Mr. Nick Kuzyk reports

DIGICANN VENTURES ANNOUNCES PROPOSED REVERSE TAKEOVER TRANSACTION WITH WINNING ASIA TECHNOLOGY MACAU LIMITED

Digicann Ventures Inc. has entered into a non-binding letter of intent dated May 29, 2026, with Winning Asia Technology Macau Ltd., a private technology company governed under the laws of Macau SAR, pursuant to which the parties intend to complete a business combination transaction.

The transaction is expected to constitute a reverse takeover of Digicann under the policies of the Canadian Securities Exchange. Upon completion of the transaction, it is anticipated that the resulting issuer will continue the business of WAT and seek to remain listed on the CSE, subject to satisfaction of all applicable listing requirements and receipt of all necessary regulatory approvals.

Pursuant to the LOI, the transaction is expected to be completed by way of a share exchange or similar form of transaction, resulting in WAT becoming a wholly owned subsidiary of Digicann or otherwise combining its corporate existence with that of Digicann. The final structure of the transaction remains subject to tax, corporate, securities law and regulatory considerations.

In connection with the proposed transaction, Digicann is expected to complete a consolidation of its common shares on the basis of approximately 25 preconsolidation common shares for one postconsolidation common share, subject to shareholder and regulatory approval.

The LOI contemplates that, immediately prior to closing of the transaction, Digicann will complete settlements of certain outstanding liabilities, including the conversion of approximately $1-million principal amount of outstanding convertible debentures and accrued interest into resulting issuer shares, together with settlements of certain accounts payable and accrued obligations through the issuance of resulting issuer shares, subject to applicable approvals.

The LOI further contemplates that WAT shareholders will own approximately 72 per cent of the issued and outstanding shares of the resulting issuer immediately following completion of the transaction and prior to any concurrent financing that may be required by the CSE.

Completion of the transaction remains subject to a number of conditions, including but not limited to, completion of satisfactory due diligence by both parties, negotiation and execution of a definitive agreement, receipt of all required shareholder, regulatory and CSE approvals, completion of the proposed share consolidation, and satisfaction of applicable listing requirements of the CSE.

There can be no assurance that the transaction will be completed as proposed or at all.

The company intends to provide additional information regarding the transaction, WAT and the proposed resulting issuer as further details become available and in accordance with the requirements of the CSE.

About Winning Asia Technology Macau Ltd.

Founded in 2006 and headquartered in Macau Special Administrative Region, WAT is a premier developer of advanced gaming management systems and innovative electronic table games capture-designed for licensed gaming and amusement markets in Asia Pacific. It has accumulated over two decades of regional expertise, and has deployed proprietary technology that optimizes gaming business operators to optimize gaming floor productivity and maximize patron yields.

WAT also seamlessly integrates advanced artificial intelligence elements into its service offerings and has diversified into AI-powered robotic security systems. These intelligent solutions automate high-risk, labour-intensive nighttime patrols, and reduces operational liabilities and allows operators to reallocate human capital to higher-margin hospitality roles.

WAT operates a diversified monetization strategy that blends upfront equipment sales with scalable, recurring revenue frameworks -- including leasing and performance-sharing commercial models.

About Digicann Ventures Inc.

Digicann is a company focused on opportunities within and outside of the cannabis industry.

We seek Safe Harbor.