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QuantumCore Announces Closing of Second Tranche of Non-Brokered Private Placement

QuantumCore (CSE: QNCR; FSE: K1Y; OTC: QNCRF) closed the second and final tranche of its non-brokered private placement, raising additional gross proceeds of $426,000.

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QuantumCore (CSE: QNCR; FSE: K1Y; OTC: QNCRF) closed the second and final tranche of its non-brokered private placement, raising additional gross proceeds of $426,000. In total, the Company issued 2,556,945 common shares at $2.00 per share for aggregate gross proceeds of $5,113,890, to be used for general corporate and working capital purposes.

All shares are subject to a four-month-and-one-day hold period under Canadian securities laws. QuantumCore also amended its investor awareness agreement with Altura Media, adding a $420,000 budget for continued digital investor marketing, subject to Canadian Securities Exchange acceptance.

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Positive

  • Equity financing completed with total gross proceeds of $5,113,890
  • 2,556,945 new shares issued at $2.00 per share in non-brokered placement
  • Second and final tranche of the offering successfully closed at $426,000
  • $420,000 marketing budget committed to expanded investor awareness campaign

Negative

  • Issuance of 2,556,945 new shares creates equity dilution for existing shareholders
  • $420,000 additional spend on marketing increases near-term operating cash outflows
  • All new shares face a four-month-and-one-day hold, limiting immediate liquidity for investors

News Explained

The completed financing issued 2,556,945 new common shares, increasing QuantumCore’s share count and reducing existing holders’ percentage ownership absent offsetting changes.

News Market Reaction – QNCRF

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In the Aug 19 session, QNCRF gained 3.28%, reflecting a moderate positive market reaction.

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Waterloo, Ontario--(Newsfile Corp. - August 18, 2026) - QuantumCore Ltd. (CSE: QNCR) (FSE: K1Y) ("QuantumCore" or the "Company") is pleased to announce the closing of the second and final tranche of its previously announced non-brokered private placement financing (the "Offering") for additional gross proceeds of $426,000. In total the QuantumCore has issued 2,556,945 common shares in the capital of the Company (the "Shares") at a price of $2.00 per Share for aggregate gross proceeds of $5,113,890.

QuantumCore intends to use the net proceeds of the Offering for general corporate and working capital purposes.

All Shares issued pursuant to the Offering are subject to a hold period of four months and one day from their respective dates of issuance in accordance with applicable Canadian securities laws.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The Shares being offered have not been, nor will they be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. Accordingly, these Shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of QuantumCore in any jurisdiction in which such offer, solicitation or sale would be unlawful.

In addition, the Company announces that it has entered into an amending agreement with Altura Media Co. Inc. ("Altura"), a Vancouver, British Columbia-based marketing and communications firm, to amend the previously announced investor awareness agreement and provide for an additional budget of $420,000, plus applicable taxes, for the continued provision of digital investor awareness and marketing services. Altura will continue to develop and execute a comprehensive investor awareness campaign targeting English- and German-speaking investors through a combination of digital advertising, sponsored content, newsletters, videos and other marketing initiatives designed to increase awareness of QuantumCore and its business. QuantumCore and Altura are unrelated and unaffiliated entities and, to the knowledge of the Company, Altura does not currently own any securities of QuantumCore. All content and materials produced under the engagement will remain subject to the Company's review and approval and will comply with applicable securities laws and Canadian Securities Exchange (the "CSE") policies. The amended engagement remains subject to acceptance by the CSE.

Wildeboer Dellelce LLP is acting as Canadian legal counsel to QuantumCore in connection with the Offering.

About QuantumCore

QuantumCore is building the critical infrastructure that will enable the next generation of quantum computers. The Company develops advanced quantum hardware technologies, including superconducting quantum amplifiers and single-photon detector solutions, designed to address the performance and scalability challenges facing the rapidly growing quantum computing industry. Through a combination of internal innovation and strategic acquisitions, QuantumCore aims to become a leading supplier of essential hardware powering quantum computing systems worldwide.

Cautionary Note Regarding Forward-Looking Information:

This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information includes, without limitation, statements regarding the intended use of proceeds, the acceptance by the Canadian Securities Exchange of the amended investor awareness agreement with Altura Media Co. Inc., the Company's business plans and objectives, and other statements that are not historical facts. Often, but not always, this forward-looking information can be identified by the use of words such as "expects", "anticipates", "believes", "intends", "estimates", "plans", "potential", "projected", or statements that events "may", "will", "could" or "should" occur or be achieved and similar expressions, including negative variations.

Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by the forward-looking information, including those factors discussed under "Risk Factors" in the Listing Statement of the Company dated March 31, 2026, which is available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca. These factors should be considered carefully and readers should not place undue reliance on the forward-looking information. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. The forward-looking information contained herein is made as of the date hereof and the Company disclaims any obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise, except where required by law. There can be no assurance that these forward-looking 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 forward-looking statements.

For more information, please contact:

Eugene Profis
Chief Executive Officer
e: eprofis@qncor.ca
t: 416-648-4223

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/310339

FAQ

How much did QuantumCore (QNCRF) raise in its non-brokered private placement?

QuantumCore raised gross proceeds of $5,113,890 through its non-brokered private placement. According to QuantumCore, this came from issuing 2,556,945 common shares at $2.00 per share across its previously announced offering, including the second and final tranche.

What are the terms of the second tranche of QuantumCore (QNCRF) private placement closed on August 18, 2026?

The second and final tranche generated additional gross proceeds of $426,000. According to QuantumCore, all shares issued under the offering carry a hold period of four months and one day under Canadian securities laws, limiting resale during that timeframe.

How many shares did QuantumCore (QNCRF) issue in the completed private placement and at what price?

QuantumCore issued 2,556,945 common shares at a price of $2.00 per share. According to QuantumCore, these shares were issued under a non-brokered private placement structure, resulting in aggregate gross proceeds of approximately $5.11 million before expenses.

What will QuantumCore (QNCRF) use the private placement proceeds for?

QuantumCore intends to use the net proceeds for general corporate and working capital purposes. According to QuantumCore, this capital provides funding flexibility as it develops quantum hardware technologies, including superconducting amplifiers and single-photon detector solutions for quantum computing infrastructure.

What is the new marketing agreement between QuantumCore (QNCRF) and Altura Media?

QuantumCore amended its investor awareness agreement with Altura to add a $420,000 budget plus taxes. According to QuantumCore, Altura will continue digital investor awareness campaigns in English and German, subject to Canadian Securities Exchange acceptance of the amended engagement.

Are the QuantumCore (QNCRF) private placement shares freely tradable immediately?

No, the shares are not freely tradable immediately. According to QuantumCore, all common shares issued in the offering are subject to a four-month-and-one-day hold period from issuance under applicable Canadian securities laws, restricting early resale.