MGM RESOURCES ANNOUNCES LETTER OF INTENT WITH QUANTUMCORE IN RESPECT OF REVERSE TAKEOVER TRANSACTION
TORONTO, CANADA, December 2, 2025 /EINPresswire.com/ -- MGM Resources Corp. (the “Company”) is pleased to announce that it has entered into a non-binding letter of intent dated November 25, 2025 (the “LOI”) with QuantumCore Inc. (“QuantumCore”), an arm’s length third party, in respect of a proposed business combination that would result in the reverse take-over of the Company by QuantumCore (the “Proposed Transaction”).
The LOI
Under the terms of the LOI, it is currently anticipated that the Proposed Transaction will be effected by way of a three-cornered amalgamation. Upon completion of the Proposed Transaction, the current business of QuantumCore will become the business of the Company (as it exists following the completion of the Proposed Transaction, the “Resulting Issuer”).
Prior to completion of the Proposed Transaction (the “Closing”), it is a condition to the completion of the Proposed Transaction that: (i) the common shares of the Company (“Company Shares”) will be consolidated (the “Consolidation”) such that the Company’s shareholders receive, in aggregate, that number of post-Consolidation Company Shares (“Resulting Issuer Shares”) that results in such shareholders holding a number of Resulting Issuer Shares that when multiplied by the Issue Price of the Financing (as defined below) equals $1,000,000 plus available cash (excluding cash equivalents and marketable securities) less the aggregate liabilities of the Company at closing of the Proposed Transaction (excluding any liabilities incurred in connection with the Proposed Transaction); and (ii) the shareholders of QuantumCore (inclusive of purchasers in the Financing) receive Resulting Issuer Shares on a one-for-one basis in exchange for their common shares in the capital of QuantumCore (“QuantumCore Shares”) that are issued and outstanding.
The LOI includes a number of conditions to Closing, including but not limited to (a) the Company and QuantumCore entering into a definitive agreement in respect of the Proposed Transaction (the “Definitive Agreement”); (b) the reconstitution of the Company’s board of directors and management such that they are comprised of QuantumCore’s nominees; (c) a change in the Company’s name to a name requested by QuantumCore (the “Name Change”); (d) receipt by each of the Company and QuantumCore of all necessary board, shareholder, and court approvals necessary or desirable in connection with the Proposed Transaction and the Financing, including, without limitation, approval of the Name Change, the election of new directors to the board of the Company, and the Proposed Transaction (if required); and (e) the completion of the Financing. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Financing
QuantumCore has also entered into an engagement letter dated November 27, 2025 (the “Engagement Letter”) with Canaccord Genuity Corp. (the “Lead Agent”) and PowerOne Capital Markets Limited (“PowerOne”; together with the Lead Agent, the “Agents”) in respect of a brokered private placement offering (the “Financing”) of QuantumCore Shares on their own behalf and, if applicable, on behalf of a syndicate of agents on a “best efforts” basis at a price of $1.00 per QuantumCore Share (the “Issue Price”) and for gross proceeds of up to $5,000,000 consisting of up to 5,000,000 QuantumCore Shares. In the event the Proposed Transaction is not completed and the Resulting Issuer Shares are not listed on the Canadian Securities Exchange, or such other stock exchange as determined by QuantumCore, on or prior to the date that is four months following the closing of the Financing, each purchaser of QuantumCore Shares pursuant to the Financing will be entitled to receive from QuantumCore, for no additional consideration, 0.10 additional QuantumCore Shares for each QuantumCore Share purchased by such purchaser under the Financing.
Under the Engagement Letter, the Agents were granted an option (the “Agents’ Option”) to place up to an additional 15% of the QuantumCore Shares, exercisable in whole or in part, any time up to the closing date of the Financing. The Agents are under no obligation whatsoever to exercise the Agents’ Option in whole or in part.
In connection with the Financing, QuantumCore has agreed to (i) pay to the Agents a cash commission of 5% of the gross proceeds raised in the Financing; and (ii) issue to the Agents such number of QuantumCore Share purchase warrants (the “Agents’ Warrants”) as is equal to 5% of the number of QuantumCore Shares sold under the Financing. Each Agents’ Warrant entitles the holder thereof to acquire one QuantumCore Share at the Issue Price for a period of 24 months following the closing date of the Financing. In addition, QuantumCore has agreed to pay to the Agents a corporate finance fee payable in cash equal to 2% of the gross proceeds raised in the Financing and issue to the Agents such number of QuantumCore Share purchase warrants as is equal to 2% of the aggregate number of QuantumCore Shares sold under the Financing (the “Corporate Finance Fee Warrants”). Each Corporate Finance Fee Warrant will entitle the holder to acquire one QuantumCore Share at the Issue Price for a period of 24 months following the closing of the Offering.
The net proceeds received from the sale of the QuantumCore Shares will be used to fund growth opportunities, capital expenditures and for general corporate purposes.
The QuantumCore Shares will be offered for sale by way of private placement in (i) all provinces of Canada other than Quebec pursuant to available exemptions from the prospectus requirements of those provinces, (ii) the United States pursuant to available exemptions from U.S. registration requirements and (iii) such offshore jurisdictions as may be agreed to by QuantumCore and the Agents pursuant to available exemptions from the prospectus or registration requirements in accordance with applicable laws.
The QuantumCore Shares will not be a qualified investment under the Income Tax Act (Canada) for registered accounts. The Resulting Issuer Shares issued in exchange for the QuantumCore Shares upon completion of the Proposed Transaction will be qualified investment under the Income Tax Act (Canada) for registered accounts at any particular time provided that, at such time: (i) the Resulting Issuer Shares are listed on a “designated stock exchange” within the meaning of the Income Tax Act (Canada), or (ii) the Resulting Issuer is a “public corporation” for purposes of the Income Tax Act (Canada).
In connection with the Financing and in accordance with National Instrument 33-105 – Underwriting Conflicts (“NI 33-105”), PowerOne is a “related issuer”, “influential securityholder” and may be considered a “connected issuer” of the Company, and accordingly, PowerOne may also be considered a “connected issuer” of QuantumCore (as such terms are defined in NI 33-105). The Company is a “related issuer” and may also be considered a “connected issuer” of PowerOne due to certain officers, directors and employees of PowerOne owning, controlling or directing greater than 20% of the Company Shares, which creates an inherent conflict of interest. QuantumCore may also be considered a “connected issuer” of PowerOne due to the Company being a “related issuer” of PowerOne, which creates an inherent conflict of interest. The terms of the Financing were set by QuantumCore having regard to the market conditions and the prospects of QuantumCore. The proceeds of the Financing will not be applied for the benefit of PowerOne or its officers, directors and employees, except insofar as PowerOne may receive cash commissions and broker warrants as consideration under the Financing.
Management of the Resulting Issuer
Subject to applicable shareholder and regulatory approval, upon completion of the Proposed Transaction, all of the Company’s current directors and officers will resign and will be replaced by the nominees of QuantumCore. The complete details of the Resulting Issuer’s board of directors and officers will be disclosed in a future news release.
Further Information
The Company and QuantumCore will provide further details in respect of the Proposed Transaction in due course by way of news release. The Company will also make available by way of future news releases, all information, including financial information, as required by applicable regulatory authorities. Investors are cautioned that any information in this news release with respect to the Proposed Transaction may not be complete and should not be relied upon.
About MGM Resources Corp.
The Company was incorporated under the Business Corporations Act (Alberta) on February 23, 2012. The Company is a reporting issuer under the laws of the provinces of British Columbia and Alberta but does not trade on a stock exchange. The principal business of the Company is to investigate and to evaluate business opportunities to either acquire or in which to participate.
About QuantumCore Inc.
QuantumCore is 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 provides 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 supports the industry’s transition from laboratory prototypes to real-world quantum machines.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the 1933 Act or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Cautionary Statements Regarding Forward-Looking Information
Certain information in this news release constitutes “forward-looking information” under applicable securities laws. “Forward-looking information” is defined as disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action and includes future-oriented financial information with respect to prospective financial performance, financial position or cash flows that is presented as a forecast or a projection. Forward-looking statements are often but not always, identified by the use of such terms as “may”, “might”, “will”, “will likely result”, “would”, “should”, “estimate”, “plan”, “project”, “forecast”, “intend”, “expect”, “anticipate”, “believe”, “seek”, “continue”, “target” or the negative and/or inverse of such terms or other similar expressions.
Forward-looking information in this news release includes, but is not limited to, statements relating to: the intentions of the Company and QuantumCore to complete the Proposed Transaction and the Financing; the terms of the Proposed Transaction and the Financing; and the potential effects of the Proposed Transaction.
Forward-looking information in this news release is based on certain assumptions and expected future events, namely: the ability of the Company and QuantumCore to complete the Proposed Transaction; the ability of QuantumCore to complete the Financing; the ability of the Company and QuantumCore to obtain the respective shareholder and/or director approvals for the Proposed Transaction, the Financing and related matters; and the ability of the Company and QuantumCore to comply with the conditions of the Definitive Agreement governing the Proposed Transaction, including receipt of conditional approval for the listing of the Resulting Issuer Shares on a Canadian stock exchange.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: the ability of the Company and QuantumCore to consummate the Financing; the timing of the closing of the Proposed Transaction, including the risks that the conditions to the Proposed Transaction, as outlined herein, would not be satisfied within the expected timeframe or at all, or that the closing of the Financing, or the Proposed Transaction, will not occur or whether any such event will enhance shareholder value; the non-approval of the board of directors and/or shareholders of the Company and QuantumCore of the Proposed Transaction and/or Financing; the ability of each of the Company and QuantumCore to continue as a going concern; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of the Company and QuantumCore, as applicable; and other risks, uncertainties and factors. These forward-looking statements speak only as of the date hereof and the Company disclaims any obligations to update these statements, except as may be required by law.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
For more information, please contact:
QuantumCore Inc.
Eugene Profis, Chief Executive Officer
Telephone: 416-994-8266
Email: eprofis@qncor.ca
MGM Resources Corp.
Jerry Wang, Chief Executive Officer, Chief Financial Officer, and Director
Telephone: 416-301-3036
Email: jwang@poweronecapital.com
The LOI
Under the terms of the LOI, it is currently anticipated that the Proposed Transaction will be effected by way of a three-cornered amalgamation. Upon completion of the Proposed Transaction, the current business of QuantumCore will become the business of the Company (as it exists following the completion of the Proposed Transaction, the “Resulting Issuer”).
Prior to completion of the Proposed Transaction (the “Closing”), it is a condition to the completion of the Proposed Transaction that: (i) the common shares of the Company (“Company Shares”) will be consolidated (the “Consolidation”) such that the Company’s shareholders receive, in aggregate, that number of post-Consolidation Company Shares (“Resulting Issuer Shares”) that results in such shareholders holding a number of Resulting Issuer Shares that when multiplied by the Issue Price of the Financing (as defined below) equals $1,000,000 plus available cash (excluding cash equivalents and marketable securities) less the aggregate liabilities of the Company at closing of the Proposed Transaction (excluding any liabilities incurred in connection with the Proposed Transaction); and (ii) the shareholders of QuantumCore (inclusive of purchasers in the Financing) receive Resulting Issuer Shares on a one-for-one basis in exchange for their common shares in the capital of QuantumCore (“QuantumCore Shares”) that are issued and outstanding.
The LOI includes a number of conditions to Closing, including but not limited to (a) the Company and QuantumCore entering into a definitive agreement in respect of the Proposed Transaction (the “Definitive Agreement”); (b) the reconstitution of the Company’s board of directors and management such that they are comprised of QuantumCore’s nominees; (c) a change in the Company’s name to a name requested by QuantumCore (the “Name Change”); (d) receipt by each of the Company and QuantumCore of all necessary board, shareholder, and court approvals necessary or desirable in connection with the Proposed Transaction and the Financing, including, without limitation, approval of the Name Change, the election of new directors to the board of the Company, and the Proposed Transaction (if required); and (e) the completion of the Financing. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Financing
QuantumCore has also entered into an engagement letter dated November 27, 2025 (the “Engagement Letter”) with Canaccord Genuity Corp. (the “Lead Agent”) and PowerOne Capital Markets Limited (“PowerOne”; together with the Lead Agent, the “Agents”) in respect of a brokered private placement offering (the “Financing”) of QuantumCore Shares on their own behalf and, if applicable, on behalf of a syndicate of agents on a “best efforts” basis at a price of $1.00 per QuantumCore Share (the “Issue Price”) and for gross proceeds of up to $5,000,000 consisting of up to 5,000,000 QuantumCore Shares. In the event the Proposed Transaction is not completed and the Resulting Issuer Shares are not listed on the Canadian Securities Exchange, or such other stock exchange as determined by QuantumCore, on or prior to the date that is four months following the closing of the Financing, each purchaser of QuantumCore Shares pursuant to the Financing will be entitled to receive from QuantumCore, for no additional consideration, 0.10 additional QuantumCore Shares for each QuantumCore Share purchased by such purchaser under the Financing.
Under the Engagement Letter, the Agents were granted an option (the “Agents’ Option”) to place up to an additional 15% of the QuantumCore Shares, exercisable in whole or in part, any time up to the closing date of the Financing. The Agents are under no obligation whatsoever to exercise the Agents’ Option in whole or in part.
In connection with the Financing, QuantumCore has agreed to (i) pay to the Agents a cash commission of 5% of the gross proceeds raised in the Financing; and (ii) issue to the Agents such number of QuantumCore Share purchase warrants (the “Agents’ Warrants”) as is equal to 5% of the number of QuantumCore Shares sold under the Financing. Each Agents’ Warrant entitles the holder thereof to acquire one QuantumCore Share at the Issue Price for a period of 24 months following the closing date of the Financing. In addition, QuantumCore has agreed to pay to the Agents a corporate finance fee payable in cash equal to 2% of the gross proceeds raised in the Financing and issue to the Agents such number of QuantumCore Share purchase warrants as is equal to 2% of the aggregate number of QuantumCore Shares sold under the Financing (the “Corporate Finance Fee Warrants”). Each Corporate Finance Fee Warrant will entitle the holder to acquire one QuantumCore Share at the Issue Price for a period of 24 months following the closing of the Offering.
The net proceeds received from the sale of the QuantumCore Shares will be used to fund growth opportunities, capital expenditures and for general corporate purposes.
The QuantumCore Shares will be offered for sale by way of private placement in (i) all provinces of Canada other than Quebec pursuant to available exemptions from the prospectus requirements of those provinces, (ii) the United States pursuant to available exemptions from U.S. registration requirements and (iii) such offshore jurisdictions as may be agreed to by QuantumCore and the Agents pursuant to available exemptions from the prospectus or registration requirements in accordance with applicable laws.
The QuantumCore Shares will not be a qualified investment under the Income Tax Act (Canada) for registered accounts. The Resulting Issuer Shares issued in exchange for the QuantumCore Shares upon completion of the Proposed Transaction will be qualified investment under the Income Tax Act (Canada) for registered accounts at any particular time provided that, at such time: (i) the Resulting Issuer Shares are listed on a “designated stock exchange” within the meaning of the Income Tax Act (Canada), or (ii) the Resulting Issuer is a “public corporation” for purposes of the Income Tax Act (Canada).
In connection with the Financing and in accordance with National Instrument 33-105 – Underwriting Conflicts (“NI 33-105”), PowerOne is a “related issuer”, “influential securityholder” and may be considered a “connected issuer” of the Company, and accordingly, PowerOne may also be considered a “connected issuer” of QuantumCore (as such terms are defined in NI 33-105). The Company is a “related issuer” and may also be considered a “connected issuer” of PowerOne due to certain officers, directors and employees of PowerOne owning, controlling or directing greater than 20% of the Company Shares, which creates an inherent conflict of interest. QuantumCore may also be considered a “connected issuer” of PowerOne due to the Company being a “related issuer” of PowerOne, which creates an inherent conflict of interest. The terms of the Financing were set by QuantumCore having regard to the market conditions and the prospects of QuantumCore. The proceeds of the Financing will not be applied for the benefit of PowerOne or its officers, directors and employees, except insofar as PowerOne may receive cash commissions and broker warrants as consideration under the Financing.
Management of the Resulting Issuer
Subject to applicable shareholder and regulatory approval, upon completion of the Proposed Transaction, all of the Company’s current directors and officers will resign and will be replaced by the nominees of QuantumCore. The complete details of the Resulting Issuer’s board of directors and officers will be disclosed in a future news release.
Further Information
The Company and QuantumCore will provide further details in respect of the Proposed Transaction in due course by way of news release. The Company will also make available by way of future news releases, all information, including financial information, as required by applicable regulatory authorities. Investors are cautioned that any information in this news release with respect to the Proposed Transaction may not be complete and should not be relied upon.
About MGM Resources Corp.
The Company was incorporated under the Business Corporations Act (Alberta) on February 23, 2012. The Company is a reporting issuer under the laws of the provinces of British Columbia and Alberta but does not trade on a stock exchange. The principal business of the Company is to investigate and to evaluate business opportunities to either acquire or in which to participate.
About QuantumCore Inc.
QuantumCore is 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 provides 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 supports the industry’s transition from laboratory prototypes to real-world quantum machines.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the 1933 Act or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Cautionary Statements Regarding Forward-Looking Information
Certain information in this news release constitutes “forward-looking information” under applicable securities laws. “Forward-looking information” is defined as disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action and includes future-oriented financial information with respect to prospective financial performance, financial position or cash flows that is presented as a forecast or a projection. Forward-looking statements are often but not always, identified by the use of such terms as “may”, “might”, “will”, “will likely result”, “would”, “should”, “estimate”, “plan”, “project”, “forecast”, “intend”, “expect”, “anticipate”, “believe”, “seek”, “continue”, “target” or the negative and/or inverse of such terms or other similar expressions.
Forward-looking information in this news release includes, but is not limited to, statements relating to: the intentions of the Company and QuantumCore to complete the Proposed Transaction and the Financing; the terms of the Proposed Transaction and the Financing; and the potential effects of the Proposed Transaction.
Forward-looking information in this news release is based on certain assumptions and expected future events, namely: the ability of the Company and QuantumCore to complete the Proposed Transaction; the ability of QuantumCore to complete the Financing; the ability of the Company and QuantumCore to obtain the respective shareholder and/or director approvals for the Proposed Transaction, the Financing and related matters; and the ability of the Company and QuantumCore to comply with the conditions of the Definitive Agreement governing the Proposed Transaction, including receipt of conditional approval for the listing of the Resulting Issuer Shares on a Canadian stock exchange.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: the ability of the Company and QuantumCore to consummate the Financing; the timing of the closing of the Proposed Transaction, including the risks that the conditions to the Proposed Transaction, as outlined herein, would not be satisfied within the expected timeframe or at all, or that the closing of the Financing, or the Proposed Transaction, will not occur or whether any such event will enhance shareholder value; the non-approval of the board of directors and/or shareholders of the Company and QuantumCore of the Proposed Transaction and/or Financing; the ability of each of the Company and QuantumCore to continue as a going concern; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of the Company and QuantumCore, as applicable; and other risks, uncertainties and factors. These forward-looking statements speak only as of the date hereof and the Company disclaims any obligations to update these statements, except as may be required by law.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
For more information, please contact:
QuantumCore Inc.
Eugene Profis, Chief Executive Officer
Telephone: 416-994-8266
Email: eprofis@qncor.ca
MGM Resources Corp.
Jerry Wang, Chief Executive Officer, Chief Financial Officer, and Director
Telephone: 416-301-3036
Email: jwang@poweronecapital.com
Jerry Wang
MGM Resources Corp.
+1 416-301-3036
email us here
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