Star Metro - Redwood AI Announces Letter of Intent for Potential Acquisition of Quantum.IQ

Based in Vancouver, British Columbia, Quantum.IQ is an AI-driven, next generation quantum cybersecurity company, developing software designed to help high-security organizations, including government, defence, financial services and critical infrastructure sectors, identify, assess and upgrade the encryption systems they rely on to protect sensitive data from future quantum-enabled cyber threats. Its Post-Quantum Cryptography ("PQC") platform is designed to support end-to-end quantum-resilient security adoption, including cryptographic asset discovery, Cryptographic Bill of Materials ("CBOM") creation¹, alignment with emerging PQC standards, remediation planning, continuous monitoring, and executive-level reporting. Quantum.IQ's platform is intended to help organizations assess their cryptographic posture, identify potential exposure across certificates, TLS configurations, APIs, and source code, and plan migration pathways toward quantum-resistant security infrastructure.

Under the terms of the LOI, the parties intend to negotiate a definitive agreement pursuant to which Redwood would acquire QIQ for consideration payable in common shares in the capital of Redwood, subject to a maximum purchase price of 7,000,000 common shares issuable upon closing, and up to a further 7,000,000 common shares upon the achievement of certain milestones, and with final terms to be determined through mutual due diligence and the negotiation of definitive documentation. All consideration shares (i.e., up to 14,000,000) will be subject to the following escrow release conditions:

• 10% to be released after 4 months

• 15% to be released after 6 months

• 25% to be released after 12 months

• 25% to be released after 18 months

• 25% to be released after 24 months

Redwood believes Quantum.IQ's platform could complement its broader focus on artificial intelligence and advanced computational technologies by adding capabilities in cryptographic intelligence, quantum-readiness assessment, and cybersecurity planning for security-sensitive environments.

Quantum.IQ is led by Kevin O'Neill, Dr. Elliot Holtham and Paul Dadwal, having collective experience across technology company-building, artificial intelligence, capital markets, advanced software development and public safety.

Mr. O'Neill is the Chief Executive Officer of Quantum.IQ Technologies, bringing more than 35 years of experience in technology investing, advisory and leadership. Previously, He has co-founded numerous technology companies, including: Teleo Communications, acquired by Microsoft; Workfire Technologies, acquired by Packeteer; and Xtract AI Technologies, acquired by Patriot One; M37 Technology Partners; Railtown AI Technologies; and InMotion Energy Systems.

Dr. Holtham (PhD Computational Science) is the Chief Technology Officer of Quantum.IQ Technologies, bringing more than 20 years of experience in technology invention, development and leadership. He has also co-founded numerous technology companies, including: Xtract AI Technologies, acquired by Patriot One; M37 Technology Partners; Railtown AI Technologies; and InMotion Energy Systems.

Mr. Dadwal is Founder and CEO of Ari & Co. Capital, a Vancouver-based private family-office. He is an entrepreneur and technology investor with experience across capital markets, early-stage technology companies and public safety, who served previously with the Royal Canadian Mounted Police as a Superintendent for more than 19 years, leading several high-profile law enforcement investigations. Mr. Dadwal has also received recognition including the International Association of Chiefs of Police 40 Under 40 Award, the Queen's Jubilee Medal and a Governor General's commendation.

Under the terms of the LOI, Redwood would acquire all of the issued and outstanding common shares of QIQ, with QIQ expected to become a direct or indirect wholly-owned subsidiary of Redwood. The acquisition remains subject to satisfactory completion of due diligence, the negotiation and execution of definitive documentation, and receipt of all required approvals.

The LOI sets out the parties' intent to negotiate and enter into definitive documentation for the acquisition. Completion remains subject to customary conditions, including satisfactory due diligence, execution of definitive documentation, receipt of required approvals, including the approval of the Canadian Securities Exchange, and the absence of any material adverse change affecting either Redwood or QIQ.

About Redwood AI Corp.

Redwood AI uses advanced artificial intelligence to accelerate chemistry R&D, with the aim of assisting in drug discovery and development, and furthering defense and safety solutions. The Company combines expertise in chemistry, AI, and manufacturing to streamline drug synthesis and scale-up. Redwood AI's platform is designed to enable faster, more efficient development of new therapies and chemistry-driven applications.

ON BEHALF OF REDWOOD AI CORP.,

"Louis Dron"
Chief Executive Officer

For more information, please contact:

Louis Dron
Chief Executive Officer
Tel: +1 888 530 8488
[email protected]

The CSE and Information Service Provider have not reviewed and do not accept responsibility for the accuracy or adequacy of this release.

Forward-Looking Statements Caution.

This news release contains statements and information that, to the extent they are not historical fact, may constitute "forward-looking information" within the meaning of applicable securities legislation. Forward-looking information in this news release includes, without limitation, statements regarding: (i) the proposed acquisition of QIQ, including the negotiation and execution of definitive agreements, satisfaction of closing conditions, receipt of regulatory approvals and the anticipated timing and completion thereof; (ii) the potential structure, terms and benefits of the proposed transaction, including the issuance of common shares and milestone-based consideration; (iii) the expected capabilities, performance and market positioning of QIQ's post-quantum cryptography platform and related products; (iv) the anticipated strategic rationale for the transaction, including expected synergies relating to artificial intelligence, cybersecurity, quantum-readiness assessment and related technologies; and (v) the Company's future plans, objectives and opportunities arising from the proposed transaction and its broader technology platform.

Forward-looking information is generally identified by words such as "believe", "expect", "anticipate", "estimate", "intend", "plan", "may", "should", "will", "potential" and similar expressions. Although the Company believes that the expectations and assumptions underlying the forward-looking information are reasonable, such information is subject to significant risks and uncertainties, many of which are beyond the Company's control, including, without limitation: the risk that the parties are unable to enter into definitive agreements on acceptable terms or at all; the risk that the proposed transaction is not completed due to failure to obtain required approvals (including regulatory approvals) or satisfy other conditions; risks relating to due diligence findings; market conditions; the early-stage and evolving nature of quantum cybersecurity technologies; the ability to achieve anticipated synergies or strategic benefits; integration risks; dependence on key personnel of QIQ; competitive developments in the cybersecurity and artificial intelligence sectors; and general economic, market, regulatory and business conditions.

Actual results, performance or achievements could differ materially from those expressed in, or implied by, such forward-looking information. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information contained in this news release is made as of the date hereof, and the Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

¹ Cryptographic Bill of Materials ("CBOM") refers to an inventory of the cryptographic assets used within software or systems, such as algorithms, keys, certificates, protocols, and cryptographic libraries. CBOMs help organizations understand where cryptography is used and support planning for quantum-safe security transitions. Source: OWASP CycloneDX, "Cryptography Bill of Materials (CBOM)".

SOURCE: Redwood AI Corp.

View the original press release on ACCESS Newswire

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