Quantum Energy Inc. (OTC: QREE), (“Quantum”), a developer of transformative photonic energy systems for the direct generation and distribution of electrical energy owned by and for use of the consumer, today announced it has executed a letter of intent with FlooidCX Corporation (OTC: FLCX), (“FLCX”) to merge the two companies.

William Hinz, chairman of Quantum, stated: “The combined company’s goal is to change the face of energy delivery. A merger was the logical next step as we move toward commercializing our products. This merger helps accelerate our time to market by bringing together the necessary technologies, people and resources to begin transforming the market for industrial, commercial and residential electrical energy generation and distribution.

“As we begin to monetize this technology in the quarters to come, we are also focused on creating significant value for our shareholders. As such, another key aspect of this merger is simplifying our capital structure, allowing us to continue moving towards our goal of listing on a major national stock exchange and providing a path to liquidity for our existing holders.”

Merger Terms

Upon closing the transaction, existing Quantum shareholders will:

• Exchange 6 shares of existing Quantum common stock for 1 share of FLCX common stock;
• 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.

Post-merger, the combined company will adopt the name Quantum Energy, Inc. and trade on the OTC Markets under the existing ticker, QREE, and have approximately 35 million shares outstanding.

Strategy and Operations

FLCX will contribute the following as part of the merger:

• An initial $18 million in contractual sales;
• Operations located in Hawaii, Michigan and Alberta Canada, which will benefit the shareholders of the merged company.

Quantum will enable the Company to gain immediate entry into the aerospace industry due to strong demand for its products that use exotic metal alloys, including some requiring rare earth metals.

The merger will also enable the Company to sell its energy products directly and in a manner that is royalty-free to the consumer.

Intellectual Property

As part of the transaction, the following intellectual property will be contributed to the combined entity:

FLCX:

• 136 filed and to be filed utility and design patents involving photonic collection systems;
• $14 million in non-amortized intellectual property from FLCX processes related to treating and separating rare earth materials.

Quantum:

• Additional licensed technologies from its operating subsidiary Inductance Energy Corporation;
• An exclusive worldwide licensing agreement from Wyo Tech Investment Group, LLC of Cheyenne, Wyoming.

Technology Background

Photonics is the science of light waves, which delves into light generation and manipulation. In mid-2009, noted research engineer Dennis M. Danzik pioneered a photon and magnetic-based technology. Danzik then partnered with a group of former aerospace and energy product development professionals, headed by retired Allied Signal Aerospace President William Hinz (now Quantum’s Chairman) to prepare this technology for commercialization. Since 2015, this highly focused team invested over $50 million to quietly develop a unique energy system (originally nicknamed the “Earth Engine”) that uses highly efficient photon collection (in a manner similar to solar energy, but from both natural and produced light), that is first stored in a permanent magnet assisted flywheel system called a Photon Engine. The electrical energy is then conditioned and stored in a series of iron-air batteries. The use of permanent magnets to mechanically assist flywheels was long thought to be impossible. The technology is patent-pending and involves an estimated 140 U.S. and foreign patents assigned from Danzik, Quantum, and FLCX. Additional licensed technologies from Quantum operating subsidiary Inductance Energy Corporation, and an exclusive worldwide licensing agreement from Wyo Tech Investment Group, LLC of Cheyenne, Wyoming are also key to this product's success.

The technologies will be on display for anyone to see starting February 21^st at PowerGen 2023 in Orlando, Florida.

About Quantum Energy

Quantum Energy Inc. (OTC: QREE) is a fully distributed energy-focused company. Quantum’s project emphasis is on its developed and commercialized cleantech direct energy systems, which will eliminate the need for the use of aging and inefficient electrical grids and the widespread use of alternating current to direct current inverters, both of which contribute to massive energy losses worldwide.

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