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. flooidCX Corp. entered into an agreement to acquire Quantum Energy, Inc. on March 23, 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, the holders of Series A Quantum preferred stock shall be entitled to receive one share of Flooid Series A Preferred Stock for each share of Quantum Series A Preferred Stock they own and the holders of Series D Quantum preferred stock shall be entitled to receive one share of Flooid Series E Preferred Stock for each share of Quantum Series D Preferred Stock they own. Quantum shareholders will also receive Series D Preferred shares (?Series D?) convertible at a 10:1 ratio into common stock of the new company. The number of Series D stock shares issued will depend on each shareholder?s original cash investment in Quantum and the trading price of the effective date of the merged company. On that day the Series D will be issued. 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. Also, under the terms of the Merger Agreement, William Hinz will serve as Chairman of the Board of Directors, and Director; Dennis M. Danzik will serve as Executive Chairman, Director and President; Craig Kitchen will serve as Chief Operating Officer and shall remain as a Director; William Westbrook will serve as Chief Financial Officer and will remain as a Director; Douglas Bean will serve as Executive Vice President of Finance and Director; Anthony Ker shall serve as a Director and Dustin Hamby will serve as Executive Vice President ? Operations.

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; approval of Flooid shareholders; approval from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart--Scott--Rodino Act; approval of the board of Quantum; the transaction shall have been approved by all necessary regulatory bodies, including the Securities and Exchange Commission and the Financial Industry Regulatory Authority, 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. Under the Agreement, the transaction may not proceed in the event that holders with more than 20% of the number of outstanding shares of QREE shall dissent from the transaction. The parties shall assemble the definitive Merger Agreement and related documents to expedite the closing by February 22, 2023.

flooidCX Corp. (OTCPK:FLCX) cancelled the acquisition of Quantum Energy, Inc. (OTCPK:QREE) on March 21, 2024. Both FLCX and QREE will continue to operate as separate and distinct entities, each maintaining their respective corporate structures and trading status on the OTC Markets.