Mr, Toby Pierce reports

WITTERING CAPITAL CORP. ANNOUNCES CONCURRENT FINANCING FOR GRAFTA NANOTECH INC. QUALIFYING TRANSACTION

Wittering Capital Corp. (WCC) has entered into a non-binding letter of intent dated Oct. 27, 2025, with Grafta Nanotech Inc., whereby WCC will acquire all of the issued and outstanding securities of Grafta by way of a share exchange, amalgamation or such other form of business combination as the parties may determine.

The proposed transaction is intended to constitute the company's qualifying transaction within the meaning of TSX Venture Exchange 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 TSX-V and will carry on the business of Grafta. Grafta has developed a proprietary technology for producing synthetic graphene to service the waste water remediation industry. The exceptional absorption capabilities of its products allow Grafta to offer products that can remove heavy metals, hydrocarbons, and both inorganic and organic contaminants from waste water within the industrial, energy and mining sectors.

Following the completion of the proposed transaction, WCC, as the issuer resulting therefrom, is expected to carry on the current business of Grafta.

Concurrent private placement

The parties are pleased to announce that Grafta is undertaking a private placement of subscription receipts of Grafta for gross proceeds of up to $2-million, or such other amount to be determined, at a price of 30 cents per subscription receipt. The offering will be conducted on a private placement basis to be completed in connection with the proposed transaction.

The subscription receipts will be created and issued pursuant to the terms of a subscription receipt agreement between, among others deemed appropriate, Grafta and a subscription receipt agent mutually acceptable to Grafta and WCC. Each subscription receipt will be deemed to be automatically converted, without payment of additional consideration or further action by the holder thereof, into one unit in the capital of Grafta, subject to adjustment in certain events, immediately before the closing of the proposed transaction upon the satisfaction and/or waiver of the escrow release conditions (as will be defined in the subscription receipt agreement) at or before the escrow release deadline (as defined below).

Each unit will consist of one postconsolidation common share in the capital of the resulting issuer and one-half common share purchase warrant. Each resulting issuer warrant will entitle the holder to purchase one resulting issuer share at an exercise price of 50 cents for a period of 18 months following the satisfaction of the escrow release conditions.

If the volume-weighted average trading price of the resulting issuer shares on the TSX-V is greater than or equal to $1 for 10 consecutive trading days at any time, the resulting issuer warrants will expire, subject to the resulting issuer's discretion, on the earlier of the expiry date and 4:30 p.m. Vancouver time on the date that is 10 calendar days after the resulting issuer provides notice to the holders of resulting issuer warrants (by a press release) that the acceleration event has occurred.

If: (i) the escrow release conditions have not been satisfied prior to 5 p.m. Toronto time on that date that is 120 days following the closing date (as defined below); (ii) the proposed transaction is terminated at any earlier time; or (iii) Grafta advises or announces to the public that it does not intend to satisfy the escrow release conditions or complete the proposed transaction, the subscription receipt agent shall return to the holders of the subscription receipts an amount equal to the aggregate offering price of the subscription receipts held by each such holder and their pro rata portion of interest and other income earned on the escrowed funds and the subscription receipts shall be cancelled. Grafta agrees that it shall be responsible and liable to the holders of the subscription receipts for any shortfall between the aggregate offering price paid by the original purchasers of the subscription receipts and the escrowed funds.

Closing of the offering is expected to occur on or about Dec. 15, 2025, or such other date as Grafta shall determine.

The securities issued on conversion of the subscription receipts following the completion of the transaction (including the resulting issuer shares and the resulting issuer warrants) will not be subject to a statutory hold period in Canada.

The subscription receipts will be offered: (i) to investors in each of the provinces and territories of Canada on a private placement basis; (ii) to investors in the United States pursuant to available exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended; and (iii) to investors resident in jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such foreign jurisdiction.

Amendment to LOI

The parties announced that they have entered into an amendment to the LOI, whereby, prior to completion of the proposed transaction, WCC will complete a one-new-for-two-old consolidation of its issued and outstanding shares.

As a result of the consolidation, WCC will issue postconsolidation WCC shares to the holders of common shares of Grafta on the basis of one postconsolidation WCC share for each Grafta share held.

Disclaimer

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance and, if applicable pursuant to TSX-V 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.

We seek Safe Harbor.