Star Metro - Redwood AI Announces Definitive Agreement with Quantum.IQ and Expands into Quantum Resistant Cyber Security

Quantum.IQ is a Vancouver-based AI-driven quantum cybersecurity company developing software designed to help high-security organizations, including government, defence, financial services and critical infrastructure sectors, discover, assess, manage and upgrade the encryption systems they rely on to protect sensitive data from future quantum-enabled cyber threats. Quantum.IQ's Post-Quantum Cryptography ("PQC") platform is designed to support cryptographic asset discovery, cryptographic exposure assessment, cryptographic bill of materials creation, standards alignment, vulnerability management, migration planning, continuous monitoring and executive-level reporting, including by helping organizations identify potential exposure across certificates, transport layer security configurations, application programming interfaces, source code and related digital infrastructure.

Redwood believes the Acquisition provides an opportunity to broaden its technology base by adding specialized cybersecurity capabilities that align with its broader work in artificial intelligence, advanced computational systems and operational intelligence. By combining Redwood's AI-focused platform development experience with Quantum.IQ's cryptographic discovery and quantum-readiness tools, the Company believes it may be better positioned to pursue opportunities across long-term technology markets, including enterprise resilience, cybersecurity planning, regulated infrastructure, public safety, critical infrastructure and public-sector technology deployment.

"Redwood's focus has been on applying advanced AI and computational tools to complex real-world problems, many of which involve governments, healthcare organisations, critical infrastructure operators and other organizations where security, trust and data integrity are fundamental. As our platform expands into increasingly mission-critical environments, quantum resistant cybersecurity becomes a natural extension of our strategy.Quantum.IQ fits that direction by adding a cybersecurity platform focused on one of the next major infrastructure challenges facing governments and enterprises. We believe this acquisition will strengthen Redwood's position in security-sensitive technology markets while expanding the range of problems our platform can help address," stated Louis Dron, Chief Executive Officer of Redwood.

"Quantum computing presents one of the most significant cybersecurity transitions organizations will face over the coming decade. We believe Redwood is the right long-term home for Quantum.IQ because of its vision for applying advanced AI and computational technologies to complex, mission-critical challenges. By combining our post-quantum cryptography platform with Redwood's broader AI capabilities, we believe we can accelerate commercialization while delivering greater value to governments, critical infrastructure operators and enterprise customers preparing for the quantum era," stated Kevin O'Neill, Chief Executive Officer of Quantum.IQ Technologies Inc.

Terms of the Agreement

Under the terms of the Agreement, Redwood will acquire all of the issued and outstanding shares of Quantum.IQ in consideration for the issuance from treasury of an aggregate of 14,033,558 common shares of Redwood (collectively, the "Consideration Shares") to the shareholders of Quantum.IQ, on a pro rata basis, at a deemed price of approximately $2.98 per Consideration Share. The Consideration Shares will consist of 7,033,558 common shares of Redwood (collectively, the "Base Shares") and up to 7,000,000 additional common shares of Redwood (collectively, the "Milestone Shares"). The Base Shares will be held in escrow and released as follows: 10% four months from closing, 15% six months from closing, 25% 12 months from closing, 25% 18 months from closing and 25% 24 months from closing.

The Milestone Shares will be held in escrow and released only upon the achievement of certain milestone criteria (the "Milestone Criteria"), including 1,000,000 Milestone Shares released upon the execution of an initial customer pilot agreement by Quantum.IQ, 2,000,000 Milestone Shares released upon the achievement of annualized revenue of $2,000,000 with a minimum 10% EBITDA, 2,000,000 Milestone Shares released upon the achievement of annualized revenue of $10,000,000 with a minimum 10% EBITDA, and 2,000,000 Milestone Shares released upon the achievement of annualized revenue of $20,000,000 with a minimum 10% EBITDA. Any Milestone Shares released from milestone escrow will become subject to a secondary escrow release schedule. If any Milestone Criteria are not achieved by the applicable deadline, the corresponding Milestone Shares will be released from escrow to Redwood for cancellation.

Should the $10,000,000 and $20,000,000 annualized revenue Milestone Criteria be achieved, Milestone Shares relating to such Milestone Criteria that have been released from the Milestone Escrow and have become subject to the secondary escrow schedule may be eligible for accelerated release from such secondary escrow upon the occurrence of an acceleration event . An acceleration event occurs where the common shares of Redwood maintain a volume weighted average trading price of at least $7.00 (subject to adjustment in the event of a consolidation or split) for 21 consecutive trading days which have a minimum daily trading volume of at least 1,000,000 shares.

Completion of the Acquisition remains subject to customary closing conditions, including receipt of all required corporate, regulatory and stock exchange approvals, including approval of the Canadian Securities Exchange ("CSE"), execution and delivery of the escrow agreement, the absence of any material adverse change affecting either Redwood or Quantum.IQ, and other conditions customary for a transaction of this nature. There can be no assurance that the Acquisition will be completed on the terms contemplated in the Agreement or at all.

In connection with and upon completion of the Acquisition, Redwood will pay a finder's fee in the amount of $298,000 payable in the form of 100,000 common shares of Redwood to an independent third party to each of Redwood and Quantum.IQ.

About Redwood AI Corp.

Redwood uses advanced artificial intelligence to accelerate chemistry R&D, with the aim of assisting in drug discovery and development, and furthering defence and safety solutions. The Company combines expertise in chemistry, AI, and manufacturing to streamline drug synthesis and scale-up. Redwood'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 acquisition of Quantum.IQ, including the satisfaction of closing conditions, receipt of regulatory approvals and the anticipated timing and completion thereof; (ii) the issuance of the Consideration Shares; (iii) the completion of the Milestone Criteria and release of the Milestone Shares; (iv) the expected capabilities, performance and market positioning of Quantum.IQ's PQC platform and related products; (v) the anticipated strategic rationale for the Acquisition, including expected synergies relating to artificial intelligence, cybersecurity, quantum-readiness assessment and related technologies; (vi) the ability of Quantum.IQ to fulfil the Milestone Criteria; and (vii) the Company's future plans, objectives and opportunities arising from the Acquisition 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 Acquisition is not completed due to failure to obtain required regulatory or exchange approvals, including CSE approval, or to satisfy or waive other closing conditions; risks relating to due diligence findings, closing timing and market conditions; the risk that the Milestone Criteria are not achieved on the anticipated timeline or at all; dilution resulting from the issuance of the Consideration Shares; the early-stage and evolving nature of quantum cybersecurity and artificial intelligence technologies; uncertainty regarding customer adoption, commercialization, scalability, technical performance and market acceptance of Quantum.IQ's platform and related products; rapidly evolving regulatory, technical and industry standards relating to cybersecurity and post-quantum cryptography; risks relating to intellectual property, cybersecurity incidents, third-party infrastructure and vendors; the ability to achieve anticipated synergies or strategic benefits; integration risks; dependence on key personnel of Quantum.IQ; 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.

SOURCE: Redwood AI Corp.

View the original press release on ACCESS Newswire

O.Martin--SMC