Wittering signs LOI to acquire Grafta Nanotech as QT

Executive Summary

• Wittering Capital Corp. (WCC) has entered a non‑binding Letter of Intent to acquire all issued and outstanding securities of Grafta Nanotech Inc. (GNI) via share exchange or amalgamation.
• The transaction would be executed on a 2 WCC shares for each 1 GNI share basis, making GNI a wholly‑owned subsidiary and potentially qualifying WCC for Tier 2 TSX‑V listing.
• Trading of WCC’s shares has been halted pending TSX‑V review; the parties aim to finalize a definitive agreement by 30 Nov 2025 and anticipate concurrent financing (terms not yet disclosed).

Key Details

• Transaction Structure: Non‑binding LOI dated 27 Oct 2025; acquisition of all GNI securities via share exchange, amalgamation or other business combination.
• Exchange Ratio: 2 WCC common shares for each 1 GNI common share at closing.
• Current Share Capital (WCC): 7,000,000 common shares outstanding; 700,000 stock options @ C$0.10; 180,000 warrants @ C$0.10.
• Ownership Stakes: Directors Dain Currie and Toby Pierce hold 12.4 % of WCC’s fully‑diluted shares; they own 1.4 % (Currie) and 2.9 % (Pierce) of GNI’s fully‑diluted shares.
• Regulatory Conditions: Transaction must be approved by TSX‑V and other regulators; not a non‑arm’s‑length qualifying transaction under TSX‑V Policy 2.4. No shareholder meeting currently anticipated.
• Financing: Parties intend to arrange concurrent financing; terms to be disclosed in a future release.
• Post‑Closing Structure: GNI to become a wholly‑owned subsidiary of WCC; potential name change to “Grafta Nanotech Inc.” or alternative chosen by GNI.
• Sponsorship Waiver: Company will apply for a waiver from TSX‑V sponsorship requirements; no guarantee of approval.
• Trading Halt: Shares halted per TSX‑V policy pending review and regulatory filings; may remain halted until transaction closes.
• Management of Resulting Issuer (Proposed):
• Mark Bentsen – Proposed CEO & Director
• Doug Keast – Proposed CFO & Corporate Secretary
• Dain Currie – Proposed Director
• GNI Business Overview: Develops proprietary synthetic graphene (“Grafta”) for wastewater remediation in industrial, energy and mining sectors; 64,540,439 GNI shares outstanding; no controlling shareholder.

Notable Quotes

(No direct quotes were provided in the release.)