File: Attachment Inceptus news release - change in financing structure (June 2026) - FINAL.pdf

FOR IMMEDIATE RELEASE TSX-V:ICI.P

INCEPTUS CAPITAL ANNOUNCES CHANGE IN FINANCING STRUCTURE FOR PROPOSED QUALIFYING TRANSACTION WITH SMARTWELL TECHNOLOGIES

Vancouver, British Columbia June 4, 2026 Inceptus Capital Ltd. ("Inceptus Capital" or the "Company") announces that, following its announcement with respect to a qualifying transaction involving the acquisition (the "Acquisition") of Smartwell Technology Inc. ("Smartwell") on June 9, 2022, and its subsequent announcement on March 24, 2026 that the BC Securities Commission issued a receipt dated March 2, 2026 for the final prospectus (the "Prospectus") of the Company, the Company will be restructuring the terms of the Acquisition, specifically the terms of the financing in connection with the Acquisition. The 90 day distribution period under the Prospectus has lapsed effective June 2, 2026. Under the revised financing structure, Smartwell has completed a concurrent financing on a non-brokered basis for gross proceeds of $3 million, as opposed to $2.5 million as disclosed in the Prospectus.

Completion of the Acquisition is subject to the satisfaction of the conditions set out in the conditional acceptance issued by the TSX Venture Exchange, which has been extended until September 2, 2026.

About Smartwell Technology Inc.

Smartwell is a British Columbia registered AI-powered agricultural technology company with operations across China and North America, the world's two largest agricultural markets. Smartwell is built on a single core AI algorithmic engine, which is deployed across two application-specific platforms: the Controlled Environment Agriculture (CEA) System and the Yuntong System.

The CEA System provides solutions based on AI crop growth models for high value-added agriculture with an aim to provide intelligent, efficient and environmentally friendly results for its clients, who are growers, insurance corporations, financial institutions and other agricultural enterprises, both private and government-owned.

The Yuntong System employs satellite remote sensors, unmanned aerial vehicles and Agriculture IoT (Internet of Things) to analyze data employing proprietary artificial intelligence algorithms to provide relevant information affecting all relevant crop dynamics, including crop identification, crop area, crop growth, yield estimates, pest control, soil dynamics, meteorological variables and predictive forecasting.

For additional information, please contact: Peter Chen, President, Chief Executive Officer, and Director Email: peterchen@proterragroup.ca

Completion of the transaction is subject to a number of conditions, including, but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This news release contains certain statements that may be deemed "forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or realities may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

File: '\\swfile\EmailIn\20260604 114001 Attachment Inceptus news release - change in financing structure (June 2026) - FINAL.docx'

FOR IMMEDIATE RELEASE TSX-V:ICI.P

INCEPTUS CAPITAL ANNOUNCES CHANGE IN FINANCING STRUCTURE FOR PROPOSED QUALIFYING TRANSACTION WITH SMARTWELL TECHNOLOGIES

Vancouver, British Columbia - June 4, 2026 - Inceptus Capital Ltd. ("Inceptus Capital" or the "Company") announces that, following its announcement with respect to a qualifying transaction involving the acquisition (the "Acquisition") of Smartwell Technology Inc. ("Smartwell") on June 9, 2022, and its subsequent announcement on March 24, 2026 that the BC Securities Commission issued a receipt dated March 2, 2026 for the final prospectus (the "Prospectus") of the Company, the Company will be restructuring the terms of the Acquisition, specifically the terms of the financing in connection with the Acquisition. The 90 day distribution period under the Prospectus has lapsed effective June 2, 2026. Under the revised financing structure, Smartwell has completed a concurrent financing on a non-brokered basis for gross proceeds of $3 million, as opposed to $2.5 million as disclosed in the Prospectus.

Completion of the Acquisition is subject to the satisfaction of the conditions set out in the conditional acceptance issued by the TSX Venture Exchange, which has been extended until September 2, 2026.

About Smartwell Technology Inc.

Smartwell is a British Columbia-registered AI-powered agricultural technology company with operations across China and North America, the world's two largest agricultural markets. Smartwell is built on a single core AI algorithmic engine, which is deployed across two application-specific platforms: the Controlled Environment Agriculture (CEA) System and the Yuntong System.

The CEA System provides solutions based on AI crop growth models for high value-added agriculture with an aim to provide intelligent, efficient and environmentally friendly results for its clients, who are growers, insurance corporations, financial institutions and other agricultural enterprises, both private and government-owned.

The Yuntong System employs satellite remote sensors, unmanned aerial vehicles and Agriculture IoT (Internet of Things) to analyze data employing proprietary artificial intelligence algorithms to provide relevant information affecting all relevant crop dynamics, including crop identification, crop area, crop growth, yield estimates, pest control, soil dynamics, meteorological variables and predictive forecasting.

For additional information, please contact:

Peter Chen, President, Chief Executive Officer, and Director

Email: peterchen@proterragroup.ca

Completion of the transaction is subject to a number of conditions, including, but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This news release contains certain statements that may be deemed "forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or realities may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.