Toronto, Ontario–(Newsfile Corp. – April 9, 2026) – QuantumCore Ltd. (formerly, MGM Resources Corp.) (the “Company“) is pleased to announce that it has successfully completed its previously announced reverse take-over of the Company by QuantumCore Inc. (the “Target“) pursuant to the terms and conditions of a business combination agreement dated January 9, 2026 (the “Transaction“).
The Transaction was effected by way of a three-cornered amalgamation among the Company, the Target and 1001465077 Ontario Inc. (“Subco“), wholly-owned subsidiary of the Company, pursuant to which the Target amalgamated with Subco to form an amalgamated entity named “QuantumCore Inc.”. Immediately prior to and in connection with the Transaction, the Company effected a consolidation (the “Consolidation“) of the outstanding common shares of the Company (the “Common Shares“) on the basis of one post-Consolidation Common Share (a “Resulting Issuer Share“) for every 50.866667 pre-Consolidation Common Shares and changed its name from “MGM Resources Corp.” to “QuantumCore Ltd.” (the “Resulting Issuer“).
In connection with the Transaction, shareholders of the Target received one Resulting Issuer Share for every share of the Target held. In addition, all existing warrants, stock options and restricted share units of the Target were exchanged for similar securities of the Resulting Issuer following completion of the Transaction on a one-for-one basis (post-Consolidation) on substantially similar terms and conditions.
Following closing of the Transaction, the Company has 28,409,973 Resulting Issuer Shares issued and outstanding, of which 999,977 Resulting Issuer Shares resulted from the Consolidation of the pre-Transaction Common Shares held by the shareholders of the Company, and 27,409,996 Resulting Issuer Shares were issued to former shareholders of the Target. In addition, the Company has reserved for issuance (i) an aggregate of 2,112,798 Resulting Issuer Shares issuable upon the exercise of stock options of the Company, (ii) an aggregate of 2,119,798 Resulting Issuer Shares issuable upon the settlement of restricted share units of the Company, (iii) an aggregate of 482,500 Resulting Issuer Shares issuable upon the exercise of broker warrants and corporate finance fee warrants granted to brokers or agents in connection with a financing completed by the Target, and (iv) an aggregate of 5,681,999 Resulting Issuer Shares issuable upon satisfaction of certain warrants of the Company.
Following the Transaction, the leadership team of the Company is as follows:
- Eugene Profis – Chief Executive Officer and Director
- Christopher Wilson – Chief Technology Officer and Director
- Jon Li – Chief Financial Officer
- Matthew McGowan – Director
- Rory McGillis – Director
Further details of the Transaction are contained in the listing statement of the Company dated March 31, 2026 (the “Listing Statement“) which was prepared in accordance with the requirements of the Canadian Securities Exchange (“CSE“) and filed under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.
The Company expects to commence trading of the Resulting Issuer Shares on the CSE under the ticker symbol “QNCR” on or about April 14, 2026.
Early Warning Report
Eugene Profis
Pursuant to the Transaction, Eugene Profis acquired ownership of 3,920,000 Resulting Issuer Shares, representing approximately 13.80% of the total issued and outstanding Resulting Issuer Shares on a non-diluted basis, together with 1,789,830 common share purchase warrants (“Warrants“) exercisable to acquire 1,789,830 Resulting Issuer Shares, 1,136,399 stock options (“Stock Options“) exercisable to acquire 1,136,399 Resulting Issuer Shares and 1,136,399 restricted share units (“RSUs“) that vest into 1,136,399 Resulting Issuer Shares representing approximately 24.58% of the issued and outstanding Resulting Issuer Shares on a partially diluted basis. Of the total securities of the Company beneficially owned by Mr. Profis, all such securities were issued in exchange for shares of the Target pursuant to the Transaction.
Mr. Profis may, from time to time, take such actions in respect of his holdings of Resulting Issuer Shares as he may deem appropriate in light of the circumstances then existing, including the purchase of additional Resulting Issuer Shares or other securities of the Company or the disposition of all or a portion of his shareholding in the Company, subject in each case to applicable securities laws and the terms of such securities.
Mr. Profis will file an early warning report under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103“) in connection with the closing of the Transaction. A copy of the early warning report will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca or by contacting Mr. Profis at 416-648-4223.
Christopher Wilson
Pursuant to the Transaction, Christopher Wilson acquired ownership of 5,680,000 Resulting Issuer Shares, representing approximately 19.99% of the total issued and outstanding Resulting Issuer Shares on a non-diluted basis, together with 1,846,649 Warrants exercisable to acquire 1,846,649 Resulting Issuer Shares, 816,399 Stock Options exercisable to acquire 816,399 Resulting Issuer Shares and 816,399 RSUs that vest into 816,399 Resulting Issuer Shares representing approximately 28.72% of the issued and outstanding Resulting Issuer Shares on a partially diluted basis. Of the total securities of the Company beneficially owned by Mr. Wilson, all such securities were issued in exchange for shares of the Target pursuant to the Transaction.
Christopher Wilson may, from time to time, take such actions in respect of his holdings of Resulting Issuer Shares as he may deem appropriate in light of the circumstances then existing, including the purchase of additional Resulting Issuer Shares or other securities of the Company or the disposition of all or a portion of his shareholding in the Company, subject in each case to applicable securities laws and the terms of such securities.
Christopher Wilson will file an early warning report under NI 62-103 in connection with the closing of the Transaction. A copy of the early warning report will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca or by contacting Eugene Profis at 416-648-4223. The Company’s head office is located at 365 Bay St., Suite 800, Toronto, Ontario M5H 2V1.
Greg Wilson
In connection with the closing of Transaction, Greg Wilson experienced a reduction in his beneficial ownership interest in the Resulting Issuer Shares solely as a result of the issuance of Resulting Issuer Shares to former Target securityholders pursuant to the Transaction (and the related Consolidation). Mr. Wilson did not acquire or dispose of any securities in connection with the closing of the Transaction.
Immediately prior to the Transaction, Greg Wilson beneficially owned 8,402,667 Common Shares of the Company, representing approximately 16.5% of the 50,866,667 issued and outstanding Common Shares at that time.
Following completion of the Transaction, Greg Wilson beneficially owns approximately 165,190 Resulting Issuer Shares, representing approximately 0.58% of the issued and outstanding Resulting Issuer Shares on a non-diluted basis.
Greg Wilson may, from time to time, take such actions in respect of his holdings of Resulting Issuer Shares as he may deem appropriate in light of the circumstances then existing, including the purchase of additional Resulting Issuer Shares or other securities of the Company or the disposition of all or a portion of his shareholdings in the Company, subject in each case to applicable securities laws. Without limiting the generality of the foregoing, Greg Wilson has been considering a private disposition of up to 100,000 Resulting Issuer Shares following completion of the Transaction.
Greg Wilson will file an early warning report under National Instrument 62-103 in connection with the closing of the Transaction. A copy of the early warning report will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca or may be obtained by contacting Grant Duthie at 416-869-1234.
PowerOne Capital Corp.
PowerOne Capital Corp. (“PowerOne“) announces that, in connection with the closing of the Transaction, PowerOne has acquired and now beneficially owns, or exercises control or direction over, Resulting Issuer securities as a result of (i) the Consolidation of the Company’s Common Shares and (ii) the exchange of Target shares for Resulting Issuer Shares pursuant to the Transaction.
PowerOne, a corporation with a head office in Toronto, is a joint actor of Pat DiCapo for purposes of early warning disclosure.
Following completion of the Transaction, PowerOne, together with its joint actors, beneficially owns, or exercises control or direction over, in the aggregate, 2,253,163 Resulting Issuer Shares, representing approximately 7.93% of the issued and outstanding Resulting Issuer Shares on a non-diluted basis. Immediately prior to completion of the Transaction, PowerOne and its joint actors beneficially owned, or exercised control or direction over, securities of MGM Resources Corp. representing greater than 10% of the outstanding Common Shares, and as a result of the Transaction their collective beneficial ownership decreased to below 10% of the outstanding Resulting Issuer Shares, thereby triggering the early warning reporting requirement.
In addition, PowerOne, together with its joint actors, holds an aggregate of 627,268 Warrants. Assuming the exercise of such Warrants only, PowerOne and its joint actors would beneficially own, or exercise control or direction over, approximately 9.92% of the issued and outstanding Resulting Issuer Shares on a partially-diluted basis.
The securities of the Resulting Issuer were acquired for investment purposes. PowerOne and its joint actors may, depending on market and other conditions, increase or decrease their beneficial ownership of, or control or direction over, securities of the Resulting Issuer, subject in each case to applicable securities laws. Without limiting the generality of the foregoing, PowerOne and its joint actors have been considering the acquisition of additional securities of the Resulting Issuer following completion of the Transaction through private agreements with the Resulting Issuer’s securityholders, subject to applicable securities laws and any required regulatory approvals. As of the date hereof, no definitive agreement with respect to any such acquisition has been entered into.
An early warning report will be electronically filed and will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca. A copy of the early warning report will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca or may be obtained by contacting Grant Duthie at 416-869-1234.
Change of Auditor
In connection with the Transaction, TZR LLP, Chartered Professional Accountants will resign as auditor of the Company and MNP LLP, Chartered Professional Accountants, auditor of the Target, will be appointed as auditor of the Company. In the opinion of the Company, no “reportable event” (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102“)) has occurred. The Company is relying on section 4.11(3)(a) of NI 51-102 for an exemption from the change of auditor requirements within section 4.11 of NI 51-102.
About QuantumCore Ltd.
QuantumCore is focused on becoming a dedicated hardware partner to the global quantum computing industry, designing and building advanced microchip sets engineered for cryogenic and superconducting environments. With quantum computing roadmaps accelerating and the world’s leading quantum companies facing critical bottlenecks in signal fidelity, noise reduction, and ultra-low-temperature control, QuantumCore will provide the enabling “picks-and-shovels” hardware required to unlock the next stage of scalable quantum systems. Its specialized cryogenic signal-processing chips are designed to improve qubit performance, enhance readout accuracy, and reduce thermal interference, allowing quantum hardware manufacturers to move faster, reach higher qubit counts, and achieve more stable, commercially viable quantum computers. As a purpose-built engineering partner, QuantumCore will support the industry’s transition from laboratory prototypes to real-world quantum machines.
This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Investors are cautioned that, except as disclosed in the Listing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
Cautionary Note Regarding Forward-Looking Information
This news release contains “forward-looking information” within the meaning of applicable securities laws including, but not limited to, statements about the Company’s strategies, expectations, planned operations or future actions; the listing of the Resulting Issuer Shares on the CSE; and statements with respect to future intentions of Mr. Eugene Profis, Mr. Greg Wilson, and Mr. Christopher Wilson. Often, but not always, these forward-looking information can be identified by the use of words such as “estimated”, “potential”, “open”, “future”, “assumed”, “projected”, “used”, “detailed”, “has been”, “gain”, “planned”, “reflecting”, “will”, “containing”, “remaining”, “to be”, or statements that events, “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. 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 are 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.
Not for distribution to United States newswire services or for dissemination in the United States.
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