Inceptus Capital receives receipt for final prospectus

Mr. Peter Chen reports INCEPTUS CAPITAL ANNOUNCES RECEIPT OF FINAL PROSPECTUS FROM BCSC FOR PROPOSED MERGER WITH SMARTWELL TECHNOLOGIES Following Inceptus Capital Ltd.'s announcement with respect to a qualifying transaction involving the acquisition of Smartwell Technology Inc. on June 9, 2022, the British Columbia Securities Commission has issued a receipt for the final prospectus. The company and Smartwell entered into an agency agreement with Research Capital Corp. (RCC) in connection with the company's acquisition of Smartwell. The agent will act as lead agent and sole bookrunner, on a best-efforts basis, which financing shall be conducted in two parts, which are more particularly described in the company's final prospectus as filed on SEDAR+. The first part (the initial offering) of the offerings will consist of up to 2.5 million units of Inceptus Capital to be issued at a price of 20 cents per unit for gross proceeds of up to $500,000. Each unit will consist of one common share and one common share purchase warrant. Smartwell will undertake a financing concurrently with the initial offering (the concurrent financing) of 12.5 million units for total gross proceeds to Smartwell of $2.5-million. Each Smartwell unit will consist of one common share of Smartwell and one common share purchase warrant exercisable into an additional Smartwell common share at 50 cents for a period of 24 months following the closing of the financing. Inceptus also announces that it did not hold an annual general meeting (AGM) in 2025 and sought an extension from the British Columbia Registrar of Companies to hold the AGM by May, 2026. To that end, Inceptus has called an annual and special meeting of its shareholders scheduled for 10 a.m. on Friday, April 24, 2026. About Smartwell Technology Inc. Smartwell is a British Columbia-registered, AI-powered (artificial intelligence) agricultural technology company with operations across China and North America, the world's two largest agricultural markets. Smartwell is built on a single-core AI algorithmic engine, which is deployed across two application-specific platforms: the controlled environment agriculture (CEA) system and the Yuntong system. The CEA system provides solutions based on AI crop growth models for high value-added agriculture with an aim to provide intelligent, efficient and environmentally friendly results for its clients, which are growers, insurance corporations, financial institutions and other agricultural enterprises, both private and government owned. The Yuntong system employs satellite remote sensors, unmanned aerial vehicles and agriculture IoT (Internet of Things) to analyze data employing proprietary artificial intelligence algorithms to provide relevant information affecting all relevant crop dynamics, including crop identification, crop area, crop growth, yield estimates, pest control, soil dynamics, meteorological variables and predictive forecasting. Completion of the transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and if applicable pursuant to exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 transaction, any information released or received with respect to the 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.