QBIT Quantum Exponential Group plc

2 October 2024

Quantum Exponential Group plc

(the 'Company' or 'Quantum Exponential')

Termination of Discussions with Proposed Investors and Company Update

Quantum Exponential Group plc (AQUIS: QBIT), a company focused on investing in quantum technology, announces the following update.

Termination of discussions with proposed investors

On 26 February 2024, the Company announced the convening of a General Meeting ("GM") to be held on 15 March 2024 for shareholders to, inter alia, approve the cancellation of the admission of its shares to trading on the AQSE Growth Market ("Cancellation"), in accordance with the AQSE Growth Market Access Rules.  

Shortly before the date of the GM, the Directors were approached by Afaafa Limited ("Afaafa"), a Guernsey registered company, on behalf of a potential investor group ("the Investors") interested in making a substantial investment in the Company, subject to Cancellation not proceeding.  The Directors immediately entered into a dialogue with the Investors to assess the merits of the proposal and took steps to conclude the proposed investment. Accordingly, the GM was adjourned on several occasions while these talks continued.

On 8 August 2024, the Company announced that the Investors had provided it with a letter confirming a minimum equity investment of £1m at a price of 1p per share, subject to the completion of subscription documentation ("Documentation"), along with an agreement with Afaafa to pay the Company the sum of £100,000 in respect of costs incurred since Cancellation was first announced.

As at 5 September 2024, despite the Company preparing the Documentation, it had been not been entered into by the Investors. However, the Company was assured by Afaafa that they remained fully confident that the investment would be forthcoming. The Directors therefore agreed that it was in the interests of shareholders to further adjourn the GM to enable the Documentation to be entered into.  

Unfortunately, as at today, the Documentation has still not been signed and so the proposed equity investment indicated by Afaafa has not been finalised.  After careful consideration and significant time given to Afaafa and the investors it represents, the Directors have concluded the continued uncertainty and lack of definitive progress is not in the best interests of the Company and its shareholders and have therefore terminated these discussions with immediate effect. 

In addition, the Directors are also disappointed to report that, despite a legally binding agreement with Afaafa to pay the sum of £100,000 to the Company in respect of the costs incurred by the Company in pursing the proposed investment, payment has not been made by Afaafa to the Company. As a result, the Company has incurred costs which have not been reimbursed as agreed with Afaafa. Accordingly, the Directors are considering all appropriate options to recover such losses, which may include commencing legal proceedings against Afaafa to recover the amounts due to the Company.

General Meeting

Consequently, the GM reconvened for 10:00am on 3 October 2024 at the offices of Fladgate LLP, 16 Great Queen Street, London, WC2B 5DG United Kingdom will take place to consider, inter alia, Cancellation.

Ian Pearson, Chairman commented: "The Board are obviously disappointed that after over six months these discussions have not ended as anticipated.  We entered into and continued a dialogue with the Investors in good faith, believing their proposals could provide a better outcome for shareholders than proceeding with the plans for Cancellation and that together the Board and the Investors would deliver an exciting future for Quantum Exponential.

As we set out in the announcement of 26 February 2024, the Board had previously concluded that a larger pool of capital may be available to Quantum Exponential as an unlisted company and hence the original decision to seek Cancellation.  Whilst there can be no guarantee of such future funding, the Board believes that in the circumstances Cancellation remains in the best interests of the Company and its shareholders."

Steve Metcalfe, Chief Executive Officer, commented: "As one of the leading players in the quantum technology investment landscape, Quantum Exponential has the ability to act as an accelerator and conduit between academia, companies, and government. We have a balanced portfolio of 7 initial investments across the various verticals of quantum technology that, with the help of our team, we believe will deliver significant investment returns over time, and we have a strong pipeline of new opportunities we are pursuing.

The macro environment for quantum technology investment is proving to be extremely positive, as proven by out invested portfolio companies. The board are very excited for the prospects of our invested portfolio companies.

While we are disappointed that the proposed investment has not been forthcoming as it would have provided the Company with the capital it requires from the public markets to progress with its next stage of investments, we feel that we there is a significant opportunity for QE to raising funding as a private company and therefore generate long term shareholder value. ".

This announcement contains information that, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).

The Directors take responsibility for this announcement.

**ENDS**

For more information, visit the Company's website: www.quantumexp.co.uk or contact:

About Quantum Exponential Group plc 

Quantum Exponential is a first of its kind, AQSE Growth Market Enterprise Company, focused on opportunities in quantum technology and the wider quantum computing sector, with an advisory board made up of industry advisors, entrepreneurs, and technology investment professionals with broad access to quantum opportunities and markets. Quantum Exponential's investment strategy is to assemble a portfolio of minority investments in early-stage global quantum technology companies, primarily in NATO allied countries, offering institutional and private investors access to revolutionising technologies and industries in the realms of artificial intelligence, manufacturing and healthcare. 

Quantum Exponential trades on Aquis Growth Market under the ticker symbol "QBIT".