Ottawa, Ontario--(Newsfile Corp. - August 7, 2026) - Mandeville Ventures Inc. (TSXV: MAND.P) (the "Corporation" or "Mandeville"), a capital pool company listed on the TSX Venture Exchange ("TSXV"), announced today certain amendments to its previously announced amalgamation agreement dated April 24, 2026 (the "Amalgamation Agreement") with Ottawa-based cybersecurity company Quantropi Inc. ("Quantropi").

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

A copy of the consent, waiver and amending agreement (the "Amending Agreement") has been filed and may be viewed and downloaded under the Corporation's profile on SEDAR+ at www.sedarplus.ca. The summary of the amendments provided in this news release is subject in its entirety to the detailed provisions of the Amending Agreement.

The Proposed Transaction is subject to a number of conditions and, if proceeded with, there can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.

In accordance with the policies of the TSXV, the Mandeville shares are currently halted from trading and will remain so until such time as the TSXV determines, which, depending on the policies of the TSXV, may not occur until completion of the Proposed Transaction.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to Exchange Requirements (as that term is defined in the policies of the TSXV), majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

The securities referenced herein have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Cautionary and Forward-Looking Statements

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected" "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could, "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: the Proposed Transaction and certain terms and conditions thereof; and required regulatory, stock exchange, and governmental authorizations and consents. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, Mandeville assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/308750

Source: Mandeville Ventures Inc.