Mr. Mark Bentsen reports

GRAFTA NANOTECH CORP. ANNOUNCES COMPLETION OF QUALIFYING TRANSACTION

Further to its comprehensive news release dated July 21, 2026, Grafta Nanotech Corp. (formerly capital pool company Wittering Capital Corp.) has completed the acquisition of all of the issued and outstanding securities of Grafta Nanotech Inc. (GNI), constituting its qualifying transaction (within the meaning of Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange). Prior to the completion of the qualifying transaction, the company effected a consolidation of its outstanding common shares on the basis of one postconsolidation common share for every two preconsolidation common shares and changed its name from Wittering Capital Corp. to Grafta Nanotech Corp.

Summary of the qualifying transaction

The qualifying transaction was completed by way of a three-cornered amalgamation pursuant to the Business Corporations Act (Alberta), whereby, among other things: (a) GNI amalgamated with 2794296 Alberta Ltd. (Subco), a wholly owned subsidiary of the company incorporated for the purposes of the amalgamation; and (b) all of the common shares of GNI outstanding immediately prior to the amalgamation were cancelled and, in consideration therefor, the holders thereof received postconsolidation common shares of the company on the basis of one GNI share for one resulting issuer share.

Following completion of the qualifying transaction, there are 78,417,106 resulting issuer shares outstanding, of which 73,417,106 resulting issuer shares, representing approximately 94 per cent of the currently issued and outstanding resulting issuer shares, are held by the former GNI shareholders.

Resumption of trading

In connection with the completion of the qualifying transaction, the resulting issuer shares are listed on the exchange under the ticker symbol GFTA. It is anticipated that trading of the resulting issuer shares under the new ticker symbol will commence on or about Aug. 11, 2026.

Board of directors and executive management

Immediately following completion of the qualifying transaction, the following individuals comprise the officers and directors of the company:

• Mark Bentsen -- chief executive officer and director;
• Douglas Keast -- chief financial officer and corporate secretary;
• Edwin Safari -- vice-president, technology;
• Dain Currie -- director;
• Matt Colucci -- director.

Concurrent financings

In connection with the qualifying transaction, GNI completed a multitranche private placement of an aggregate 9.22 million subscription receipts at a price of 20 cents per subscription receipt for aggregate gross proceeds of $1,844,000.

Concurrently with the closing of the qualifying transaction, each subscription receipt was converted into units of the resulting issuer consisting of one resulting issuer share and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to acquire one resulting issuer share at an exercise price of 40 cents per share until Feb. 5, 2028, 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 company may, in its sole discretion, provide notice to the holder of the warrants or issue a news release following which the exercise period will be reduced to 10 days.

The resulting issuer shares and warrants issuable upon conversion of the subscription receipts are not subject to any hold period.

In connection with the GNI placement, GNI paid aggregate cash finders' fees of $41,265 and issued an aggregate of 206,325 non-transferable finder warrants. The finder's warrants entitle the holders thereof to acquire one resulting issuer share at a price of 40 cents per resulting issuer share for a period of 18 months following applicable closing of the GNI placement, subject to the acceleration clause.

Immediately following the closing of the qualifying transaction, the company completed a private placement of 1.5 million units at a price of 20 cents per unit, raising aggregate gross proceeds of $300,000. Each unit comprised one resulting issuer share and one-half of one warrant, on the same terms as the warrants issued under the GNI placement.

All of the securities issuable pursuant to the company placement are subject to a statutory four-month hold period expiring on Dec. 6, 2026.

The net proceeds of the placements will be used for the further development of the company's business and for general working capital purposes all as further outlined in the filing statement (as defined below).

Escrow

An aggregate of 35,892,740 resulting issuer shares are subject to escrow pursuant to TSX-V Policy 5.4, Escrow, Vendor Consideration and Resale Restrictions, under a Tier 2 escrow agreement entered into concurrently with completion of the qualifying transaction, whereby 10 per cent of such securities shall be released from escrow on the issuance of the final exchange bulletin and 15 per cent shall be released on each of the dates that are six, 12, 18, 24, 30 and 36 months following the final exchange bulletin. An additional two million resulting issuer shares remain subject to escrow pursuant to the CPC escrow agreement. An aggregate of 6.83 million resulting issuer shares held by non-principal shareholders are subject to seed share resale restrictions pursuant to the escrow policy.

Early warning disclosure pursuant to National Instrument 62-103

In connection with the qualifying transaction, Mr. Bentsen of Calgary, Alta., acquired ownership, control or direction over resulting issuer shares requiring disclosure pursuant to the early warning requirements of National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Mr. Bentsen holds 13,275,074 resulting issuer shares following completion of the qualifying transaction, which accounts or approximately 16.93 per cent of the outstanding resulting issuer shares on a non-diluted basis. Of the resulting issuer shares held by Mr. Bentsen, 1.2 million are held through 1871055 Alberta Ltd., a private company controlled by Mr. Bentsen. Mr. Bentsen acquired the resulting issuer shares in connection with the qualifying transaction for investment purposes. Mr. Bentsen does not have any current intentions to increase or decrease his beneficial ownership or control or direction over any additional securities of the company. Mr. Bentsen may, from time to time and depending on market and other conditions, acquire additional resulting issuer shares through market transactions, private agreements, treasury issuances, exercise of options, convertible securities or otherwise, or may sell all or some portion of the resulting issuer shares he owns or controls (upon release of the securities from escrow, or otherwise in accordance with the terms of the escrow restrictions and in accordance with applicable Canadian securities laws), or may continue to hold such securities.

In connection with the qualifying transaction, Comnipex Corp. of Markham, Ont., acquired ownership, control or direction over resulting issuer shares requiring disclosure pursuant to the early warning requirements of applicable securities laws.

Comnipex holds eight million resulting issuer shares following completion of the qualifying transaction, which account for approximately 10.20 per cent of the outstanding resulting issuer shares on a non-diluted basis. Comnipex is a private company controlled by Mr. Safari, vice-president, technology, of the company. Comnipex acquired the resulting issuer shares in connection with the qualifying transaction for investment purposes. Comnipex does not have any current intentions to increase or decrease its beneficial ownership or control or direction over any additional securities of the company. Comnipex may, from time to time and depending on market and other conditions, acquire additional resulting issuer shares through market transactions, private agreements, treasury issuances, exercise of options, convertible securities or otherwise, or may sell all or some portion of the resulting issuer shares it owns or controls (upon release of the securities from escrow, or otherwise in accordance with the terms of the escrow restrictions and in accordance with applicable Canadian securities laws), or may continue to hold such securities.

In connection with the qualifying transaction, PillarFour Capital Partners Inc. of Calgary, Alta., acquired ownership, control or direction over resulting issuer shares requiring disclosure pursuant to the early warning requirements of applicable securities laws.

PillarFour Capital Partners holds 12,453,333 resulting issuer shares following completion of the qualifying transaction, which accounts for approximately 15.88 per cent of the outstanding resulting issuer shares on a non-diluted basis. PillarFour Capital Partners acquired the resulting issuer shares in connection with the qualifying transaction for investment purposes. PillarFour Capital Partners does not have any current intentions to increase or decrease its beneficial ownership or control or direction over any additional securities of the company. PillarFour Capital Partners may, from time to time and depending on market and other conditions, acquire additional resulting issuer shares through market transactions, private agreements, treasury issuances, exercise of options, convertible securities or otherwise, or may sell all or some portion of the resulting issuer shares it owns or controls (upon release of the securities from escrow, or otherwise in accordance with the terms of the escrow restrictions and in accordance with applicable Canadian securities laws), or may continue to hold such securities.

Early warning reports will be filed by each of the foregoing parties and will be available under the company's profile on SEDAR+.

Additional information

For further information regarding the qualifying transaction and the company, please see the filing statement of the company dated July 27, 2026, which was prepared in accordance with the requirements of the exchange and filed under the company's issuer profile on SEDAR+.

We seek Safe Harbor.