Digicann Ventures Agrees to Mutual Termination of Business Combination Agreement with 3Win Corp. and D-3 Merger Sub, Inc.

Executive Summary

• Digicann Ventures Ltd. and 3Win Corp. mutually terminated their Business Combination Agreement dated September 27, 2024.
• 3Win forgave a $75,000 promissory note and paid a $100,000 settlement (first installment already received).
• The subsidiary D‑3 Merger Sub, Inc., created for the proposed transaction, will be dissolved with dissolution costs borne by 3Win; Digicann continues to seek an alternative qualifying business combination.

Key Details

• Settlement Agreement: Executed on October 22, 2025 between Digicann Ventures Ltd., 3Win Corp., and D‑3 Merger Sub, Inc.
• Promissory Note Cancellation: 3Win cancelled the $75,000 note previously issued to Digicann.
• Cash Settlement: 3Win agreed to pay $100,000 in three installments; the first installment has been received by Digicann.
• D‑3 Merger Sub Dissolution: The merger sub will be dissolved; all related costs are to be paid by 3Win.
• Future Plans: Digicann’s Board remains committed to identifying and executing another qualifying business combination or reverse takeover on a best‑efforts basis.
• Trading Halt: Digicann is working with the Canadian Securities Exchange (CSE) and other regulators to resume trading; the halt will remain until required documentation and approvals are received, with no guarantee of timing.

Notable Quotes

(No direct quotes were provided in the release.)