Inceptus Capital receives receipt for final prospectus

Executive Summary

• Inceptus Capital Ltd. received a final prospectus from the British Columbia Securities Commission for its proposed merger with Smartwell Technology Inc.
• The financing will be conducted in two parts: an initial offering of up to 2.5 million Inceptus units at $0.20 per unit (gross proceeds ≤ $500,000) and a concurrent financing by Smartwell of 12.5 million units for gross proceeds of $2.5 million.
• Inceptus has called an annual and special shareholders’ meeting for April 24, 2026, after not holding an AGM in 2025 and seeking an extension to hold it by May 2026.

Key Details

• Final Prospectus Receipt: BCSC issued a receipt for the final prospectus related to the Inceptus‑Smartwell merger (original qualifying transaction announced June 9, 2022).
• Initial Offering (Inceptus):
• Up to 2.5 million units
• Price: $0.20 per unit
• Gross proceeds: up to $500,000
• Each unit = 1 common share + 1 common share purchase warrant.
• Concurrent Financing (Smartwell):
• 12.5 million units
• Total gross proceeds: $2.5 million
• Each unit = 1 Smartwell common share + 1 warrant exercisable for an additional Smartwell share at $0.50, valid for 24 months post‑closing.
• Agency Agreement: Research Capital Corp. (RCC) appointed as lead agent and sole bookrunner on a best‑efforts basis; financing to be executed in two parts as described above.
• Shareholder Meeting:
• No AGM held in 2025.
• Extension requested from BC Registrar of Companies to hold AGM by May 2026.
• Annual and special meeting scheduled for 10:00 a.m., Friday, April 24, 2026.
• Transaction Conditions: Completion subject to exchange acceptance, minority shareholder approval (if required), and other customary closing conditions. No guarantee the transaction will close.

Notable Quotes

(No direct quotes were provided in the release.)