File: '\\swfile\EmailIn\20260807 125059 Attachment 131. Grafta Wittering Closing News Release - RTO (August 2026).docx'

CAN: 62371788.4

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CAN: 62371788.4

CAN: 62371788.4

Not for distribution to United States newswire services or for dissemination in the United States

PRESS RELEASE

For Release August 7,2026

GRAFTA NANOTECH CORP. ANNOUNCES COMPLETION OF QUALIFYING TRANSACTION

Vancouver, British Columbia - August 7, 2026 - Grafta Nanotech Corp. (formerly capital pool company Wittering Capital Corp.) (the "Company") (TSXV: GFTA) is pleased to announce that, further to its comprehensive news release dated July 21, 2026, it has completed the acquisition (the "Qualifying Transaction") of all of the issued and outstanding securities of Grafta Nanotech Inc. ("GNI") constituting its "Qualifying Transaction" (within the meaning of Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "Exchange")). Prior to the completion of the Qualifying Transaction, the Company effected a consolidation (the "Consolidation") of its outstanding common shares (the "Common Shares") on the basis of one post-Consolidation Common Share for every two pre-Consolidation Common Shares and changed its name from "Wittering Capital Corp." to "Grafta Nanotech Corp." (the "Name Change").

Summary of the Qualifying Transaction

The Qualifying Transaction was completed by way of a three-cornered amalgamation pursuant to the Business Corporations Act (Alberta) (the "ABCA"), whereby, among other things: (a) GNI amalgamated (the "Amalgamation") with 2794296 Alberta Ltd. ("Subco"), a wholly-owned subsidiary of the Company incorporated for the purposes of the Amalgamation; and (b) all of the common shares of GNI (each, a "GNI Share") outstanding immediately prior to the Amalgamation were cancelled and, in consideration therefor, the holders thereof received post-Consolidation common shares of the Company (each, a "Resulting Issuer Share") on the basis of one GNI Share for one Resulting Issuer Share (the "Exchange Ratio").

Following completion of the Qualifying Transaction, there are 78,417,106 Resulting Issuer Shares outstanding, of which 73,417,106 Resulting Issuer Shares, representing approximately 94% of the currently issued and outstanding Resulting Issuer Shares, are held by the former GNI shareholders.

Resumption of Trading

In connection with the completion of the Qualifying Transaction, the Resulting Issuer Shares are listed on the Exchange under the ticker symbol "GFTA". It is anticipated that trading of the Resulting Issuer Shares under the new ticker symbol will commence on or about August 11, 2026.

Board of Directors and Executive Management

Immediately following completion of the Qualifying Transaction, the following individuals comprise the officers and directors of the Company:

*bullet* Mark Bentsen - Chief Executive Officer and Director

*bullet* Douglas Keast - Chief Financial Officer and Corporate Secretary

*bullet* Edwin Safari - VP Technology

*bullet* Dain Currie - Director

*bullet* Matt Colucci - Director

Concurrent Financings

In connection with the Qualifying Transaction, GNI completed a multi-tranche private placement of an aggregate 9,220,000 subscription receipts (each a "Subscription Receipt") at a price of $0.20 per Subscription Receipt for aggregate gross proceeds of $1,844,000 (the "GNI Placement").

Concurrently with the closing of the Qualifying Transaction, each Subscription Receipt was converted into units of the Resulting Issuer consisting of one Resulting Issuer Share and one-half of one common share purchase warrant (each whole warrant a "Warrant"). Each Warrant entitles the holder thereof to acquire one Resulting Issuer Share at an exercise price of $0.40 per share until February [5], 2028, provided that in the event that the daily volume weighted average price of the Resulting Issuer Shares on the TSXV is at least $1.00 for a minimum of 10 consecutive trading days (whether or not trading occurs on all such days), the Company may, in its sole discretion, provide notice to the holder of the Warrants or issue a news release following which the exercise period will be reduced to ten (10) days (the "Acceleration Clause").

The Resulting Issuer Shares and Warrants issuable upon conversion of the Subscription Receipts are not subject to any hold period.

In connection with the GNI Placement, GNI paid aggregate cash finders fees of $41,265 and issued an aggregate of 206,325 non-transferable finder's warrants (each a "Finder's Warrant"). The Finder's Warrants entitle the holders thereof to acquire one Resulting Issuer Share at a price of $0.40 per Resulting Issuer Share for a period of 18 months following applicable closing of the GNI Placement, subject to the Acceleration Clause.

Immediately following the closing of the Qualifying Transaction, the Company completed a private placement of 1,500,000 units (each a "Unit") at a price of $0.20 per Unit raising aggregate gross proceeds of $300,000 (the "Company Placement" and together with the GNI Placement, the "Placements"). Each Unit comprised one Resulting Issuer Share and one half of one Warrant, on the same terms as the Warrants issued under the GNI Placement.

All of the securities issuable pursuant to the Company Placement are subject to a statutory four month hold period expiring on December 6, 2026.

The net proceeds of the Placements will be used for the further development of the Company's business and for general working capital purposes all as further outlined in the Filing Statement (as defined below).

Escrow

An aggregate of 35,892,740 Resulting Issuer Shares are subject to escrow pursuant to Exchange Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions (the "Escrow Policy") under a Tier 2 Escrow Agreement entered into concurrently with completion of the Qualifying Transaction, whereby 10% of such securities shall be released from escrow on the issuance of the Final Exchange Bulletin and 15% shall be released on each of the dates that are 6, 12, 18, 24, 30, and 36 months following the Final Exchange Bulletin. An additional 2,000,000 Resulting Issuer Shares remain subject to escrow pursuant to the CPC Escrow Agreement. An aggregate of 6,830,000 Resulting Issuer Shares held by non-Principal shareholders are subject to Seed Share Resale Restrictions pursuant to the Escrow Policy.

Early Warning Disclosure Pursuant to National Instrument 62-103

In connection with the Qualifying Transaction, Mark Bentsen, of Calgary, Alberta, acquired ownership, control or direction over Resulting Issuer Shares requiring disclosure pursuant to the early warning requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Mr. Bentsen holds 13,275,074 Resulting Issuer Shares following completion of the Qualifying Transaction, which accounts for approximately 16.93% of the outstanding Resulting Issuer Shares on a non-diluted basis. 1,200,000 of the Resulting Issuer Shares held by Mr. Bentsen are held through 1871055 Alberta Ltd., a private company controlled by Mr. Bentsen. Mr. Bentsen acquired the Resulting Issuer Shares in connection with the Qualifying Transaction for investment purposes. Mr. Bentsen does not have any current intentions to increase or decrease his beneficial ownership or control or direction over any additional securities of the Company. Mr. Bentsen may, from time to time and depending on market and other conditions, acquire additional Resulting Issuer Shares through market transactions, private agreements, treasury issuances, exercise of options, convertible securities or otherwise, or may sell all or some portion of the Resulting Issuer Shares he owns or controls (upon release of the securities from escrow, or otherwise in accordance with the terms of the escrow restrictions and in accordance with applicable Canadian securities laws), or may continue to hold such securities.

In connection with the Qualifying Transaction, Comnipex Corporation, of Markham, Ontario, acquired ownership, control or direction over Resulting Issuer Shares requiring disclosure pursuant to the early warning requirements of applicable securities laws.

Comnipex Corporation holds 8,000,000 Resulting Issuer Shares following completion of the Qualifying Transaction, which accounts for approximately 10.20% of the outstanding Resulting Issuer Shares on a non-diluted basis. Comnipex Corporation is a private company controlled by Edwin Safari, VP Technology of the Company. Comnipex Corporation acquired the Resulting Issuer Shares in connection with the Qualifying Transaction for investment purposes. Comnipex Corporation does not have any current intentions to increase or decrease its beneficial ownership or control or direction over any additional securities of the Company. Comnipex Corporation may, from time to time and depending on market and other conditions, acquire additional Resulting Issuer Shares through market transactions, private agreements, treasury issuances, exercise of options, convertible securities or otherwise, or may sell all or some portion of the Resulting Issuer Shares it owns or controls (upon release of the securities from escrow, or otherwise in accordance with the terms of the escrow restrictions and in accordance with applicable Canadian securities laws), or may continue to hold such securities.

In connection with the Qualifying Transaction, PillarFour Capital Partners Inc., of Calgary, Alberta, acquired ownership, control or direction over Resulting Issuer Shares requiring disclosure pursuant to the early warning requirements of applicable securities laws.

PillarFour Capital Partners Inc. holds 12,453,333 Resulting Issuer Shares following completion of the Qualifying Transaction, which accounts for approximately 15.88% of the outstanding Resulting Issuer Shares on a non-diluted basis. PillarFour Capital Partners Inc. acquired the Resulting Issuer Shares in connection with the Qualifying Transaction for investment purposes. PillarFour Capital Partners Inc. does not have any current intentions to increase or decrease its beneficial ownership or control or direction over any additional securities of the Company. PillarFour Capital Partners Inc. may, from time to time and depending on market and other conditions, acquire additional Resulting Issuer Shares through market transactions, private agreements, treasury issuances, exercise of options, convertible securities or otherwise, or may sell all or some portion of the Resulting Issuer Shares it owns or controls (upon release of the securities from escrow, or otherwise in accordance with the terms of the escrow restrictions and in accordance with applicable Canadian securities laws), or may continue to hold such securities.

Early warning reports will be filed by each of the foregoing persons and will be available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Additional Information

For further information regarding the Qualifying Transaction and the Company, please see the filing statement of the Company dated July 27, 2026 (the "Filing Statement") which was prepared in accordance with the requirements of the Exchange and filed under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

For more information, please contact:

Mark Bentsen

CEO, Grafta Nanotech Corp.

E-mail: mbentsen@grafta.tech

Tel: +1 (833) 847-2382

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

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Cautionary Statement Regarding Forward-Looking Information

This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results "may", "could", "would", "might" or "will" (or other variations of the foregoing) be taken, occur, be achieved, or come to pass. Forward-looking information includes information regarding the anticipated commencement of trading of the Resulting Issuer Shares, the intended use of proceeds from the Placements, the business plans and expectations of the Company and expectations for other economic, business, and/or competitive factors. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involves known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to the Company including information obtained from third-party industry analysts and other third-party sources, and are based on management's current expectations or beliefs regarding, among other things: the timing of the commencement of trading of the Resulting Issuer Shares; that the Company will use the proceeds from the Placements as currently anticipated; and that no events will occur that would delay or prevent the foregoing. Any and all forward-looking information contained in this news release is expressly qualified by this cautionary statement. Investors are cautioned that forward-looking information is not based on historical facts but instead reflects management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this news release and, other than as required by law, the Company disclaims any obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.