Mr. Toby Pierce reports

WITTERING CAPITAL CORP. SIGNS DEFINITIVE AMALGAMATION AGREEMENT TO ACQUIRE GRAFTA NANOTECH INC. AND PROVIDES TRANSACTION UPDATE

Further to Wittering Capital Corp.'s press release dated Oct. 29, 2025, regarding a non-binding letter of intent to acquire Grafta Nanotech Inc. (GNI), a company incorporated pursuant to the Business Corporations Act (Alberta) (ABCA), Wittering and Grafta have now executed a definitive amalgamation agreement dated July 10, 2026. Under the amalgamation agreement, Wittering and Grafta will complete a three-cornered amalgamation, whereby 2794296 Alberta Ltd. (Subco), a wholly owned subsidiary of the company formed for such purpose, will amalgamate with Grafta to form a new company (Amalco). Wittering, following completion of the proposed transaction, is referred to as the resulting issuer.

Transaction summary

Pursuant to the proposed transaction, Subco and Grafta will amalgamate to form Amalco, with Amalco becoming a wholly owned subsidiary of Wittering. Under the terms of the amalgamation agreement, the proposed transaction will be completed by way of a three-cornered amalgamation under the ABCA, whereby:

1. Wittering will complete a consolidation on a 1:2 basis.
2. Subco will amalgamate with and into GNI, with Amalco becoming a wholly owned subsidiary of the resulting issuer.
3. Each outstanding common share of GNI, including GNI shares underlying the subscription receipts (as defined below), shall be exchanged for one postconsolidation common share of Wittering.
4. Each outstanding share purchase warrant of GNI will be amended to be exercisable to acquire a resulting issuer share at a price of 25 cents per resulting issuer share until Jan. 13, 2027.
5. Each outstanding stock option of Grafta shall be amended to be exercisable to acquire a resulting issuer share at a price of 20 cents per resulting issuer share until Feb. 27, 2029.
6. Upon satisfaction of the release conditions (as defined below), the subscription receipts shall automatically convert into resulting issuer units (as defined below), consisting of one resulting issuer share and one-half of one resulting issuer warrant, exercisable at a price of 40 cents per resulting issuer share for a period of 18 months after the date of the amalgamation, subject to the acceleration clause (as defined below).
7. Each common share of Subco shall be converted into one common share of Amalco.

Upon the completion of the proposed transaction, the resulting issuer will be the parent and sole shareholder of Amalco and thus will indirectly carry on the business of Grafta. The current shareholders of Grafta will become shareholders of the resulting issuer, as the new parent corporation, and the Wittering shareholders will retain their equity in the resulting issuer on a postconsolidation basis.

No advances have been or will be made by the company to Grafta prior to the completion of the proposed transaction. In connection with the proposed transaction, Grafta paid 17305486 Canada Ltd. (Ace Capital) a finder's fee consisting of 90,000 GNI shares at a deemed price of 20 cents per GNI share, 350,000 GNI options exercisable at a price of 20 cents per resulting issuer share until Feb. 27, 2029, and a cash fee of $15,000 pursuant to a capital markets advisory services agreement between Grafta and Ace Capital.

In connection with the proposed transaction, the resulting issuer intends to change its name to Grafta Nanotech Corp. or such other name as is acceptable to the regulators and the TSX Venture Exchange. It is anticipated that the resulting issuer will be listed as a Tier 2 industrial issuer on the TSX-V with a trading symbol of GFTA, subject to requisite regulatory approvals.

The proposed transaction is subject to a number of terms and conditions, including, but not limited to, the completion of certain financings in both Wittering and Grafta, as described below, and the approval of the TSX-V and other applicable regulatory authorities.

The proposed transaction is not subject to approval by the shareholders of Wittering under applicable TSX-V policies or otherwise. Grafta will seek the written consent of its shareholders for the purpose of approving the proposed transaction.

Concurrent financings

As noted above, it is a condition of the proposed transaction that each of Grafta and Wittering completes certain private placement financings.

Grafta financing

Grafta has completed a private placement, whereby it issued 9.22 million subscription receipts at a price of 20 cents per subscription receipt for aggregate gross proceeds of $1,844,000.

Each subscription receipt entitles the holder to, without further action or payment of additional consideration, upon the satisfaction of certain release conditions, receive one unit of Grafta comprised of one GNI share and one half of one GNI warrant, which, pursuant to the amalgamation agreement, will be exchanged for a unit of the resulting issuer. The release conditions applicable to the subscription receipts include, among other things, the receipt of the conditional approval of the TSX-V for the proposed transaction and the listing of the resulting issuer shares.

Each resulting issuer unit will comprise one resulting issuer share and one-half of one resulting issuer warrant. Each whole resulting issuer warrant underlying the subscription receipts will be exercisable to acquire an additional resulting issuer share at a price of 40 cents per share for a period of 18 months following the effective date, provided that in the event that the daily volume-weighted average price of the resulting issuer shares on the TSX-V is at least $1 for a minimum of 10 consecutive trading days (whether or not trading occurs on all such days), the resulting issuer may, in its sole discretion, provide notice to the holder of the resulting issuer warrants or issue a news release following which the exercise period will be reduced to 10 days.

The subscription receipts and units of Grafta underlying same when initially issued were subject to an indefinite hold period as set out in National Instrument 45-102, Resale of Securities. Following completion of the proposed transaction, the resulting issuer units (including the resulting issuer shares and resulting issuer warrants underlying same), when issued will not be subject to a hold period under applicable securities legislation in Canada.

In connection with the Grafta placement, GNI paid certain eligible finders finders' fees comprising of a cash commission of 7 per cent of the gross proceeds of the Grafta placement and non-transferable finder warrants of up to 7 per cent of the number of subscription receipts sold pursuant to the Grafta placement. The finder warrants entitle the holders thereof to acquire one GNI share at a price of 40 cents per GNI share for a period of 18 months following closing of the Grafta placement, subject to the acceleration clause, and will be amended to be exercisable for resulting issuer shares on the same terms pursuant to the amalgamation agreement.

The Grafta placement was completed in three tranches. On March 17, 2026, GNI closed the first tranche of the Grafta placement and issued 5.62 million subscription receipts for aggregate gross proceeds of $1,124,000. Pursuant to the first tranche, GNI paid a cash fee of $38,815 and issued 194,075 finder warrants to Acumen Capital Finance Partners Ltd. Acumen is an arm's-length party to GNI and Wittering.

On April 23, 2026, GNI closed the second tranche of the Grafta placement and issued 2,975,000 subscription receipts for aggregate gross proceeds of $595,000. Pursuant to the second tranche, GNI paid a cash fee of $2,450 and issued 12,250 finder warrants to Ventum Financial Corp. Ventum is an arm's-length party to GNI and Wittering.

On July 14, 2026, GNI closed the third tranche of the Grafta placement and issued 625,000 subscription receipts for aggregate gross proceeds of $125,000. No finders' fees were paid in connection with the third tranche.

Wittering financing

Separately, Wittering will complete a private placement of 1.5 million units at a price of 20 cents per unit for gross proceeds of $300,000 to close concurrently with the proposed transaction. Each unit will consist of one resulting issuer share and one-half of one resulting issuer warrant, exercisable at a price of 40 cents per resulting issuer share for a period of 18 months after the effective date, subject to the acceleration clause.

No finders' fees are expected to be paid in connection with the Wittering placement.

The resulting issuer intends to use the net proceeds from the Grafta placement and Wittering placement for the proposed transaction costs, continuing operating expenses and for general working capital purposes.

The units will be subject to resale restrictions pursuant to NI 45-102 consisting of a hold period of four months and one day.

Based on the foregoing and assuming satisfaction of the release conditions and the completion of the Wittering placement, upon closing of the proposed transaction, 73,417,106 resulting issuer shares at a deemed price of 20 cents per resulting issuer share, 4.61 million resulting issuer warrants, exercisable at a price of 40 cents per resulting issuer share for a period of 18 months after the effective date, subject to the acceleration clause, 12,999,998 resulting issuer warrants, exercisable at a price of 25 cents per resulting issuer share until Jan. 13, 2027, 194,075 resulting issuer warrants, exercisable at a price of 40 cents per resulting issuer share until Sept. 17, 2027, 12,250 resulting issuer warrants, exercisable at a price of 40 cents per resulting issuer share until Oct. 23, 2027, and 350,000 resulting issuer options, exercisable at a price of 20 cents per resulting issuer share until Feb. 27, 2029, are expected to be issued pursuant to the amalgamation agreement, and it is expected that there will be a total of 78,417,106 resulting issuer shares issued and outstanding and 5.36 million resulting issuer warrants, exercisable at a price of 40 cents per resulting issuer share for a period of 18 months after the effective date, subject to the acceleration clause, 12,999,998 resulting issuer warrants, exercisable at a price of 25 cents per resulting issuer share until Jan. 13, 2027, 194,075 resulting issuer warrants, exercisable at a price of 40 cents per resulting issuer share until Sept. 17, 2027, 12,250 resulting issuer warrants, exercisable at a price of 40 cents per resulting issuer share until Oct. 23, 2027, 90,000 resulting issuer warrants, exercisable at a price of 20 cents per resulting issuer share until Dec. 19, 2026, 350,000 resulting issuer options, exercisable at a price of 20 cents per resulting issuer share until Feb. 27, 2029, and 350,000 resulting issuer options, exercisable at a price of 20 cents per resulting issuer share until Dec. 19, 2026, outstanding.

Management of the resulting issuer

Subject to TSX-V approval, it is anticipated that the officers and directors of the resulting issuer will be as follows.

Mark Bentsen, chief executive officer and director: Mr. Bentsen has been the CEO of GNI 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 vice-president, sales and 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 vice-president, corporate development. Mr. Bentsen holds a bachelor of business administration from Acadia University.

Douglas Keast (CPA, CA), chief financial officer and secretary: Mr. Keast has been a financial and strategic consultant of GNI since 2022 and is a highly experienced executive with over 30 years of experience building successful software, manufacturing and alternative energy firms in both public and private sectors. Additionally, Mr. Keast worked for KPMG LLP for 12 years in the audit and assurance practice, advancing to the position of senior manager. Recently, he was the former CFO of 4AG Inc., a manufacturer of robotic equipment and the former CFO and senior vice-president for Day4 Energy Inc., a leading provider of solar solutions to Europe and Canada. Mr. Keast has steered multiple companies through high-growth phases, evidenced by his record of leading successful exits through M&A (mergers and acquisitions) and public market transactions. He is known for strategic governance as a director on multiple private, high-growth boards. Mr. Keast holds a bachelor of commerce from the University of Calgary and designations as a chartered accountant from both the Institute of Chartered Accountants of Alberta and the Institute of Chartered Accountants of British Columbia, and he is a member of the Chartered Professional Accountants of Canada.

Dr. Edwin Safari, vice-president, technology: Dr. Safari is a licensed professional engineer with Professional Engineers Ontario and has over 20 years of experience in academia and consulting in environmental engineering and assessment. He is currently the vice-president of technology at GNI, where he leads the mass production and commercialization of Grafta, a first-of-its-kind nanographene-based adsorbent for environmental remediation and water and waste water treatment, of which Dr. Safari is the inventor. He also serves as a sessional lecturer in physical and environmental sciences at the University of Toronto Scarborough. Dr. Safari has a proven record of managing a broad range of environmental projects, spanning environmental site assessment, risk assessment, impact assessment, physical and contaminant hydrogeology, waste management planning, landfill design, leachate and gas management, and life cycle assessment. He has been with Epic for over nine years, during which he has delivered environmental assessment, risk assessment and remediation courses across various provinces in Canada. Dr. Safari holds a doctor of philosophy (PhD) in environmental engineering from the University of Tehran and completed a postdoctoral fellowship in geo-environmental engineering at Queen's University, where his research focused on the long-term performance of geosynthetics in waste containment facilities.

Dain Currie, 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, before co-founding South Pacific Metals Corp. (formerly Kainantu Resources Ltd.). Mr. Currie obtained his professional financial planner designation and completed the CSC, CPH, and Investment Management 1 and 2 courses with the Canadian Securities Institute.

Matt Colucci, director: Mr. Colucci has over 20 years of experience investing and advising within the energy sector. He is currently the founder and managing partner of PillarFour Capital Partners, an energy-technology-focused private equity firm based out of Calgary, Alta., and London, England. Mr. Colucci previously served as head of oil field services investment banking at AltaCorp Capital. Prior thereto, he held corporate finance positions at Westwind Partners, Thomas Weisel and Stifel Nicolaus in Calgary, Alta., and London, England. In aggregate, Mr. Colucci has advised on over $10-billion in debt and equity financings and $4-billion in M&A transactions. Mr. Colucci holds the ICDD designation from the Institute of Corporate Directors and a bachelor of commerce (finance) from the University of Calgary and brings extensive governance experience.

Selected financial information about Grafta

The following table sets forth selected financial information for GNI. The following information is derived from the audited financial statements of GNI as at Dec. 31, 2025, and the unaudited interim financial statements of GNI as at March 31, 2026.

Quarterly information is not available other than as outlined above.

The resulting issuer

GNI has developed a proprietary technology for producing synthetic graphene (Grafta) to service the waste water remediation industry. The exceptional absorption capabilities of Grafta allows GNI 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. Grafta 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 waste water discharges.

GNI was incorporated in Alberta on Jan. 16, 2020, and is a privately held material science company with its head office in Calgary, Alta.

As of the date hereof, there are 64,197,106 GNI shares outstanding, 13,206,323 GNI warrants outstanding and 350,000 GNI options outstanding. Additionally, prior to the completion of the consolidation, there are seven million common shares of Wittering outstanding, 180,000 share purchase warrants of Wittering, exercisable at a price of 10 cents per Wittering share until Dec. 19, 2026, and 700,000 stock options of Wittering, exercisable at a price of 10 cents until Dec. 19, 2026.

Trading halt

Trading in the company's shares has been halted in accordance with TSX-V policies and will remain halted pending TSX-V review of the proposed transaction, completion of various regulatory filings with the TSX-V in connection therewith and satisfaction of other conditions of the TSX-V for the resumption of trading. Trading in the company's shares may not resume before closing of the proposed transaction.

Additional information

Further details about the proposed transaction and the resulting issuer will also be contained in the filing statement to be prepared and filed with the TSX-V and on SEDAR+ in connection with the proposed transaction. Investors are cautioned that, except as disclosed in such filing statement, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon.

All information contained in this news release with respect to Wittering and Grafta was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

We seek Safe Harbor.