QuantumCore Announces Election of Christopher Wilson to The Board of Directors and Other Results From the Annual General and Special Meeting of Shareholders

Rhea-AI Summary

QuantumCore (CSE: QNCR, FSE: K1Y, OTC: QNCRF) reported that all matters at its July 20, 2026 annual general and special meeting were approved. Shareholders set the board size at five directors and elected Eugene Profis, Christopher Wilson, Matthew McGowan, Rory McGillis and David Marantz, each receiving 99.992% votes in favour.

Shareholders also approved appointing MNP LLP as auditor, with 99.992% of votes supporting the resolution. An omnibus incentive plan allowing awards of up to 20% of issued and outstanding common shares received 99.891% support. A special resolution to continue the company into Ontario under the Business Corporations Act (Ontario) was likewise approved with 99.891% of votes cast in favour.

Positive

• All AGM resolutions passed with support levels around 99.9%
• Board size fixed at five directors with near-unanimous election results
• Appointment of MNP LLP as auditor backed by 99.992% of votes
• Omnibus incentive plan approved, enabling equity-based awards up to 20% of shares
• Continuance to Ontario under OBCA approved with 99.891% support

Negative

• Omnibus incentive plan permits awards up to 20% of outstanding shares, implying potential dilution

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Waterloo, Ontario--(Newsfile Corp. - July 20, 2026) - QuantumCore Ltd. (CSE: QNCR) (FSE: K1Y) ("QuantumCore" or the "Company") is pleased to announce the voting results from its annual general and special meeting of shareholders held on July 20, 2026 (the "Meeting"). All matters submitted to shareholders for approval as set out in the Company's management information circular dated June 15, 2026 (the "Circular") were approved.

Fixing the Number of Directors.

Shareholders approved an ordinary resolution fixing the number of directors of the Company at five (5). The resolution received 99.992% of the votes cast in favour.

Election of Directors.

Shareholders elected each of management's nominees as directors of the Company to hold office until the next annual meeting of shareholders or until their successors are elected or appointed. The following table sets out the votes in respect of the election of directors:

Nominee	% For	% Withheld
Eugene Profis	99.992%	0.008%
Christopher Wilson	99.992%	0.008%
Matthew McGowan	99.992%	0.008%
Rory McGillis	99.992%	0.008%
David Marantz	99.992%	0.008%

 

Appointment of Auditors.

99.992% of shares voted were voted in favor of appointing MNP LLP as auditor and authorizing the board of directors of the Company to fix the auditors remuneration for the following year.

Approval of Omnibus Incentive Plan.

Shareholders approved the Company's rolling omnibus incentive plan (the "Omnibus Incentive Plan"). The resolution received 99.891% of the votes cast in favour.

As described in the Circular, the Omnibus Incentive Plan permits the issuance of awards representing up to 20% of the Company's issued and outstanding common shares (on a non-diluted basis), with insider participation limits in accordance with the terms of the Omnibus Incentive Plan and applicable Canadian Securities Exchange requirements. A copy of the Omnibus Incentive Plan is attached as Schedule "A" to the Circular and is available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Approval of the Company's Continuance under the OBCA.

Shareholders approved, by special resolution, the continuance of the Company from the Province of Alberta under the Business Corporations Act (Alberta) into the Province of Ontario under the Business Corporations Act (Ontario) (the "Continuance"). The resolution received 99.891% of the votes cast in favour.

Additional information regarding the Continuance, including the proposed Articles of Continuance and related corporate governance changes, is contained in the Circular under Item 5 – Continuance under the Business Corporations Act (Ontario) and in Schedules "B" and "C" thereto.

About QuantumCore Ltd.

QuantumCore is a technology company developing enabling hardware solutions for the computing industry. The Company is focused on advancing high-performance hardware technologies designed to address critical efficiency, performance and scalability challenges in next-generation computing systems. Through the development and commercialization of innovative technologies, QuantumCore aims to support the continued evolution of advanced computing architectures and infrastructure.

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release.

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/305814

FAQ

What did QuantumCore (QNCRF) announce from its July 20, 2026 shareholder meeting?

QuantumCore reported that all resolutions at its July 20, 2026 annual general and special meeting were approved. According to QuantumCore, shareholders elected five directors, reappointed MNP LLP as auditor, approved an omnibus incentive plan, and authorized continuance into Ontario under the Business Corporations Act (Ontario).

Who was elected to the QuantumCore (QNCRF) board of directors at the 2026 AGM?

Shareholders elected Eugene Profis, Christopher Wilson, Matthew McGowan, Rory McGillis and David Marantz as directors. According to QuantumCore, each nominee received 99.992% of votes cast in favour and will serve until the next annual meeting or until their successors are elected or appointed.

What is included in QuantumCore’s omnibus incentive plan approved in July 2026?

The omnibus incentive plan allows issuing awards representing up to 20% of QuantumCore’s issued and outstanding common shares on a non-diluted basis. According to QuantumCore, the plan includes insider participation limits consistent with its terms and applicable Canadian Securities Exchange requirements, as described in the management information circular.

How did QuantumCore (QNCRF) shareholders vote on appointing MNP LLP as auditor?

QuantumCore shareholders voted 99.992% in favour of appointing MNP LLP as auditor. According to QuantumCore, the resolution also authorizes the board of directors to fix the auditors’ remuneration for the following year, confirming strong shareholder support for the company’s chosen external auditor.

What does the continuance of QuantumCore under the Ontario Business Corporations Act involve?

Shareholders approved a special resolution to continue QuantumCore from Alberta into Ontario under the Business Corporations Act (Ontario). According to QuantumCore, further information on proposed Articles of Continuance and related governance changes is provided in its circular and accompanying schedules available on SEDAR+.

How many directors will QuantumCore (QNCRF) have after the 2026 AGM vote?

QuantumCore will have five directors following the 2026 annual meeting. According to QuantumCore, shareholders passed an ordinary resolution fixing the number of directors at five, with 99.992% of votes cast in favour, and then elected five named individuals to these board positions.