Mr. Peter Chen reports

INCEPTUS CAPITAL LTD. ANNOUNCES SIGNING OF SHARE EXCHANGE AGREEMENT WITH SMARTWELL TECHNOLOGY INC. FOR PROPOSED QUALIFYING TRANSACTION

Further to Inceptus Capital Ltd.'s news releases dated Jan. 20, 2022, and June 9, 2022, announcing a letter of intent to acquire 100 per cent of the issued common shares of Smartwell Technology Inc., a private company incorporated under the laws of British Columbia and a company specializing in the development of intelligent algorithms for processing agriculture data, Inceptus Capital has entered into a share exchange agreement dated effective Feb. 5, 2024, with Smartwell, pursuant to which the company will acquire all of the issued and outstanding shares and warrants in the capital of Smartwell, which acquisition is intended to serve as the company's qualifying transaction, as defined in and pursuant to, the policies of the TSX Venture Exchange.

Subject to the terms and conditions of the share exchange agreement, Inceptus Capital will purchase all of the issued and outstanding shares and warrants of Smartwell for an aggregate purchase price of $21,236,000 plus the value of any Smartwell shares issued pursuant to a bridge financing to be carried out by Smartwell in the maximum amount of $500,000. The purchase price shall be satisfied by Inceptus Capital issuing pro rata to the Smartwell shareholders 106.18 million shares of Inceptus Capital plus the number of shares of Inceptus Capital equal to the number of Smartwell shares issued pursuant to the bridge financing at a deemed price of 20 cents per share and by Inceptus Capital issuing pro rata to the holders of warrants of Smartwell 12.5 million warrants of Inceptus Capital on closing.

Concurrently with the closing of the acquisition, Inceptus Capital will arrange for a prospectus offering for gross proceeds of not less than $500,000 pursuant to an engagement letter dated Dec. 11, 2023, with Research Capital Corp. (RCC), further to the company's news release dated Sept. 12, 2022. RCC will receive a cash commission and warrants to acquire shares of the company, a corporate finance and sponsorship fee, and reimbursement of approved expenses, as more particularly set out in the definitive agency agreement to be entered into between the parties.

Also concurrently with closing of the acquisition, Smartwell will arrange for a financing for gross proceeds of not less than $2.5-million of Smartwell units at a price of 20 cents per Smartwell unit. All Smartwell common shares issued pursuant to the Smartwell financing will be exchanged for shares of Inceptus Capital and all Smartwell warrants issued pursuant to the Smartwell financing will be exchanged for warrants of Inceptus Capital in accordance with the terms of the share exchange agreement.

Closing of the acquisition will be subject to regulatory approval and other customary closing conditions.

About Smartwell Technology Inc.

Smartwell is a technology company focused in the realm of intelligent algorithms employed in large agriculture. It provides controlled environment agriculture (CEA) solutions for high-value-added planters that benefits both growers and financial institutions. The solutions provide intelligent, efficient and environmentally friendly results.

Employing the use of satellite remote sensors, unmanned aerial vehicles and agriculture IoT (Internet of Things), data are analyzed to provide optimum information for factors affecting all crop dynamics, including crop identification, crop area, crop growth, yield estimates, pest control, soil dynamics, meteorological variables and predictive forecasting.

Clients served are large agricultural enterprises and insurance companies both private and government owned.

We seek Safe Harbor.