Announcement • Feb 16

flooidCX Corp. (OTCPK:FLCX) entered into a non-binding letter of intent to acquire Quantum Energy, Inc. (OTCPK:QREE) for $0.02 million.

flooidCX Corp. (OTCPK:FLCX) entered into a non-binding letter of intent to acquire Quantum Energy, Inc. (OTCPK:QREE) for $0.02 million on February 8, 2023. Under the terms of the letter of intent, Quantum Energy will merge with and into flooidCX Corp. with flooidCX Corp. being the surviving corporation. The shareholders of QREE will receive one share of FLCX for each six (6) shares of QREE that they hold. Following the merger, The surviving corporation will be renamed Quantum Energy, Inc. and the QREE trading symbol will be requested. The business of the new entity will be the business of the current QREE. At the closing, the current Board members of FLCX shall resign their positions and a new Board will be appointed pursuant to the terms of the agreement. The transaction is subject to each party’s due diligence investigation of the other shall have been completed to its satisfaction; the definitive Merger Agreement shall have been prepared and executed by the parties as provided herein; the transaction shall have been approved by all necessary regulatory bodies in order to continue the operation of the business of QREE in accordance with its operations prior to the merger; there shall be no material adverse changes in the business, operations, equity, assets, earnings prospects or financial condition of QREE; QREE shall operate its business in the normal course maintaining its properties, facilities, equipment and other assets in good working order and condition, ordinary wear and tear excepted, maintain the present debt structure and current contracts and not effect any material change in the assets or liabilities of QREE; there shall be no material adverse changes in the business, operations, equity, assets, earnings prospects or financial condition of QREE, QREE will suspend any transfers of restricted stock pending the closing and approval of the shareholders of QREE. The parties shall assemble the definitive Merger Agreement and related documents to expedite the closing by February 22, 2023.

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