Under the agreement, in exchange for certain milestone payments, Reliance will acquire a 51% controlling ownership position in Enquantum through its wholly-owned subsidiary, EZRA International Group, its strategic division for building and scaling high-impact technology companies. Reliance's aggregate purchase price to acquire the 51% fully diluted target ownership is $2,125,000, payable in tranches tied to specified monthly operational and commercialization milestones over an anticipated 10-month period.
The agreement reflects a purchase price of $9.8018 per share and a pre-money valuation of $2,041,667 for Enquantum. At the initial closing, Reliance expects to obtain an initial 8% fully diluted ownership position, including (i) conversion of a previously issued $166,000 secured bridge note into Enquantum ordinary shares representing 4% of Enquantum on a fully diluted basis and (ii) a cash-funded issuance representing an additional 4% fully diluted ownership. Thereafter, subject to Reliance's satisfaction of the applicable milestone criteria and other closing conditions, Enquantum expects to issue additional ordinary shares to Reliance in connection with monthly tranches generally designed to increase Reliance's fully diluted ownership by 4% per month through 48%. The agreement also provides for a final "control top-up" designed to increase Reliance's ownership from 48% to 51% fully diluted, which is expected to be satisfied through issuance of Reliance common stock to Enquantum. Reliance will have the right to appoint a majority of the board of the directors of Enquantum upon the achievement and funding of certain milestones, subject to the terms of the definitive agreement and Enquantum's governing documents

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