Digicann, 3Win cancel business combination

Executive Summary

• Digicann Ventures Ltd. mutually terminated its business combination agreement with 3Win Corp. and D-3 Merger Sub Inc., following 3Win's decision to remain a private company.
• As part of the settlement, 3Win agreed to cancel a $75,000 promissory note owed by Digicann and pay a $100,000 settlement amount in three installments.
• Digicann is working with the Canadian Securities Exchange (CSE) to resume trading, which has been halted, though no assurance of resumption is provided.

Key Details

• Termination Agreement: Entered into on Oct. 22, 2025, to mutually terminate the business combination agreement dated Sept. 27, 2024, as amended.
• Settlement Consideration:
  • 3Win forgave and cancelled a previously issued promissory note payable by Digicann in the amount of $75,000.
  • 3Win agreed to pay a settlement amount of $100,000, payable in three installments (the first installment was recently received by Digicann).
  • Full and final mutual release of all claims arising from the terminated agreement.
• Corporate Structure: D-3 Merger Sub, a wholly owned subsidiary of Digicann formed for the transaction, will be dissolved, with all related dissolution costs borne by 3Win.
• Trading Status: Trading of Digicann's common shares on the CSE remains halted. The company is submitting required documentation and approvals to regulatory bodies for resumption, but there is no assurance trading will resume or the specific timing.
• Future Strategy: The board remains committed to identifying and executing another qualifying business combination or reverse takeover transaction on a best-effort basis.

Notable Quotes

• "The company's board of directors remains committed to identifying and executing on another qualifying business combination or reverse takeover transaction on a best effort basis as soon as practicable, with the objective of creating value for Digicann shareholders and stakeholders."