Material Agreement (Form 8-K)

Effective June 9, 2025 CQENS Technologies Inc. (the "Company") entered into a manufacturing contract with Montrade S.p.A., ("Montrade") a company based in Bologna, Italy, for Montrade to manufacture and install a module for the automated manufacture of tobacco consumables for the Company's proprietary, patented and patent pending Heat-not-Burn system. The system heats plant-based and/or medicant-infused formulations to produce aerosols for the inhalation of the plant and medicant constituents without combustion or the constituents of combustion, although there are no assurances the Company's products can be commercialized. The Company made an initial payment of approximately $1,017,000 USD and is required to make additional payments of up to approximately $1,765,000 USD for the tobacco module as certain stages are completed. The Company expects this module, designed to manufacture tobacco consumables at 300 per minute, to be completed by the third quarter of 2026. The Company previously contracted with Montrade to deliver an initial 100 per minute module under a purchase agreement dated July 13, 2022, as amended. This module is expected to be completed early in the third quarter of 2025.

The foregoing description of the terms of the agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed as an exhibit to this report.