Mr. Nick Kuzyk reports

DIGICANN VENTURES SIGNS DEFINITIVE SHARE EXCHANGE AGREEMENT WITH WINNING ASIA TECHNOLOGY MACAU LIMITED FOR PROPOSED REVERSE TAKEOVER TRANSACTION

Digicann Ventures Inc., further to its news release dated June 5, 2026, has entered into a binding share exchange agreement dated Oct. 31, 2026, and signed on Nov. 4, 2026, with Winning Asia Technology Macau Ltd. (WAT) and its shareholders, pursuant to which Digicann proposes to acquire all of the issued and outstanding shares of WAT.

The proposed transaction is expected to constitute a reverse takeover (RTO) of Digicann under the policies of the Canadian Securities Exchange. Upon completion, WAT will become a wholly owned subsidiary of Digicann and the resulting issuer will carry on the business of WAT, subject to receipt of all necessary shareholder and regulatory approvals, including approval of the CSE.

The business combination

Pursuant to the definitive agreement, Digicann will acquire all of the issued and outstanding shares of WAT in exchange for common shares of Digicann. Immediately following completion of the proposed transaction and prior to any concurrent financing, the former shareholders of WAT will hold approximately 72 per cent of the issued and outstanding common shares of the resulting issuer. An additional 11 per cent will be issued to certain WAT service providers in satisfaction of contractual obligations, with the remaining approximately 17 per cent attributable to existing Digicann shareholders and the settlement of certain outstanding securities and liabilities.

The proposed transaction is subject to customary closing conditions, including completion of the proposed share consolidation, settlement of certain outstanding liabilities, receipt of necessary shareholder approvals, and satisfaction of applicable CSE listing requirements and regulatory approvals. Any concurrent financing required by the CSE will be undertaken on a postconsolidation common share price basis.

About Winning Asia Technology Macau Ltd.

Founded in 2006 and headquartered in Macau SAR, WAT is a technology company specializing in advanced gaming management systems and electronic table gaming technologies for licensed gaming and amusement markets throughout the Asia-Pacific region.

WAT has also expanded into AI-powered (artificial intelligence) robotic security systems designed to automate labour-intensive security functions and improve operational efficiency. Its business model combines equipment sales with recurring revenue opportunities through leasing and performance-sharing arrangements. Following completion of the proposed transaction, the resulting issuer is expected to continue developing and commercializing WAT's existing technology platforms and related business opportunities.

Share consolidation and debt settlements

In connection with the proposed transaction, Digicann intends to consolidate its issued and outstanding common shares on the basis of one postconsolidation common share for 25 preconsolidation common shares, subject to applicable shareholder and regulatory approvals.

Prior to closing, the company also intends to settle certain outstanding liabilities, including approximately $1-million in principal amount of convertible debentures, together with accrued interest, and certain accounts payable and other obligations, through the issuance of common shares pursuant to settlement agreements.

Name change

In connection with the proposed transaction and subject to applicable approvals, Digicann intends to change its name to Auronexa Technologies Inc. or such other name as may be determined prior to closing. The trading symbol of the resulting issuer will be announced in due course.

Shareholders meeting and transaction approvals

The company intends to convene a meeting of its shareholders to seek approval of the proposed transaction and related matters, including the consolidation, proposed name change and certain other corporate actions contemplated by the definitive agreement.

The date of the shareholder meeting has not yet been determined and will be announced in a subsequent news release, together with the applicable record date, and further information regarding the meeting and distribution of the company's management information circular.

Completion of the proposed transaction remains subject to a number of conditions precedent, including receipt of all necessary shareholder and regulatory approvals, final acceptance by the CSE, and satisfaction of the conditions set out in the definitive agreement. There can be no assurance that the proposed transaction will be completed as proposed or at all.

Additional information regarding the proposed transaction and the resulting issuer will be provided in subsequent news releases and the company's disclosure documents, as required by applicable securities laws and CSE policies.

About Digicann Ventures Inc.

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

We seek Safe Harbor.