Wittering target Grafta arranges $2-million financing

Executive Summary

• Wittering Capital Corp. (WCC) entered a non‑binding LOI to acquire all securities of Grafta Nanotech Inc., intending the deal to serve as its TSX‑V qualifying transaction and to list the combined entity as a Tier 2 industrial issuer.
• Concurrently, Grafta will conduct a private placement of subscription receipts for up to $2 million at C$0.30 per receipt, convertible into units (one post‑consolidation common share + ½ warrant) upon closing of the transaction.
• An amendment to the LOI provides that WCC will complete a one‑new‑for‑two‑old share consolidation before the transaction closes, issuing one post‑consolidation WCC share for each Grafta share held.

Key Details

• Transaction Structure: Share exchange/amalgamation or other business combination as determined by parties; intended to satisfy TSX‑V Policy 2.4 qualifying‑transaction requirement.
• Private Placement Terms:
• Gross proceeds target: up to $2 million (or alternative amount).
• Price per subscription receipt: C$0.30.
• Subscription receipts automatically convert into one unit (1 post‑consolidation common share + ½ warrant) immediately before closing, subject to escrow release conditions.
• Warrant Terms: Each resulting issuer warrant allows purchase of one share at C$0.50 for 18 months after escrow conditions are satisfied. Warrants may expire early if the volume‑weighted average price ≥ C$1.00 for 10 consecutive trading days, with notice given by press release.
• Escrow / Refund Conditions: If escrow release conditions aren’t met by 120 days post‑closing, or the transaction is terminated, subscription receipt holders receive a refund of their purchase price plus pro‑rated interest/income; Grafta remains liable for any shortfall.
• Closing Timeline: Expected closing of private placement on or about Dec. 15 2025, subject to change.
• Share Consolidation Amendment: Prior to transaction completion, WCC will consolidate its shares on a one‑new‑for‑two‑old basis; post‑consolidation WCC shares will be issued to Grafta shareholders at a 1:1 ratio (one WCC share per Grafta share).
• Eligibility of Investors: Offering open to Canadian investors (private placement), U.S. investors under applicable exemptions, and other non‑Canadian/U.S. investors where permissible; no prospectus required in foreign jurisdictions.
• Statutory Hold Period: Securities issued upon conversion will not be subject to a statutory hold period in Canada.

Notable Quotes

(No direct quotes were provided in the release.)