ITEM 1.01 Entry Into a Material Definitive Agreement.
On February 9, 2023 FlooidCX Corp. (“FLCX”) entered into a non-binding letter of intent with Quantum Energy, Inc. (“QREE”). Under the terms of the letter of intent QREE will merge with and into FLCX with FLCX being the surviving corporation. The shareholders of QREE will receive one share of FLCX for each six (6) shares of QREE that they hold. Under the terms of the letter of intent and the anticipated merger agreement between the parties, the surviving corporation will be renamed Quantum Energy, Inc. and the QREE trading symbol will be requested. The transaction is subject to approval of the shareholders of QREE. In order to close the transaction, the parties have agreed to enter into a definitive merger agreement on terms common to such agreements. In addition, the final closing will be completed following all necessary regulatory approvals.
Certain statements contained in this Current Report on Form 8-K are forward-looking statements and are based on future expectations, plans and prospects for FLCX’s business and operations that involve a number of risks and uncertainties. FLCX’s forward-looking statements in this report are made as of the date hereof, and the Corporation disclaims any duty to supplement, update or revise such statements on a going-forward basis, whether as a result of subsequent developments, changed expectations or otherwise. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Corporation is identifying certain forward-looking information regarding the proposed transaction. Actual events or results may differ materially from those contained in these forward-looking statements. Important factors that could cause further events or results to vary from those addressed in the forward-looking statement include, without limitation, risks and uncertainties arising from the ability of FLCX to successfully complete this Merger; uncertainties relating to the ability to realize the expected benefits of the merger; unanticipated or unfavorable regulatory matters; general economic conditions in the region and industry which FLCX and QREE operate, and other risk factors as discussed in the Corporation’s other filings made by the Corporation from time to time with the United States Securities and Exchange Commission.
QREE Security Details
Share Structure
Market Cap Market Cap
2,802,717,380
02/15/2023
Authorized Shares
495,000,000
02/03/2023
Outstanding Shares
150,682,920
02/03/2023
Restricted
150,610,201
02/03/2023
Unrestricted
72,719
02/03/2023
Held at DTC
71,835
02/03/2023
