Toronto, Ontario--(Newsfile Corp. - December 16, 2025) - Rigel Technologies Inc. (the "Company") is pleased to announce it has entered into a non-binding letter of intent (the "LOI"), dated December 15, 2025, to acquire all of the issued and outstanding shares of Quantum Vault Tech Corp. (the "Target"), which is arm's length to the Company, resulting in a proposed reverse takeover of the Issuer (the "Transaction").

On closing of the Transaction (the "Closing"), the shareholders of Rigel will hold approximately 10% of the resulting issuer on a non-diluted basis, the shareholders of the Target will hold approximately 70% of the resulting issuer, subscribers to the Financing (as hereinafter described) will hold approximately 20% of the Target on a non-diluted basis. Upon the Closing, the Target will become a wholly-owned subsidiary of the Company. The Company has 18,896,632 issued and outstanding common shares as of the date of this news release. On Closing of the Transaction, it is anticipated that the resulting issuer will have 100,000,000 issued and outstanding common shares on a non-diluted basis.

About Quantum Vault Tech Corp.

Quantum Vault Tech Corp. is a company that has engineered the first prototype of a quantum-AI-generated security system embedded in a fully offline cold wallet for cryptocurrencies, eliminating the need for phones, computers or external connectivity. This innovation directly addresses some of the most significant security challenges in the multi-trillion-dollar digital asset market: human error, device compromise and server-based attacks.

Proposed Transaction

The Transaction will be structured as a reverse takeover of the Company by Quantum, to be completed by way of a share exchange (the "Definitive Agreement"). Upon completion of the asset purchase agreement, Rigel will acquire all of the issued and outstanding Quantum Shares by issuing Rigel Shares to the Vendors, resulting in the Vendors becoming the controlling shareholders of the resulting issuer.

Pursuant to the terms of the LOI and the upcoming definitive agreement (the "Definitive Agreement"), the Company will acquire all of the Target's common shares (the "Target Shares") outstanding as at the Closing from the shareholders of the Target (the "Vendors"). The Transaction will be completed pursuant to, and in strict accordance with, available exemptions under applicable securities legislation. As a condition of Closing, the resulting issuer shall have received conditional approval to list on the Canadian Securities Exchange.

Prior to Closing, the Company intends to complete a consolidation of its outstanding common shares (the "Company Consolidation") and to settle or convert existing liabilities into equity such that no liabilities in excess of $50,000 remain on its balance sheet. Following these steps, the Company expects to have approximately 10,000,000 common shares issued and outstanding.

Furthermore prior to Closing, the Target will complete a private placement financing in the maximum amount of $2,000,000 (the "Financing") by way of units (the "Units"). Each Unit shall be comprised of one (1) Target Share and one (1) common share purchase warrant (each, a "Target Warrant"). Each Target Warrant will be exercisable to acquire an additional common share at $0.20 for a period of 36 months from issuance. Finder's fees may be payable in connection with the Financing which shall be paid by the Target on closing of the Financing.

Closing Conditions

The completion of the proposed Transaction is subject to various closing conditions, all of which will be included in the Definitive Agreement, including, but not limited, to the following:

1. completion of the Company Consolidation;
2. completion of the Financing;
3. Conversion or settlement of the Company's outstanding indebtedness;
4. the Issuer receiving conditional approval from the Exchange for the listing of the resulting issuer shares;
5. the Target obtaining the approval of such number of Vendors as is necessary to effect the Transaction; and
6. other conditions customary in transactions similar to the Transaction.

Closing Conditions

The Transaction is anticipated to close on a mutually agreed date between the Issuer and the Target, anticipated in Q1 2026.

Forward-Looking Information

Certain statements in this news release are forward-looking statements, which reflect the expectations of management regarding the growth and development of the Company's business and its products and the proposed Transaction. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including but not limited, the signing of the Definitive Agreement between the Issuer and the Target, Exchange approval of the Transaction, satisfaction of all closing conditions, the number of issued and outstanding shares post-Closing, and the completion of the Transaction. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause actual results to differ materially from those expressed or implied by the forward-looking statements. These forward-looking statements are made as of the date of this news release and the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements, except in accordance with applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/278231

Source: Rigel Technologies Inc.