File: '\\swfile\EmailIn\20251029 094230 Attachment Grafta RTO Press Release 10-29-25 Final.docx'

Wittering Capital Corp. Announces Proposed Acquisition of Grafta Nanotech Inc.

Vancouver, British Columbia, October 29, 2025 (GLOBE NEWSWIRE) -- Wittering Capital Corp. (WITT.P) ("WCC" or the "Company"), a capital pool company pursuant to Policy 2.4 ("TSXV Policy 2.4") of the TSX Venture Exchange (the "TSXV"), announces that it has entered into a non-binding letter of intent dated October 27, 2025 (the "LOI") with Grafta Nanotech Inc. ("GNI") whereby WCC will acquire all of the issued and outstanding securities of GNI by way of a share exchange, amalgamation or such other form of business combination as the parties may determine (the "Proposed Transaction").

The Proposed Transaction is intended to constitute the Company's "Qualifying Transaction" within the meaning of TSXV Policy 2.4. Upon successful completion of the Proposed Transaction, it is anticipated that the Company will be listed as a Tier 2 Industrial issuer on the TSXV and will carry on the business of GNI.

Transaction Summary

Pursuant to the Proposed Transaction, the Company will issue common shares in the capital of the Company ("WCC Shares") to the holders of common shares in the capital of GNI ("GNI Shares") on the basis two WCC Shares for each one GNI Share issued and outstanding on closing.

The Proposed Transaction is not a Non-Arm's Length Qualifying Transaction (as such term is defined in TSXV Policy 2.4) and it is not currently contemplated that approval by the Company's shareholders will be required or sought for the Proposed Transaction or that a shareholders' meeting will be required for the Proposed Transaction. Upon the completion of the Proposed Transaction, it is expected that GNI will become a wholly owned subsidiary of the Company (the "Resulting Issuer"). No advances to be made by the Company to GNI are contemplated by the LOI and no finder's fees are payable in connection with the Proposed Transaction.

The Company currently has 7,000,000 WCC Common Shares issued and outstanding, 700,000 stock options exercisable at $0.10 per WCC Share as well as 180,000 warrants exercisable at $0.10 per WCC Share. Dain Currie and Toby Pierce are Directors of WCC and own 12.4% of the fully diluted shares outstanding of WCC. Each of Dain Currie and Toby Pierce also own 1.4% and 2.9%, respectively, of the fully diluted shares outstanding of GNI.

The Proposed Transaction is subject to a number of terms and conditions, including, but not limited to, the parties entering into a definitive agreement with respect to the Proposed Transaction on or before November 30, 2025 (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature), and the approval of the TSXV and other applicable regulatory authorities. All dollar figures referenced herein, unless otherwise specified, refer to Canadian dollars.

Further details concerning the Proposed Transaction (including additional financial and shareholder information regarding GNI) and other matters will be announced if and when a definitive agreement is reached. It is anticipated that the parties will complete a concurrent financing in association with the Proposed Transaction, but the terms are not currently known and will be provided in a subsequent release.

Information Concerning GNI

GNI has developed a proprietary technology for producing synthetic graphene ("GraftaTM") to service the wastewater remediation industry. The exceptional absorption capabilities of GraftaTM allows GNI to offer products that can remove heavy metals, hydrocarbons and both inorganic and organic contaminants from wastewater within the industrial, energy and mining sectors. GraftaTM utilizes the unique characteristics of graphene to provide an exceptional platform for adsorption with near-zero leaching, tackling critical environmental issues such as tailings discharge and industrial wastewater discharges.

GNI was incorporated in Alberta on January 16, 2020 and is a privately held material science company with its head office in Calgary, Alberta. There are currently 64,540,439 GNI Shares issued and outstanding, and there are no persons holding a controlling interest in GNI.

Management and Board of Directors

The following sets out the names and backgrounds of all persons who are expected to be the officers and directors of the Resulting Issuer upon completion of the Proposed Transaction. The parties expect to announce additional board and management team members in a subsequent press release. All directors and officers are subject to TSXV acceptance.

Mark Bentsen, Proposed CEO and Director. Mr. Bentsen has been the CEO of Grafta Nanotech Inc. since 2022 and has over 30 years experience building successful energy services firms in both public and private sectors. He was the former CEO and VP Sales & Marketing for Quantum Downhole Systems Inc., a leading provider of concentric coiled tubing solutions for horizontal wellbore intervention. Prior thereto, Mr. Bentsen was the former President and CEO at Cathedral Energy Services (currently ACT Energy Technologies Ltd.) where he was instrumental in leading the company's equipment development and rapid expansion across North America, completing multiple key acquisitions, and generating significant equity returns for shareholders before his retirement from the company in 2013. Mr. Bentsen started his career at Akita Drilling, where he advanced to the position of VP Corporate Development.

Doug Keast, Proposed CFO and Corporate Secretary. Mr. Keast has been the CFO of Grafta Nanotech Inc. since 2022 and is a highly experienced financial executive with over 30 years of diverse experience as a CFO and COO across both public and private entities. His expertise spans a wide range of sectors, including energy, technology, manufacturing, renewable energy, and private equity. Mr. Keast has steered multiple companies through high-growth phases, evidenced by his track record of leading successful exits via M&A and public market transactions. He has previously contributed strategic governance as a director on multiple private, high-growth boards.

Dain Currie, Proposed Director. Mr. Currie is a seasoned capital markets professional and corporate finance consultant with over 20+ years of experience working with private and public companies, primarily across the mining, oil and gas, agriculture, and technology sectors. His expertise encompasses M&A, debt and equity fundraising, business strategy, corporate governance, and investor relations. Since 2013, he has been the President and Director of Oceanside Strategies Inc., an investment holding company, and since 2019, a Partner and Director of Oceanside Group, a firm that provides corporate finance consulting services. Mr. Currie's governance experience includes serving as an independent director for publicly listed companies, such as Intertidal Capital Corp. and Wittering Capital Corp., before co-founding South Pacific Metals Corp. (formerly Kainantu Resources Ltd.).

Sponsorship

The Proposed Transaction is subject to the sponsorship requirements of the TSXV unless a waiver from those requirements is granted or an exemption is available. The Company intends to apply for an waiver from the sponsorship requirements; however, there can be no assurance that an waiver will be obtained.

Trading Halt

Trading in the Company's shares has been halted in accordance with TSXV policies and will remain halted pending TSXV review of the Proposed Transaction, completion of various regulatory filings with the TSXV in connection therewith, and satisfaction of other conditions of the TSXV for the resumption of trading. Trading in the Company's shares may not resume before closing of the Proposed Transaction.

Name Change

Upon completion of the Proposed Transaction, the Company intends to change its name to "Grafta Nanotech Inc." or such other name as GNI may determine.

Further Information

Further details about the Proposed Transaction and the Resulting Issuer will also be contained in the disclosure document to be prepared and filed with the TSXV and on SEDAR+ in connection with the Proposed Transaction. Investors are cautioned that, except as disclosed in such disclosure document, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

For further information, please contact:

Toby Pierce

Director

Wittering Capital Corp.

Phone: 604-653-9718

E-Mail: tobypierce@hotmail.com

Reader Advisories

The information provided in this news release regarding GNI and the proposed officers and directors of the Resulting Issuer has been provided by GNI and has not been independently verified by the Company.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed 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 TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.

NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The securities referred to in this news release 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 within the United States or to, or for the account or benefit of, any U.S. person unless they are registered under the United States Securities Act of 1933, as amended, and any applicable state securities laws, or an applicable exemption from the such U.S. registration requirements is available. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

Cautionary Statement Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer's business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer's prospective financial performance or financial position. The forward-looking information in this news release includes disclosure about the terms of the Proposed Transaction, the anticipated management team of the Resulting Issuer and GNI's business operations and prospects. The Company and GNI have made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of GNI to execute and achieve its business objectives, to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; the inability of the Company or GNI to complete the Proposed Transaction on the terms disclosed in this news release, or at all; reliance on key and qualified personnel; regulatory and other risks associated with the mining industry in general, as well as those risk factors discussed or referred to in disclosure documents filed by the Company with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca. The foregoing list of material risk factors and assumptions is not exhaustive. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this news release is made as of the date of this news release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.