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Cloud3 Ventures Inc. Announces Execution of a Letter of Intent with QStarLabs Corporation
Toronto, Ontario--(Newsfile Corp. - May 27, 2025) - Cloud3 Ventures Inc. (CSE: CLDV) (OTCQB: CLDVF) (FSE: WQ40) ("Cloud3 Ventures" or the "Company"), is pleased to announce that it has entered into an arm's length non-binding letter of intent with QStarLabs Corporation ("QStar") dated May 26, 2025 (the "LOI"), pursuant to which Cloud3 will acquire all of the issued and outstanding shares of QStar by way of a reverse takeover transaction (the "Transaction"). Upon closing, shareholders of QStar will own 80% of the issued and outstanding shares of the resulting issuer (the "Resulting Issuer"), with 10% held by subscribers of the Concurrent Financing (as defined below), and 10% retained by existing Cloud3 shareholders. The Resulting Issuer will continue the business of QStar as a company listed on the Canadian Securities Exchange (the "CSE").
The Transaction is expected to be completed by way of amalgamation or other similar structure, subject to:
- Completion of a minimum C$7,000,000 concurrent financing (the "Concurrent Financing").
- Execution of a definitive agreement (the "Definitive Agreement").
- Delivery of audited financial statements for both Cloud3 and QStar.
- CSE acceptance and any required shareholder approvals.
- Other customary conditions, including due diligence and the absence of material adverse changes.
It is anticipated that the Definitive Agreement will be executed by July 31, 2025, and the Transaction is expected to be completed as expeditiously as possible. The Company intends to issue a comprehensive news release upon execution of the Definitive Agreement disclosing material terms of the Transaction. As the Transaction is expected to constitute a "Fundamental Change" if completed, pursuant to the policies of the CSE, the Company expects that the CSE will impose a trading halt on the Company's shares following announcement of the executed Definitive Agreement, which will remain in effect until the closing of the Transaction or as otherwise determined by the CSE.
Certain securities issued in connection with the Transaction may be subject to escrow or resale restrictions under CSE policies. Pursuant to the LOI, the parties have agreed to deal exclusively with each other with regard to the Transaction. Upon completion, management and the board of directors of the Resulting Issuer will be comprised of nominees of QStar.
About QStar
QStarLabs is an AI application company specializing in agents for the sports betting, iGaming, and web3 verticals. Founded to bridge the gap between AI research and enterprise applications, QStarLabs partners with gaming operators to drive technical excellence and business results. The company combines proprietary data infrastructure, reinforcement learning algorithms, and applied AI with leading generative AI models to deliver enterprise-grade solutions for operators.
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