QSE Announces Management Cease Trade Order

Rhea-AI Summary

QSE - Quantum Secure Encryption Corp (OTCQB: QSEGF; CSE: QSE) announced a temporary management cease trade order (MCTO) granted January 29, 2026 under NP 12-203 after it missed the January 28, 2026 filing deadline for audited financial statements and related CEO/CFO certificates for year ended September 30, 2025.

The MCTO prohibits the CEO and CFO from trading until the Required Filings are submitted and the MCTO is lifted; the company expects to file the Required Filings by March 28, 2026. Public trading by non‑insiders continues, and the company says it will follow alternative disclosure guidelines in sections 9 and 10 of NP 12-203 while the default remains.

Positive

• Company proactively applied for MCTO to manage disclosure default
• Public investors remain free to trade QSEGF during MCTO
• Company expects to file Required Filings by March 28, 2026
• Commitment to follow NP 12-203 alternative disclosure guidelines

Negative

• Missed filing deadline for audited financials for year ended Sep 30, 2025
• MCTO bars CEO and CFO from trading company securities
• Audit progress delay caused the Annual Filings default
• Regulatory default may hurt investor confidence and share perception

Vancouver, British Columbia--(Newsfile Corp. - January 30, 2026) - QSE - Quantum Secure Encryption Corp. (CSE: QSE) (OTCQB: QSEGF) (FSE: VN8) ("QSE" or the "Company") announces that it made an application to the British Columbia Securities Commission to approve a temporary management case trade order ("MCTO") under National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults ("NP 12-203"), which will prohibit trading securities by the Company by the Chief Executive Officer and Chief Financial Officer of the Company until such time as the Required Filings (defined below) and all continuous disclosure requirements have been filed by the Company, and the MCTO has been lifted. During the period in which the MCTO is effective, the general public, who are not insiders of the Company, will continue to be able to trade in the Company's listed securities. The MCTO has been granted on January 29, 2026.

The Company made the application for the MCTO as it expected delays that it would be unable to file its audited financial statements for the year ended September 30, 2025, and the management's discussion and analysis and related Chief Executive Officer and Chief Financial Officer certificates for this period (collectively, the "Required Filings") before the January 28, 2026 filing deadline.

The Company and the auditor have noticed a delay in progress of the audit. As such, the Annual Filings were not filed on time.

The Company anticipates that it will be in a position to remedy the default by filing the Required Filings before March 28, 2026. The MCTO will be in effect until the Required Filings are filed.

During this MCTO, all management, officers and directors of the Company will be prohibited from trading in the Company's securities pursuant to the Company's black-out procedures.

The Company intends to satisfy the provision of the alternative information guidelines set out in sections 9 and 10 of NP-12-203 as long as the Required Filings are outstanding.

Contact Information

Ted Carefoot
Chief Executive Officer
QSE - Quantum Secure Encryption Corp
Email: ted@qse.group
Website: www.qse.group

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements that constitute forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements in this news release that are not purely historical statements of fact are forward-looking statements and include statements regarding beliefs, plans, expectations, future, strategy, objectives, goals and targets, and more specifically, the use of proceeds of the Offering. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: "believes", "expects", "aim", "anticipates", "intends", "estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. Forward-looking statements involve known and unknown risks and are based on assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, including, but not limited to, those risks and assumptions described in the Company's latest management discussion and analysis, a copy of which is available under the Company's profile on SEDAR at www.sedarplus.ca. While Scope considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this press release. In addition, forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions, continued satisfaction of Canadian Securities Exchange requirements, product safety and recalls, regulatory compliance and risks associated with the Company's business. Forward-looking statements are made as of the date of this news release and, unless required by applicable law, the Company assumes no obligation to update the forward looking statements or to update the reasons why actual results could differ from those projected in these forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement.

The Canadian Securities Exchange has in no way passed upon the merits of the business of the Company and has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282163

FAQ

What is the management cease trade order for QSEGF announced January 30, 2026?

The MCTO temporarily prohibits the CEO and CFO from trading QSEGF until filings are made. According to the company, the MCTO was granted January 29, 2026 due to delayed audited financial statements and related CEO/CFO certificates.

Can the general public trade QSEGF while the MCTO is in effect?

Yes: public investors who are not insiders can continue trading QSEGF during the MCTO. According to the company, only management insiders are restricted; non‑insider market participants remain free to buy or sell the listed securities.

Why did QSE file for an MCTO under NP 12-203 for QSEGF?

QSE filed for the MCTO because it could not meet the January 28, 2026 filing deadline for annual audited financials. According to the company, an audit progress delay prevented timely filing of the Required Filings for year ended September 30, 2025.

When does QSE expect to lift the MCTO affecting QSEGF insiders?

The company expects to file the Required Filings before March 28, 2026 to lift the MCTO. According to the company, the MCTO will remain until the audited financial statements and CEO/CFO certificates are filed and the order is removed.

How will the MCTO affect insider trading policies and disclosure for QSEGF?

The MCTO enforces a trading blackout for management and directors until filings are complete. According to the company, it will adhere to internal black‑out procedures and comply with sections 9 and 10 of NP 12-203 for alternative disclosure while outstanding.