Digicann Ventures Announces Proposed Reverse Takeover Transaction with Winning Asia Technology Macau Limited

Executive Summary

• Digicann Ventures Inc. has entered into a non-binding Letter of Intent to complete a business combination/reverse takeover with Winning Asia Technology Macau Limited (WAT).
• The proposed transaction includes a 25:1 share consolidation, settlement of approximately $1M in convertible debentures and accounts payable via equity, and WAT shareholders will hold ~72% ownership in the resulting issuer.
• Completion is contingent on due diligence, definitive agreements, shareholder and regulatory/CSE approvals, and satisfaction of listing requirements.

Key Details

• Transaction Structure: Non-binding LOI dated May 29, 2026, for a business combination expected to constitute a reverse takeover under CSE policies.
• Counterparty: Winning Asia Technology Macau Limited ("WAT"), a Macau-based developer of gaming management systems and AI-powered robotic security solutions.
• Share Consolidation: 25 pre-consolidation common shares for 1 post-consolidation common share, subject to shareholder and regulatory approval.
• Liability Settlement: Conversion of ~$1,000,000 principal amount of outstanding convertible debentures plus accrued interest into Resulting Issuer shares, alongside settlement of accounts payable and accrued obligations via share issuance.
• Post-Transaction Ownership: WAT shareholders to own approximately 72% of the issued and outstanding shares of the Resulting Issuer immediately following closing (prior to any concurrent financing).
• Conditions Precedent: Satisfactory due diligence, negotiation and execution of a definitive agreement, receipt of shareholder, regulatory, and CSE approvals, completion of the share consolidation, and satisfaction of CSE listing requirements.
• Status & Risk: Transaction is non-binding with no assurance of completion; final structure subject to tax, corporate, securities law, and regulatory considerations.