Transaction will represent a Fundamental Change of AlphaGen
AlphaGen Intelligence Corp. is pleased to announce that it has entered into a definitive share exchange agreement (the “Agreement”) with Quantum Vision Holdings Inc. (“Quantum Vision”) pursuant to which AlphaGen will acquire all of the issued and outstanding shares of Quantum Vision (the “Transaction”). The Transaction will constitute a “Fundamental Change” of AlphaGen under the policies of the Canadian Securities Exchange (the “CSE”).
Subject to satisfaction or waiver of all conditions precedent to the Transaction, AlphaGen anticipates that the Transaction will be completed no later than July 31, 2026. However, the Company advises that there can be no assurance that the Transaction will be completed on the terms proposed above or at all.
Trading in the common shares of AlphaGen is currently halted in accordance with the policies of the CSE and will remain halted until such time as all required documentation in connection with the Transaction has been filed with and accepted by the CSE and permission to resume trading has been obtained from the CSE.
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Summary of Transaction
Pursuant to the Agreement, AlphaGen will issue an aggregate of 24,500,001 common shares (“AlphaGen Shares”) in exchange for all of the issued and outstanding common shares of Quantum Vision (“Quantum Shares”), representing one AlphaGen Share for each outstanding Quantum Share, at a deemed value of $0.40 per AlphaGen Share.
As the Transaction constitutes a ‘Fundamental Change’ of AlphaGen, approval from AlphaGen’s shareholders will be sought, either by way of written consent (in which case the approval of the holders of 50.01% or more of the AlphaGen Shares will be required) or at a shareholder’s meeting (in which case a the approval of a majority of votes case at such meeting will be required) to be held for that purpose on a future date to be determined. Upon completion of the Transaction, Quantum Vision will become a wholly-owned subsidiary of AlphaGen (as referred to post completion of the Transaction, the “Resulting Issuer”).
No finder’s fees are payable in connection with the Transaction, and no new insiders of the Company are expected to be created as a result of the Transaction.
The Agreement provides that the Transaction is subject to the satisfaction of various conditions that are standard for a transaction of this nature, including, but not limited to, (i) approval from the CSE for the Transaction and the listing of all applicable securities in connection with the Transaction; and (ii) receipt of all requisite corporate, and shareholder consents and approvals.
Proposed Directors and Officers of the Resulting Issuer
It is currently anticipated that all of the current directors of AlphaGen will remain as directors of the Resulting Issuer. In addition, Mr. Kyle Klemmer, CEO of Quantum Vision, will join the Resulting Issuer as CEO and Mr. Mathew Morgan will join the board of directors of the Resulting Issuer.
Kyle Klemmer – Proposed CEO
Kyle Klemmer is an operator with over 16 years of experience across marketing, operations, and venture development, with a focus on emerging technologies including blockchain and digital infrastructure. He is Co-Founder and COO of Quantum Vision Holdings, a company developing post-quantum security solutions aligned with evolving industry standards and long-term government initiatives. In addition, Kyle serves as CIO of Blockstreet, where he supports the development of early-stage blockchain and Web3 projects. His work spans multiple international markets, including Canada, the United States, India, and Australia, and reflects a practical approach to building and supporting technology-driven ventures.
Matthew Morgan – Proposed Director
Matthew Morgan, a Montana-based entrepreneur, has over 16 years of experience building and scaling businesses, including ventures in the regulated cannabis sector that have achieved significant enterprise value. He has been recognized in publications such as Forbes and Entrepreneur for his work in this space. Through his family office, Matthew invests in and supports companies across a range of industries, including energy, emerging technologies, and digital assets. He also serves as an advisor to select projects in the blockchain and decentralized finance sectors, contributing strategic guidance on growth and development.
Information Concerning Quantum Vision
Quantum Vision is a security infrastructure company developing post-quantum security solutions designed to protect long-lived and mission-critical data as cryptographic risk evolves. Quantum Vision is focused on building integrated security architecture that combines hardware-based roots of trust, post-quantum cryptographic capabilities aligned with recently finalized National Institute of Standards and Technology standards (FIPS 203, 204 and 205), and centralized cryptographic lifecycle management.
Quantum Vision’s platform is intended to support the transition toward post-quantum cryptography while integrating with existing enterprise systems. Its solutions are designed for use in environments where data confidentiality and integrity must be maintained over extended periods, including healthcare, government, defense and aerospace, and critical infrastructure sectors.
Quantum Vision is a development-stage company and has not generated any revenues since inception. Quantum Vision has nominal assets consisting primarily of intangible assets and cash, with minimal liabilities. Quantum Vision is currently advancing multiple products toward prototype phase and commercialization, including initial real-time testing of its core technologies. Additional financial and operational disclosure relating to Quantum Vision will be disclosed in the listing statement.
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