QuantumCore Announces Closing of Strategic Investment and Upsize of Offering

Rhea-AI Summary

QuantumCore (CSE: QNCR, FSE: K1Y; QNCRF) closed an upsized first tranche of its previously announced non-brokered private placement, issuing 2,343,945 common shares at C$2.00 per share for gross proceeds of C$4,687,890. The total Offering has been increased from C$4,269,600 to up to C$5,113,890, with a second tranche of C$426,000 expected to close on or about August 18, 2026, mainly from existing shareholders, subject to customary conditions and Canadian Securities Exchange approval.

According to QuantumCore, net proceeds will be used for general corporate and working capital purposes. All shares will carry a hold period of four months and one day under Canadian securities laws, and the securities are not registered under the U.S. Securities Act.

Positive

• C$4,687,890 raised in first tranche at C$2.00 per share
• Offering upsized to aggregate gross proceeds of up to C$5,113,890
• Second tranche of C$426,000 targeted from existing shareholders
• Net proceeds earmarked for general corporate and working capital purposes

Negative

• Equity financing implies shareholder dilution through 2,343,945 new common shares
• Second tranche of C$426,000 remains subject to customary conditions and CSE approval
• All Offering shares subject to a hold period of four months and one day
• Shares are not registered under the U.S. Securities Act, limiting U.S. offering and resale

News Explained

The completed share issuance increases QuantumCore’s total share count and therefore reduces existing holders’ percentage ownership unless offsetting purchases occur; the planned second tranche may preserve participating holders’ interests but has not closed.

News Market Reaction – QNCRF

+7.97%

+7.97% Session close to close

In the Aug 11 session, QNCRF gained 7.97%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Waterloo, Ontario--(Newsfile Corp. - August 11, 2026) - QuantumCore Ltd. (CSE: QNCR) (FSE: K1Y) ("QuantumCore" or the "Company") is pleased to announce that it has completed an upsized first tranche of its previously announced non-brokered private placement financing (the "Offering"). Pursuant to the first tranche closing, the Company issued 2,343,945 common shares of the Company (the "Shares") at a price of C$2.00 per Share for aggregate gross proceeds of C$4,687,890.

The Company is also pleased to announce that it has upsized the Offering from C$4,269,600 to aggregate gross proceeds of up to C$5,113,890. Of such amount, C$4,687,890 has been raised pursuant to the first tranche closing announced herein, with the remaining C$426,000 to be raised from existing shareholders with the goal of maintaining their respective ownership interests in the Company pursuant to a second tranche expected to close on or about August 18, 2026, subject to customary closing conditions and regulatory approvals, including the approval of the Canadian Securities Exchange.

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

All Shares issued pursuant to the Offering will be 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.

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 completion of the upsized portion of the Offering, the anticipated timing of such closing, receipt of regulatory approvals, the intended use of proceeds, 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/309120

FAQ

What did QuantumCore (QNCRF) announce about its private placement on August 11, 2026?

QuantumCore announced closing the upsized first tranche of its non-brokered private placement, raising C$4,687,890. According to QuantumCore, it issued 2,343,945 common shares at C$2.00 each and increased the total Offering size to aggregate gross proceeds of up to C$5,113,890.

How many shares did QuantumCore (QNCRF) issue and at what price in the first tranche?

QuantumCore issued 2,343,945 common shares at C$2.00 per share in the first tranche. According to QuantumCore, this generated gross proceeds of C$4,687,890 as part of its upsized non-brokered private placement financing announced on August 11, 2026.

What is the total size of QuantumCore’s upsized Offering (QNCRF) and how much remains?

The upsized Offering now targets aggregate gross proceeds of up to C$5,113,890. According to QuantumCore, C$4,687,890 has already been raised, with approximately C$426,000 expected in a second tranche primarily from existing shareholders, subject to customary closing conditions and regulatory approvals.

When is QuantumCore’s (QNCRF) second tranche of the private placement expected to close?

The second tranche is expected to close on or about August 18, 2026. According to QuantumCore, this tranche aims to raise C$426,000 from existing shareholders and remains subject to customary closing conditions and approval by the Canadian Securities Exchange.

How will QuantumCore (QNCRF) use the proceeds from its private placement Offering?

QuantumCore plans to use the net proceeds for general corporate and working capital purposes. According to QuantumCore, funds from the upsized non-brokered private placement are intended to support ongoing operations as it develops quantum hardware technologies for the quantum computing industry.

Are QuantumCore (QNCRF) private placement shares subject to a hold period or U.S. restrictions?

Yes, all shares issued will be subject to a hold period of four months and one day. According to QuantumCore, the securities are not registered under the U.S. Securities Act, so they cannot be offered or sold in the United States without applicable registration or exemptions.

What does the QuantumCore (QNCRF) non-brokered private placement mean for existing shareholders?

The financing increases capital but adds new shares, resulting in dilution for existing holders. According to QuantumCore, approximately C$426,000 in the second tranche is intended to come from existing shareholders seeking to maintain their ownership interests in the company.