File: Attachment News Release - SmartWell Share Exchange Agreement (Mar2024).pdf

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES

INCEPTUS CAPITAL LTD. 530, 355 Burrard Street Vancouver, BC V6C 2G8

FOR IMMEDIATE RELEASE TSX-V:ICI.P

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

QUALIFYING TRANSACTION

Vancouver, British Columbia March 7, 2024 Inceptus Capital Ltd. ("Inceptus Capital" or the "Company") announces that further to its news releases dated January 20, 2022 and June 9, 2022 announcing a Letter of Intent to acquire 100% of the issued common shares of Smartwell Technology Inc. ("Smartwell"), a private company incorporated under the laws of British Columbia and a company specializing in the development of intelligent algorithms for processing agriculture data, the Company has entered into a share exchange agreement dated effective February 5, 2024, with Smartwell (the "Share Exchange Agreement"), 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 (the "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 "Bridge Financing"). The Purchase Price shall be satisfied by Inceptus Capital issuing pro rata to the Smartwell shareholders 106,180,000 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 $0.20 per share and by Inceptus Capital issuing pro rata to the holders of warrants of Smartwell 12,500,000 warrants of Inceptus Capital on closing.

Concurrently with the closing of the acquisition, Inceptus Capital will arrange for a prospectus offering (the "Offering") for gross proceeds of not less than $500,000 pursuant to an engagement letter dated December 11, 2023 with Research Capital Corporation ("RCC"), further to the Company's news release dated September 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 $2,500,000 (the "Smartwell Financing") of Smartwell units at a price of $0.20 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. - 2 -

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, data is 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.

For additional information, please contact:

Peter Chen, President, Chief Executive Officer, and Director Telephone: (604) 771-7998 Email: peterchen@proterragroup.ca

Completion of the transaction is subject to a number of conditions, including, but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This news release contains certain statements that may be deemed "forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or realities may differ - 3 -

materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

File: '\\swfile\EmailIn\20240307 111457 Attachment News Release - SmartWell Share Exchange Agreement (Mar2024).doc'

- 2 -

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES

OR TO U.S. NEWS AGENCIES

INCEPTUS CAPITAL LTD.

530, 355 Burrard Street

Vancouver, BC V6C 2G8

FOR IMMEDIATE RELEASE TSX-V:ICI.P

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

Vancouver, British Columbia - March 7, 2024 - Inceptus Capital Ltd. ("Inceptus Capital" or the "Company") announces that further to its news releases dated January 20, 2022 and June 9, 2022 announcing a Letter of Intent to acquire 100% of the issued common shares of Smartwell Technology Inc. ("Smartwell"), a private company incorporated under the laws of British Columbia and a company specializing in the development of intelligent algorithms for processing agriculture data, the Company has entered into a share exchange agreement dated effective February 5, 2024, with Smartwell (the "Share Exchange Agreement"), 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 (the "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 "Bridge Financing"). The Purchase Price shall be satisfied by Inceptus Capital issuing pro rata to the Smartwell shareholders 106,180,000 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 $0.20 per share and by Inceptus Capital issuing pro rata to the holders of warrants of Smartwell 12,500,000 warrants of Inceptus Capital on closing.

Concurrently with the closing of the acquisition, Inceptus Capital will arrange for a prospectus offering (the "Offering") for gross proceeds of not less than $500,000 pursuant to an engagement letter dated December 11, 2023 with Research Capital Corporation ("RCC"), further to the Company's news release dated September 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 $2,500,000 (the "Smartwell Financing") of Smartwell units at a price of $0.20 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, data is 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.

For additional information, please contact:

Peter Chen, President, Chief Executive Officer, and Director

Telephone: (604) 771-7998

Email: peterchen@proterragroup.ca

Completion of the transaction is subject to a number of conditions, including, but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This news release contains certain statements that may be deemed "forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or realities may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.