Digicann, 3Win cancel business combination

Ms. Fiona Fitzmaurice reports DIGICANN VENTURES AGREES TO MUTUAL TERMINATION OF BUSINESS COMBINATION AGREEMENT WITH 3WIN CORP. AND D-3 MERGER SUB, INC. On Oct. 22, 2025, Digicann Ventures Ltd. entered into a termination, settlement and release agreement with 3Win Corp. and D-3 Merger Sub Inc. to mutually terminate the business combination agreement dated Sept. 27, 2024, as amended. The mutual termination follows 3Win's decision to remain a private company at this time. Under the terms of the settlement agreement, each of Digicann and 3Win agreed to terminate the BCA and provide a full and final mutual release of all claims arising therefrom. In consideration for the release, 3Win has agreed to forgive and cancel the previously issued promissory note payable by Digicann in the amount of $75,000 and agreed to pay a settlement amount of $100,000, payable in three instalments, the first of which was recently received by Digicann. Additionally, D-3 Merger Sub, a wholly owned subsidiary of Digicann that was formed solely for the purposes of the proposed transaction, will be dissolved, with all related dissolution costs to be borne by 3Win. 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. In addition, the company is working with the Canadian Securities Exchange and other applicable regulatory bodies toward the resumption of trading in the company's common shares. The trading halt will remain in place until the required documentation and approvals have been submitted and accepted. There can be no assurance that trading will resume on the CSE as the timing and final decision remain at the discretion of the CSE and the other applicable regulatory bodies. About Digicann Ventures Inc. Digicann is a company focused on opportunities within and outside of the cannabis industry. We seek Safe Harbor.