Mr. Peter Chen reports

INCEPTUS CAPITAL ANNOUNCES CLOSING OF QUALIFYING TRANSACTION

Inceptus Capital Ltd. has completed the previously announced qualifying transaction involving the acquisition of Smartwell Innovations Inc. (formerly Smartwell Technology Inc.), as disclosed in its news release dated June 9, 2022, and its subsequent news releases on March 24 and June 4, 2026. As part of the qualifying transaction, Smartwell raised $3-million and no funds were raised pursuant to the company's prospectus dated March 2, 2026. As a result of the closing, the company will be listed as a Tier 2 industrial company on the TSX Venture Exchange.

On the completion of the qualifying transaction, the company issued 112.73 million common shares pursuant to the share exchange agreement, of which 66,452,784 common shares will be held in escrow, with 10 per cent released on the final exchange bulletin date and 15 per cent on each of the six-, 12-, 18-, 24-, 30- and 36-month anniversaries. In addition, 23,997,216 common shares of the company will be subject to seed share resale restrictions, with 20 per cent released on the final exchange bulletin date and 20 per cent at the three-, six-, nine- and 12-month anniversaries. The company also issued 15 million warrants, each exercisable into one common share at an exercise price of 50 cents for a period of 24 months, and granted 4.4 million options exercisable at 20 cents for five years to directors, officers and consultants.

The directors and officers of the company are:

• Yang He -- director and chief executive officer;
• Peter Chen -- chief financial officer;
• Tony Chan -- president;
• Zhongyi Li -- chief technology officer;
• David Toyoda -- director;
• Chris Twells -- director;
• Paul Arnison -- director;
• Ian Mallmann -- director.

Mr. Chan will not remain on the board at closing because the company is currently limited to five directors following its recent annual general meeting, but he remains president and is expected to be nominated for election as a director at the next AGM.

Concurrently with the completion of the qualifying transaction, the company changed its name to Smartwell Technology Corp., with the symbol SMWE and new CUSIP number 83208H108 and ISIN (international securities identification number) CA8320H1082.

About Smartwell Innovations Inc.

Smartwell is a British Columbia-registered, AI-powered (artificial intelligence) 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, which 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.

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