.3 Enforceability This Agreement constitutes, and each Closing Document to which the Purchaser is a party will constitute, upon its execution, a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by: 5.3.1 bankruptcy Laws, insolvency Laws and other Laws affecting creditors’ rights generally; 5.3.2 judicial procedure and other Laws governing the availability of remedies; and 5.3.3 general principles of equity and civil Law, including the availability of remedies, such as specific performance and injunction, which are remedies granted at the discretion of a court of competent jurisdiction from which they are sought. 5.4 No Conflict The execution and delivery of this Agreement and of each Closing Document to which the Purchaser is a party, the consummation of the transactions contemplated herein and therein, the performance by the Purchaser of its obligations hereunder and thereunder and the compliance by the Purchaser with the provisions hereof and thereof does not: 5.4.1 constitute a default under or breach of the Constating Documents of the Purchaser; 5.4.2 constitute a default under or breach of any Contract to which the Purchaser is a party or by which its property is bound; or 5.4.3 result in the violation of any Laws. 5.5 Compliance with Future Payout Provisions to Vendors for Earn Out Considerations. Purchaser is not aware of any material information that would impact its ability to make the future earn out payments, including royalty payments, to Vendors as set forth in this Agreement. 5.6 Issuance of Equity Consideration The QeM Shares issued as Equity Consideration (including any shares issued pursuant to the Earn-Out provisions of this Agreement), if any, shall be validly issued, fully paid and non-assessable. |
| Agreement of Purchase and Sale of Shares /33 The issuance of such QeM Shares shall be made in compliance with Applicable Securities Laws, and the parties acknowledge that such issuance may initially be made in reliance upon prospectus and registration exemptions available under Applicable Securities Laws, subject to the resale registration obligations set forth in Section 3.9. 5.7 Resale Registration Covenant 5.7.1 With respect to any QeM Shares issued to the Vendors pursuant to this Agreement, the Purchaser shall, within thirty (30) days following the date of issuance of such QeM Shares, prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a resale registration statement under the U.S. Securities Act, covering the resale of such QeM Shares by the Vendors, provided that sales under Rule 144 would otherwise not be available after any applicable required hold period. 5.7.2 The Purchaser shall use commercially reasonable efforts to cause each such resale registration statement to be declared effective by the SEC as promptly as practicable and in any event within ninety (90) days following the date of issuance and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement for a period of not less than twelve (12) months following the date on which it is declared effective (or such shorter period as all QeM Shares covered thereby have been sold). 5.7.3 Upon the effectiveness of a resale registration statement covering any QeM Shares issued to the Vendors, the Purchaser shall promptly ask its transfer agent to remove any restrictive legends from such QeM Shares without requiring any opinion of counsel from the Vendors to the extent possible, and shall take all actions reasonably necessary to permit the Vendors to resell such QeM Shares pursuant to the effective registration statement, subject only to Applicable Securities Laws and stock exchange rules. 5.7.4 The Purchaser shall bear all registration expenses (including SEC filing fees and reasonable legal fees of the Purchaser) in connection with any resale registration statement filed pursuant to this Section. 5.7.5 The Purchaser shall not suspend the effectiveness or use of any resale registration statement for more than thirty (30) consecutive days or more than sixty (60) days in any twelve (12) month period. 6. COVENANTS OF THE VENDORS 6.1 Conduct of Business 6.1.1 The Vendors shall cause the Corporation, from the Agreement Date up to the Closing Date, to conduct the Business in compliance with all applicable Laws and in the Ordinary Course of Business. |
| Agreement of Purchase and Sale of Shares /34 6.2 Adverse Change 6.2.1 From the Agreement Date up to the Closing Date, the Vendors shall notify forthwith the Purchaser of any fact, condition and/or circumstance of which any of the Vendors has Knowledge which results in a Material Adverse Change of the Corporation, or prevents the Corporation from conducting the Business substantially in the Ordinary Course of Business. 6.3 Additional Undertakings of the Vendors The Vendors shall cause all Assets listed in Schedule 6.3 to be transferred to the Corporation prior to Closing (the “Transferred Assets”). 7. CONDITIONS OF CLOSING 7.1 Conditions for the Benefit of the Purchaser The purchase and sale, assignment and transfer of the Purchased Shares in accordance with the terms of this Agreement are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser. Each condition is to be performed or complied with at or prior to the Closing Date: 7.1.1 Truth of Representations and Warranties of the Vendors. The representations and warranties of each of the Vendors contained in Sections 3, and 4 of this Agreement shall be deemed to have been made as at the Closing Date (except for representations and warranties that address matters only as to a specified date or dates, which representations and warranties shall be so true and correct on and as of such specified date or dates), and the representations and warranties contained in Sections 3, and 4 of this Agreement shall be true and accurate (disregarding any materiality qualifications therein). 7.1.2 Performance by the Vendors. Each of the Vendors shall have performed or complied in all material respects with all of its covenants, agreements and obligations herein contained to the extent the same are to be performed or complied with at or prior to the Closing Date. 7.1.3 Assignment of Intellectual Property. The Vendors shall have delivered duly executed application assignments or provided satisfactory proof to the Purchaser that all right, title and interest in the Intellectual Property listed on Schedule 4.12 not previously held by the Corporation, including without limitation patent applications, copyrights, software and related know-how, has been assigned to the Corporation free and clear of any Encumbrances. 7.1.4 Litigation. No Proceeding shall have been instituted (or Threatened) against each of the Vendors or the Corporation which would reasonably be expected to prevent, delay, make illegal or otherwise interfere with any of the transactions contemplated hereby or in any of the Closing Documents, or to result in a Material Adverse Change in the Business. |
| Agreement of Purchase and Sale of Shares /35 7.1.5 No Material Change. From the Agreement Date up to and including the Closing Date there shall have been no Material Adverse Change in the Business of the Corporation which is continuing. Any condition can be waived in whole or in part in writing by the Purchaser without prejudice to any claims it may have for breach of representations or warranty or non-performance of an obligation. 7.2 Conditions for the Benefit of the Vendors The purchase and sale, assignment and transfer of the Purchased Shares, in accordance with the terms of this Agreement are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of each of the Vendors. Each condition is to be performed or complied with in all respects at or prior to the Closing Date: 7.2.1 Truth of Representations and Warranties of the Purchaser. The representations and warranties of the Purchaser contained in Section 5 of this Agreement shall be deemed to have been made as at the Closing Date (except for representations and warranties that address matters only as to a specified date or dates, which representations and warranties shall be so true and correct on and as of such specified date or dates), and the representations and warranties contained in Section 5 shall be true and accurate. 7.2.2 Performance by the Purchaser. 7.2.2.1 The Purchaser shall have performed or complied in all respects with all of its covenants, agreements and obligations herein contained to the extent the same are to be performed or complied with at or prior to the Closing Date. 7.2.2.2 Each document required to be delivered pursuant to Section 10.2 shall have been delivered at or prior to the Closing Date. 7.2.3 Litigation. No Proceeding shall have been instituted or Threatened against the Purchaser or any of its Affiliates which would reasonably be expected to prevent, delay, make illegal or otherwise interfere with the Purchaser’s ability to consummate the transactions contemplated hereby, including the issuance of the Equity Consideration, or to perform its obligations with respect to the Earn-Out Consideration or Royalties under this Agreement. 7.2.4 No Material Change. From the Agreement Date up to and including the Closing Date, there shall have been no event, change or circumstance which would reasonably be expected to have a material adverse effect on the Purchaser’s ability to perform its obligations under this Agreement, including its obligations to issue Equity Consideration and to pay the Earn-Out Consideration and the Royalties. Any condition can be waived in whole or in part in writing by any of the Vendors without prejudice to any claims it may have for breach of representations or warranty or non-performance of an obligation. |
| Agreement of Purchase and Sale of Shares /36 8. POST-CLOSING EMPLOYMENT The Parties intend that Jason will be retained as an employee of the Corporation following Closing. On the Closing Date (or such other date as the Parties may agree in writing), the Corporation and Jason shall execute and deliver the Employment Agreement, effective as of such date (or such other effective date as is specified therein). The Employment Agreement includes customary covenants and protections in favour of the Purchaser and the Corporation, including confidentiality, intellectual property assignment, non‑solicitation, non‑competition (to the maximum extent enforceable under applicable law), and non‑disparagement, in each case in a form reasonably acceptable to the Parties. 9. TERMINATION 9.1 Termination Events This Agreement may, by notice given prior to or at the Closing, be terminated: 9.1.1 (i) by the Purchaser if any of the conditions in Section 7.1 has not been satisfied as of the Closing Date or if the satisfaction of such a condition is or becomes impossible (other than through the failure of the Purchaser to comply with its obligations under this Agreement and without prejudice to the right of the Vendors to cure any such breach or default that is curable within ten (10) Business Days following written notice of such breach or default) and the Purchaser has not waived such condition on or before the Closing Date, or (ii) by the Vendors, if any of the conditions in Section 7.2 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of any of the Vendors to comply with their obligations under this Agreement and without prejudice to the right of the Purchaser to cure any such breach or default that is curable within ten (10) Business Days following written notice of such breach or default) and the Vendors have not waived such condition on or before the Closing Date; 9.1.2 by mutual consent of the Purchaser and the Vendors; or 9.1.3 by either the Purchaser or the Vendors if the Closing has not occurred (other than through the failure of any Party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before February 27, 2026, or such later date as the Parties may agree upon in writing. 9.2 Frustration of Closing Conditions Neither the Vendors nor the Purchaser may rely, either as a basis for not consummating the transactions contemplated by this Agreement or for terminating this Agreement, on the failure of any conditions set forth in Section 7 to be satisfied, if such failure was caused, in the case of the Vendors, by any of the Vendors’ breach of any provision of this Agreement or failure to use its commercially reasonable efforts to consummate the transactions contemplated by this Agreement, or if by the Purchaser, the Purchaser’s breach of any provision of this Agreement |
| Agreement of Purchase and Sale of Shares /37 or failure to use its commercially reasonable efforts to consummate the transactions contemplated by this Agreement. 9.3 Effect of Termination 9.3.1 Each Party’s right of termination under this Section 8 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination shall not be an election of remedies. 9.3.2 If this Agreement is terminated pursuant to Section 9.1, all further obligations of the Parties under this Agreement shall terminate, except that the obligations in Sections 13 (Resolution of Conflict) 14.1 (Press Release and Confidentiality), 14.5 (Notices) and 14.8 (Survival) shall survive, together with any definition provisions; provided, however, that if this Agreement is terminated by a Party because of the breach of the Agreement by the other Party or because one or more of the conditions to the terminating Party’s obligations under this Agreement is not satisfied as a result of the other Party’s failure to comply with its obligations under this Agreement, the terminating Party’s right to pursue all legal remedies shall survive such termination unimpaired. 10. CLOSING 10.1 Vendors’ Closing Deliveries On the Closing Date, each of the Vendors shall: 10.1.1 deliver to the Purchaser a certified copy of a written resolutions of the directors of the Corporation authorising the transactions described herein and in the Closing Documents; 10.1.2 deliver to the Purchaser the original share certificates representing the Purchased Shares acquired by the Purchaser; 10.1.3 record the transfer of the Purchased Shares to the Purchaser in the share registers of the Corporation and sign such share registers to that effect, and hand the share registers of the Corporation over to the Purchaser; 10.1.4 execute the Closing Documents to which any of the Vendors is a party and cause the Corporation to execute same; 10.1.5 deliver to the Purchaser administrative access to the SecureKey GitLab project or, at Purchaser’s option, a complete export of the GitLab repositories, including full commit and version history, sufficient to provide Purchaser with full possession and control of the SecureKey software codebase; 10.1.6 deliver to the Purchaser, the Books and Records, Contracts or indications of ownership of the Corporation in and to its Assets and all other documents, certificates and records of the Corporation not previously delivered to the Purchaser; |
| Agreement of Purchase and Sale of Shares /38 10.1.7 deliver a copy of the duly executed assignments or alternative proof of assignment to the Corporation of all right, title and interest to the Intellectual Property listed on Schedule 4.12, in accordance with section 7.1.3; and 10.1.8 deliver to the Purchaser a written direction letter, in form reasonably satisfactory to the Purchaser, specifying the allocation and payment instructions for any consideration payable to the Vendors or to any third party pursuant to this Agreement, including any payments disclosed on Schedule 4.5. 10.2 Purchaser Closing Deliveries If (i) each condition set forth in Section 7.1.1 of the Agreement is (a) performed or complied with, or (b) waived by the Purchaser, and (ii) this Agreement is not terminated in accordance with Section 8 of the Agreement, then the Purchaser shall: 10.2.1 deliver to the Vendors certified copies of resolutions of the directors of the Purchaser authorising the transactions described herein and in the Closing Documents; 10.2.2 sign, or procure the signing on its behalf of, the Corporation’s share registers to accept the transfer of the Purchased Shares; and 10.2.3 execute the Closing Documents to which the Purchaser is a party. 11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES 11.1 Survival of Representations and Warranties of the Vendors 11.1.1 The representations and warranties of each of the Vendors contained in this Agreement shall survive the completion of the transactions contemplated by this Agreement, and notwithstanding such completion shall continue in full force for the benefit of the Purchaser for a period of twenty-four (24) months from the Closing Date except: 11.1.1.1 any representation and warranty contained in Sections 3, and 4 in respect of which a claim based on fraud is made, which in each case shall be unlimited as to duration; 11.1.1.2 the representations and warranties made in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 4.1, 4.2, 4.3, 4.4, 4.5, and 4.6 (collectively, the “Fundamental Representations”), which shall be unlimited as to duration; 11.1.1.3 the representations and warranties made in Section 4.12 which shall survive for a period of three (3) years following the Closing Date; and 11.1.1.4 the representations and warranties made in Sections 4.16, which shall survive until ninety (90) days after the last date on which |
| Agreement of Purchase and Sale of Shares /39 the relevant Taxing Authority is entitled to assess or reassess the Corporation with respect to any Tax Period ending at or prior to the Closing Date. Notwithstanding the foregoing, if the relevant Taxing Authority has initiated a tax audit or a similar procedure with respect to the Corporation, the representations and warranties made in Section 4.16 shall survive until the tax audit or similar procedure is concluded, without the possibility of an appeal. 11.2 Survival of Representations and Warranties of Purchaser 11.2.1 The representations and warranties of the Purchaser contained in this Agreement shall survive the completion of the transactions contemplated by this Agreement, and notwithstanding such completion, shall continue in full force for the benefit of the Vendors for a period of twenty-four (24) months from the Closing Date, except: 11.2.1.1 any representation and warranty contained in Section 5 in respect of which a claim based on fraud is made, which in each case shall be unlimited as to duration; and 11.2.1.2 the representations and warranties made in Sections 5.1 and 5.2, which shall be unlimited as to duration. 12. INDEMNIFICATION 12.1 Indemnification by the Vendors Each Vendor (an “Indemnifying Party”) agrees, severally and jointly to indemnify and hold harmless, in each case subject to the limitations set out in this Agreement, the Purchaser or, at the Purchaser’s discretion, the Corporation (“an Indemnified Party”), from and against any Losses which any of them may actually suffer or incur as a result of, arising out of or relating to: 12.1.1 any violation, contravention or breach of any covenant, agreement or obligation of any of the Vendors under or pursuant to this Agreement; 12.1.2 any incorrectness in, or breach of, any representation or warranty of the Vendors. 12.1.3 Notwithstanding anything to the contrary contained in this Agreement, the aggregate liability of the Vendors for all Losses arising out of or relating to this Agreement shall not exceed the aggregate amount of Base Payments actually paid to the Vendors pursuant to Section 2.3 as of the date such Losses are finally determined. 12.1.4 In no event shall the Vendors be liable for any indirect, consequential, special, exemplary or punitive damages, except to the extent payable to a third party pursuant to a Third Party Claim. |
| Agreement of Purchase and Sale of Shares /40 12.2 Indemnification by Purchaser The Purchaser shall indemnify and hold harmless the Vendors from and against any Losses which any of them may actually suffer or incur as a result of, in respect of or arising out of: 12.2.1 any violation, contravention or breach of any covenant, agreement or obligation of the Purchaser under or pursuant to this Agreement; or 12.2.2 any incorrectness in, or breach of, any representation or warranty made by the Purchaser pursuant to this Agreement, whether or not any of the Vendors relied thereon or had Knowledge thereof. 12.3 Direct Claim 12.3.1 Any Direct Claim shall be asserted by giving the Indemnifying Party written notice thereof as soon as reasonably possible, but in any event not later than thirty (30) days after the Purchaser becomes aware of such Direct Claim. 12.3.2 If the Indemnifying Party does not respond to the Direct Claim within sixty (60) days following the notice by the Indemnified Party, the Indemnifying Party shall be deemed to have rejected such claim, and in such event the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under this Agreement. If both the Indemnifying Party and the Indemnified Party agree at or prior to the expiration of such sixty (60) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Direct Claim, the Indemnifying Party shall pay to the Indemnified Party the full agreed upon amount of such Direct Claim within ten (10) days following such agreement (or any mutually agreed upon extension thereof). 12.4 Defense of Third Party Claim 12.4.1 If any Proceeding shall be instituted or any claim or demand shall be asserted by a third party against the Indemnified Party which may in turn give rise to a Direct Claim against the Vendors under this Agreement (each a “Third Party Claim”), then the Indemnifying Party shall have the right, after receipt of the Indemnified Party’s notice under Section 12.3 and upon giving written notice to the Indemnified Party within ten (10) days of such receipt, to defend the Third Party Claim at its own cost and expense with counsel of its own selection. 12.4.2 In the event the Indemnifying Party does not choose to defend the Third Party Claim in accordance with the conditions set out in Section 12.4.1, the Indemnified Party may assume the defense of the Third Party Claim. 12.5 No Compromise 12.5.1 If the Indemnifying Party assumes the defense of the Third Party Claim in accordance with Section 12.4.1, the Indemnifying Party shall not be permitted |
| Agreement of Purchase and Sale of Shares /41 to compromise and settle or to cause a compromise and settlement of any Third Party Claim, without the prior written consent of the Indemnified Party. 12.5.2 If the Indemnified Party assumes the defense of the Third Party Claim in accordance with Section 12.4.1, the Indemnified Party shall not be permitted to compromise and settle or to cause a compromise and settlement of any Third Party Claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. 12.6 Payment of Direct Claims The Purchaser may, at its option, set off any amounts owing by the Vendors under this Section 12 against such Vendors’ part of the Base Payments and/or Royalties in accordance with the Allocation Percentage provided that any such set-off shall be subject in all respects to the limitations set forth in Section 12.1. 13. RESOLUTION OF CONFLICT 13.1.1 The Parties wish to give priority to mediation as a means of resolving disputes under this Agreement. Accordingly, in the event of any disagreement, dispute or conflict between the Parties, or any other issue relating to this Agreement, such conflict shall first be submitted to mediation, to the exclusion of any other recourse before the courts of ordinary jurisdiction (except where an injunction or other extraordinary remedy is sought, in which case such remedy may be sought before such courts), and the Parties undertake to participate in the mediation process in good faith. 13.1.2 The mediator shall be selected by agreement of the concerned Parties within ten (10) days following a written request for mediation by one of the relevant Parties or, failing such agreement within that period, by seeking the assistance of the IMAQ (Quebec Mediation and Arbitration Institute/Institut de Médiation et d’Arbitrage du Québec). Each Party shall be responsible for its own costs and expenses incurred in connection with the mediation. 13.1.3 Failing resolution of any disagreement, dispute or conflict eligible for mediation and submitted thereto within sixty (60) days following the appointment of the mediator, any such disagreement, dispute or conflict shall then be submitted to arbitration, to the exclusion of any other recourse before the courts of ordinary jurisdiction, in accordance with the applicable provisions of the Code of Civil Procedure (Québec) (except where an injunction or other extraordinary remedy is sought, in which case such remedy may be sought before such courts). 13.1.4 The matter shall be submitted to a single arbitrator appointed by agreement of the concerned Parties; failing such agreement within a period of ten (10) days, the arbitrator may be appointed by a judge of the Superior Court of Québec (district of Montréal) at the request of one of the concerned Parties. 13.1.5 The arbitration hearings shall be held in French and English in Montréal, Québec. The arbitrator’s decision shall be final, binding and without appeal, |
| Agreement of Purchase and Sale of Shares /42 except in the case of manifest error, and shall be binding upon the Parties. The arbitrator shall have sole discretion with respect to the allocation of the arbitrator’s fees. Each Party shall be responsible for its own costs and expenses incurred in connection with the arbitration. 14. MISCELLANEOUS 14.1 Press Release and Confidentiality Any press release or any public announcement, statement or publicity with respect to the transaction contemplated in this Agreement shall be made only with the prior consent of the Parties unless such release, announcement, statement or publicity is required by Law, in which case the Party required to make such release, announcement, statement or publicity shall use its best efforts to obtain the approval of the other Party to the form, nature and extent of such disclosure prior to the making of any such disclosure, which approval shall not be unreasonably withheld. 14.2 Further Assurances Each Party, upon the request of the other, whether before or after the Closing, shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary or desirable to effect complete consummation of the transactions contemplated by this Agreement. 14.3 Successors in Interest This Agreement and the provisions hereof shall enure to the benefit of and be binding upon the Parties and their respective successors and assigns. 14.4 Assignment The Parties may not assign this Agreement or any of their rights and obligations hereunder without the prior written consent of the other Party, which shall not be unreasonably withheld, except that the Purchaser may assign its rights hereunder to any of its existing or future Affiliates provided that such entity shall agree in writing to be bound by all the terms and conditions of this Agreement. 14.5 Notices 14.5.1 Any notice, consent, authorization, direction or other communication required or permitted to be given hereunder shall be in writing and shall be delivered either by personal delivery or by telecommunication device return receipt requested, or by email, and addressed as follows: 14.5.1.1 in the case of the Vendors, to: Amber Thomas United States of America Personal Data |
| Agreement of Purchase and Sale of Shares /43 Email: and to: Jason Thomas United States of America Email: - with a copy to, such copy not to constitute notice: - ROWE MULLEN LLP 3636 Nobel Drive, Ste. 215 San Diego, CA 92122 Attention: James S. Brasher Email: 14.5.1.2 in the case of the Purchaser, to: Quantum eMotion Corp. 2300 Alfred Nobel, Suite 20 Montréal (Québec) H4S 2A4, Canada Attention: Francis Bellido Email: - with a copy to, such copy not to constitute notice: - LAVERY, DE BILLY, L.L.P. 1 Place Ville Marie 35th Floor Montréal, Québec H3B 4M4 Attention: Mylène Vallières Facsimile: 1 (514) 878-5495 Email: 14.5.2 Any notice, consent, authorization, direction or other communication delivered as aforesaid shall be deemed to have been effectively delivered and received, if sent by facsimile or similar telecommunications device or by email on the Business Day next following receipt of the confirmation of receipt by confirmed facsimile transmission, being deemed receipt of communication sent by telecopy or other telecommunications device or by email or, if delivered, to have been delivered and received on the date of such delivery. Any Party may change its address for service by written notice delivered as aforesaid. Personal Data Personal Data Personal Data Personal Data Personal Data Personal Data |
| Agreement of Purchase and Sale of Shares /44 14.6 Expenses Each of the Vendors shall bear and pay its own Transaction Expenses. The Vendors shall cause the Corporation not to incur any out-of-pocket expenses in connection with this Agreement and the related transactions. The Purchaser shall bear and pay its own Transaction Expenses. 14.7 Counterparts This Agreement may be executed in any number of counterparts (as the case may be, by way of electronic signature through DocuSign) and may be delivered by registered or certified mail, courier, fax or other facsimile transmission or email attachment. Each such counterpart shall be deemed to be an original and shall, taken together, constitute a single agreement. Delivery of an executed counterpart of this Agreement by facsimile or transmitted electronically in legible form, including, without limitation, in a tagged image format file (TIFF) or portable document format (PDF), shall be equally effective as delivery of a manually executed counterpart of this Agreement. 14.8 Survival Except as otherwise expressly provided in this Agreement, the representations and warranties of the Parties shall survive the Closing only for the periods specified in Article 10, and the covenants and agreements of the Parties that by their terms are to be performed after the Closing shall survive the Closing in accordance with their respective terms. [Signatures on the following pages] |
| Agreement of Purchase and Sale of Shares /45 IN WITNESS WHEREOF, the undersigned have executed this Agreement of purchase and sale of shares on the date specified on the first page. QUANTUM EMOTION CORP. (S) Francis Bellido Name: Francis Bellido Title: President and CEO (s) Amber Thomas (s) Jason Thomas AMBER THOMAS JASON THOMAS SKV TECHNOLOGY INC. (s) Jason Thomas Name: Jason Thomas Title: President [Signature page to the Agreement of purchase and sale of shares] |
| Schedule 4.3 Vendors Ownership of QeM Securities Commercially Sensitive Information |
| Agreement of Purchase and Sale of Shares /2 Schedule 4.3 Shares of the Corporation Name of Stock Holder Residence Certificate issued Transfer Cert. No. No. of Shares Date issued Amber Thomas Temecula, CA 1 1,000 5/7/24 Original issue Jason Thomas Temecula, CA 2 1,000 5/7/24 Original issue |
| Agreement of Purchase and Sale of Shares /3 Schedule 4.5 Third-Party Purchase Price Participation Commercially Sensitive Information |
| Schedule 4.12 Intellectual Property This Schedule 4.12 is provided pursuant to the Share Purchase Agreement for SKV Technology Inc. and sets forth a true and complete list of all Intellectual Property owned by the Corporation as of the Closing Date. 1. Patents 2. Copyrights Registered Copyright Title: Secure Key Cryptographic Library Registration Number: TXu 2-395-517 Date of Completion: 2023 Author: Jason Thomas Jurisdiction: United States 3. Software and Source Code SecureKey Software Codebase Commercially Sensitive Information Commercially Sensitive Information |
| Agreement of Purchase and Sale of Shares /2 Ownership: Owned exclusively by SKV Technology Inc., subject to applicable open-source licenses 4. Export Control and Regulatory Determinations 6. Trade Secrets and Know-How Proprietary cryptographic designs, algorithms, optimizations, and implementation techniques embodied in the SecureKey software Confidential documentation, build systems, and development processes related to SecureKey 7. Licenses and Third-Party Software Commercially Sensitive Information Commercially Sensitive Information |
| Agreement of Purchase and Sale of Shares /3 8. Encumbrances The Intellectual Property listed herein is not subject to any liens, pledges, security interests, or other encumbrances, and no licenses or rights have been granted to third parties outside the ordinary course of business. 8. Infringement and Claims There is no pending or, to the Vendors’ knowledge, threatened claims, disputes, or proceedings alleging infringement, misappropriation, or violation of any third-party intellectual property rights relating to the Intellectual Property listed herein. Appendix A & B Commercially Sensitive Information Commercially Sensitive Information |
| Schedule 4.17 Independent Contractors This Schedule 4.17 is provided pursuant to the Share Purchase Agreement for SKV Technology Inc. and sets forth a true and complete list of all independent contractors and consultants engaged by the Corporation. Founder Information Name: Jason Thomas Role: Founder, sole developer and contributor Agreement Date: N/A (Founder) Current Status: Active Intellectual Property Assignment: All Intellectual Property created in connection with the business of the Corporation has been assigned to the Corporation. Confidentiality Obligations: Confidentiality obligations apply pursuant to founder agreements and applicable law. Except as set forth above, the Corporation has not engaged any other independent contractors, consultants, or employees, and no other third parties have contributed to the Corporation’s Intellectual Property. |
| Schedule 4.20 Material Contracts This Schedule 4.20 is provided pursuant to the Share Purchase Agreement for SKV Technology Inc. and sets forth a true and complete list of all Material Contracts of the Corporation. Agreement Name Parties Date Term / Renewal Brief Description Notable Provisions For clarity, standard non-disclosure agreements entered into in the ordinary course of business are excluded from this Schedule. Commercially Sensitive Information |
| Schedule 6.3 Transferred Assets This Schedule 6.3 is provided pursuant to the Share Purchase Agreement for SKV Technology Inc. and sets forth a detailed list of the assets to be transferred to the Corporation prior to the Closing Date, or on such other date as may be agreed in writing between the Vendors and the Purchaser, without prejudice to any claims the Purchaser may have for breach of representations or warranty or non-performance of an obligation. 1. SecureKey GitLab Project (Software Codebase) The SecureKey software codebase consists of all source code, object code, scripts, build files, configuration files, documentation, test suites, and related materials maintained within the Seller’s internally hosted private GitLab project titled “SecureKey”. This includes all repositories, subprojects, branches, tags, commit history, authorship metadata, and full version control history contained within the SecureKey GitLab project as of the Closing Date. The SecureKey GitLab project contains multiple internal repositories and components, including, without limitation, cryptographic libraries, SDK components, VPN integrations, testing frameworks, and build tooling. Repositories and components included in the transfer include, but are not limited to, the following: • public/Buildroot • public/Cloud Init • public/dpdk • public/libacvp • public/openssl • public/jitterentropy • public/qemu • public/Rng Tools • virtee/Sev • virtee/Sevctl • public/Sevctl • public/Sev Tool • public/Strongswan • public/trex • public/vpp • Administrator/crypto • internal_works/SK SDK • internal_works/sk_vm • internal_works/SK VPN Releases • internal_works/REST API • internal_works/jet_tech_public Location: Seller-hosted private GitLab instance. |
| Agreement of Purchase and Sale of Shares /2 2. Documentation and Support Materials All SecureKey-related documentation, design materials, deployment guides, build instructions, support documents, and related materials maintained by the Seller. Location: Google Drive folder titled “projects/SecureKey”. Transfer Method: Secure file transfer or equivalent method acceptable to Purchaser at or prior to Closing. 3. Keys, Certificates, and Credentials The Corporation utilizes certain cryptographic keys, TLS certificates, code-signing certificates, API credentials, activation keys, and administrative access credentials in connection with the SecureKey codebase, and related software products (collectively, the “Operational Credentials”). For greater certainty: (a) the existing certificates may be used during the transition period solely for purposes of maintaining, accessing, or decommissioning existing SecureKey-branded releases; (b) no representation is made that the existing certificates will be used for future QeM-branded products; (c) any reissuance, replacement, or migration to new certificates following Closing shall be considered part of the Purchaser’s rebranding and commercialization strategy and shall not constitute a defect in, or limitation of, the transferred assets; and (d) the discontinuation of SecureKey-branded products shall not affect the transfer of the underlying source code, build systems, or associated Intellectual Property. Commercially Sensitive Information |
| Agreement of Purchase and Sale of Shares /3 All passwords, API credentials, and administrative access credentials required to build, sign, deploy, and maintain the SecureKey software are currently stored in the Seller’s secure vault. At or prior to Closing, the Seller shall securely export and transfer such credentials to the Purchaser for import into the Purchaser’s designated secrets management system. To the Vendors’ knowledge: • No private cryptographic signing keys used for product signing are personally owned by any individual Vendor; • No customer private keys are retained by the Corporation; • No material Operational Credential is subject to a contractual non-transferability restriction that would prevent continued operation of the SecureKey software following Closing. Post-Closing Transition Cooperation: Following Closing, the Vendors shall cooperate in good faith for a reasonable transition period to assist the Corporation and the Purchaser with: (i) transfer of administrative control of certificate authority accounts; (ii) regeneration or rotation of API credentials, if desired by Purchaser; (iii) procurement and configuration of new Extended Validation code-signing certificates under the Purchaser’s (or an Affiliate) legal name; and (iv) migration of build pipelines and release processes to the Purchaser’s infrastructure. 4. Delivery of Software Assets At or prior to Closing, Vendors shall deliver to Purchaser either: (a) Administrative access to the SecureKey GitLab project; or (b) At Purchaser’s election, an export of all GitLab repositories comprising the SecureKey project, including full commit and version history, in each case sufficient to provide Purchaser with full possession, control, and use of the SecureKey software assets. Documentation and credentials shall be transferred as described above. 5. No Hardware Assets The Corporation does not own any physical hardware, equipment, or devices. Without limitation, servers, laptops, desktops, mobile devices, networking equipment, storage devices, security tokens, development hardware, and peripherals, whether owned or leased by the Vendors are not part of the Transferred Assets. |
| Exhibit 1.1.33 Form of Employment Agreement Commercially Sensitive Information |
| Exhibit 2.3.1 Earn Out Consideration 1.1. Technical Integration – 42.8% (up to C$3 M) Milestone Description Payout Completion Criteria M1 – C$0.75 M in cash Demonstration by or on behalf of the Corporation M2 – C$0.75 M in cash Demonstration by or on behalf of the Corporation M3 – C$1.5 M in QeM Shares or cash 1.2. Strategic Expansion – 28.5% (up to C$2 M) Milestone Description Payout Completion Criteria M4 – C$1 M in QeM Shares or cash M5 – C$1 M in QeM Shares or cash 1.3. Commercialization (28.5% - C$2 M BASE VALUE + ROYALTIES) Milestone Trigger Payout Completion Criteria Tier 1 Sales ≥ C$1M SecureKey cumulative Sales C$0.5 M in QeM Shares or cash + 5% royalty SecureKey sales to ≥ C$1M Tier 2 Sales ≥ C$2 M cumulative Sales C$0.5 M in QeM Shares or cash + add’l 1% royalty (6% total) SecureKey sales to ≥ C$2M Tier 3 Sales ≥ C$3 M cumulative Sales C$0.5M in QeM Shares or cash + add’l 1% royalty (7% total) SecureKey sales to ≥ C$3M Tier 4 Sales ≥ C$5 M cumulative Sales C$0.5 M in QeM Shares or cash + add’l 1% royalty (8% total) SecureKey sales to ≥ C$5M Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information |
| Exhibit 2.3.18 Earn-Out Achievement Report This Earn-Out Milestone Achievement Report is delivered pursuant to Section 2.3.18 of the Share Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement. Milestone Identification The Purchaser hereby certifies that the following Earn-Out Milestone has been achieved in accordance with Section 2.3 of the Agreement: M1 – M2 – M3 – M4 – M5 – The Milestone achieved is: __________________________ Date of Achievement The Earn-Out Milestone identified above was achieved on __________________________ Evidence of Achievement The Purchaser confirms that the objective criteria set forth in Section 2.3 of the Agreement for the applicable Earn-Out Milestone have been satisfied. Supporting documentation evidencing such achievement is attached hereto as __________________________. Certification The undersigned, being all members of the Earn-Out Committee, hereby certify that the foregoing is true and correct and that the Earn-Out Milestone has been achieved in accordance with the Agreement. By: __________________________ Name: __________________________ By: __________________________ Name: __________________________ By: __________________________ Name: __________________________ By: __________________________ Name: __________________________ DATE: Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information Commercially Sensitive Information |
