Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 29, 2021, TrueNorth Quantum Inc., a Nevada corporation formerly known as United Royale Holdings Corp. (the "Registrant") closed its acquisition of TrueNorth Quantum Inc., ("TNQ" or the "TrueNorth") a corporation existing under the laws of the Province of Alberta, Canada pursuant to the Exchange Agreements, Support Agreement and Trust Agreement disclosed in the Registrant's Current Report filed October 13, 2021, which description is incorporated herein by reference.

As a result of the foregoing, the Registrant directly owns approximately 6.19% of TrueNorth from the acquisition of TrueNorth shares from non-Canadian shareholders on a 1:14 basis with such TrueNorth shareholders receiving 14 newly issued shares of the registrant for every 1 share of TrueNorth exchanged. The remaining interests in TrueNorth are held by ExchangeCo (as defined in the October 13th Current Report). TrueNorth Canadian shareholders received 14 newly issued preferred shares of ExchangeCo ("Exchangeable Shares") for every 1 share of TrueNorth exchanged. The common shares of Exchanco are wholly owned by Callco (as defined in the October 13 Current Report) and Callco is wholly owned by the Registrant. Canadian TrueNorth shareholders now holding Exchangeable Shares may exchange their Exchangeable Shares in ExchangeCo for common shares in the Registrant on a 1:1 basis. The registrant has issued approximately 9,053,338 Common Shares to non-Canadian TrueNorth shareholders. Presuming that all Exchangeable Shares are exchanged for Common Shares of Registrant, registrant shall have issued approximately 155,030,890 Common Shares, before adjustments for any stock splits or forwards, in exchange for its Acquisition of TrueNorth.

Pursuant to the Trust Agreement (as defined in the October 13 Current Report), holders of Exchangeable Shares of ExchangeCo (former TrueNorth Canadian shareholders) have the beneficial right to vote in matters of the Registrant via a Series A Preferred Share of the Registrant, par value $0.0001 per share (the "Super Voting Share"), to be held by TSX Trust Co ("Trustee") in trust until such time as ExchangeCo's Exchangeable Shares shall have been fully exchanged for Common Shares of Registrant ("Common Shares"), at which time the Super Voting Share shall be automatically cancelled. Until such time as the Super Voting Share is cancelled, it will have the number of votes equal to one (1) vote plus the number of Exchangeable Shares outstanding as of any given record date for determining stockholders entitled to vote. Trustee agreed to vote in accordance with instructions it receives from the TrueNorth Shareholders. The Super Voting Share is entitled to vote at all meetings of the stockholders of the Registrant at which the holders of the Registrant's Common Shares are entitled to vote, and with respect to any written consents sought by the Registrant from the holders of such Common Shares. The Super Voting Share is not convertible nor entitled to receive dividends or distributions upon the liquidation or winding up of the Registrant.

Pursuant to the Support Agreement (defined in the October 13 Current Report), the Registrant agreed (i) to place certain limitations on its ability to declare dividends, issue additional securities, reclassify or reorganize its capital stock, and conduct certain transactions outside the ordinary course of business, (ii) to reserve sufficient unissued Common Shares to allow for the exchange of all Exchangeable Shares, and (iii) not to initiate or attempt to cause the voluntary liquidation, dissolution or winding up of ExchangeCo, until such time as there are no more Exchangeable Shares not held by the Registrant or its affiliates outstanding.

As part of the acquisition of TrueNorth, the Registrant has agreed to directly issue to Trustate International Inc. ("Trustate") 14,000,000 Common Shares of Registrant in exchange for the compensation due Trustate for its sale of certain patents to TrueNorth following closing.

It should be noted that the Registrant's Chairman and CEO, Gary Bartholomew, was an officer and director of TrueNorth until he resigned from such positions in February 2021. Further, Mr. Bartholomew's 2,383,334 in TrueNorth were cancelled upon closing of the registrant's acquisition of TrueNorth and he did not receive any additional shares of Registrant as a result of the acquisition.











  2






                            DESCRIPTION OF BUSINESS

Except as otherwise indicated by the context, references in this Report to "we", "us", "our", or the "Company" are to the consolidated business of Registrant and its subsidiaries, including TrueNorth.

Prior Operations of TrueNorth Quantum

TrueNorth Quantum Inc., was incorporated October 10, 2018, in the Province of Alberta, Canada, and on October 30, 2018, acquired 100% of the shares of TrueNorth CX Inc., a corporation under the laws of the Province of Ontario. TrueNorth CX Inc. is now a wholly-owned subsidiary of TrueNorth Quantum Inc.

With the acquisition of TrueNorth CX Inc, TrueNorth acquired the source code for the cryptocurrency exchange and trading platform which will be rewritten to be compatible with the Company's proprietary platform called the Northern Shield adding to the existing capability of the platform.

Current Operations of TrueNorth Quantum

History and Organizational Structure

TrueNorth Quantum Inc. was incorporated October 10, 2018, in the Province of Alberta, Canada, and on October 30, 2018, acquired 100% of the shares of TrueNorth CX Inc., a corporation under the laws of the Province of Ontario. TrueNorth CX Inc. is now a wholly-owned subsidiary of TrueNorth Quantum Inc.





                               [[Image Removed]]
. . .

Item 3.02 Unregistered Sales of Equity Securities.

See the disclosures above in Item 2.01 regarding the issuance by ExchangeCo of Exchange Shares and the issuance by the Company of the Super Voting Share and Common Shares to non-Canadian TrueNorth shareholders. The foregoing securities were issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.01 Change in Control of Registrant

See the disclosures above in Item 2.01 regarding the Exchange. As a result of the Exchange, the TrueNorth Shareholders control approximately 51.73% of the votes of the Company.

Item 5.06 Change in Shell Company's Status

Prior to the Closing Date, the Company was a shell company, other than a business combination related shell company, as that term is defined in Rule 12b-2 under the Exchange Act.

Upon completion of the Exchange, the Company will cease to be a shell company. From and after the Closing Date, the operations of TrueNorth shall be the only operations of the Company

Item 9.01 Financial Statements and Exhibits

Listed below are the financial statements, pro forma financial information and exhibits filed as a part of this report.





EXHIBIT
NO.              DESCRIPTION
2.1                TrueNorth Canadian Exchange Agreement   (3)
2.2                TrueNorth Non-Canadian Exchange Agreement   (3)
3.1(a)             Articles of Incorporation of the Registrant   (1)
3.1(b)             2018 Name Change Amendment   (2)
3.1(c)             2021 Name Change and Series A Share Amendment   (3)
3.2                Bylaws of the Registrant   (2)
3.3                Articles of Incorporation of TrueNorth
9.1                TrueNorth Trust Agreement   (3)
10.1               TrueNorth Support Agreement   (3)
10.2               Incentive Stock Option Plan   (3)
10.3               Deferred Stock Unit Plan   (3)
10.4               TruState Patent Agreement

                 [Any material contracts to be included]
23.1             Consent of Auditor
99.1               Interim Unaudited Financial Statements of TNQ for the nine
                 months ended July 31, 2021 and 2020
99.2               Audited Financial Statements of TNQ for the fiscal year ended
                 October 31, 2020 and 2019
99.3               Proforma Financial statements of TNQ




(1)   Previously filed as an exhibit to the Registrant's Registration Statement on
      Form S-1 (File No. 333-208978) filed with the SEC on January 13, 2016 and
      incorporated herein by reference.
      Previously filed as an exhibit to the Registrant's Current Report on Form
      8-K filed with SEC on February 15, 2018 and incorporated herein by
(2)   reference.
      Previously filed as an exhibit to the Registrant's Current Report on Form
(3)   8-K filed with SEC on October 13, 2021 and incorporated herein by reference.








  24

© Edgar Online, source Glimpses