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Wangton Capital Corp (3)
Symbol WT
Shares Issued 24,415,083
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Wangton, Tonisity in talks with potential investors

2024-03-09 05:04 ET - News Release

Subject: Wangton Capital Word Document

File: '\\swfile\EmailIn\20240308 202523 Attachment Wangton - News Release (QT Update March 2024).docx'

LEGAL_43401111.1

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

WANGTON CAPITAL PROVIDES FURTHER UPDATE ON

QUALIFYING TRANSACTION WITH TONISITY, AN ANIMAL HEALTH AND NUTRITION COMPANY

Vancouver, British Columbia (March 8, 2024) - Wangton Capital Corp. ("Wangton" or the "Company") (NEX: WT.H), a capital pool company listed on the NEX board of the TSX Venture Exchange (the "Exchange"), is pleased to provide an update with respect to its proposed qualifying transaction with Kalmarna Limited ("Tonisity BVI"), pursuant to which the Company previously announced that it would acquire all of the issued and outstanding securities of Tonisity BVI as its qualifying transaction pursuant to the policies of the Exchange (the "Transaction"). The Company and Tonisity BVI are continuing to pursue the Transaction and discussions with potential investors are ongoing.

Tonisity BVI is in the process of completing an internal reorganization, pursuant to which the intellectual property and other assets of Tonisity BVI will be transferred to its wholly-owned subsidiary, Tonisity International, a company organized under the laws of Ireland ("Tonisity International"), and Tonisity BVI will be wound up. The restructuring of the business under Tonisity International is intended to create a more favourable investment structure for European investors. Under the revised structure, the Company intends to acquire the securities of Tonisity International pursuant to the Transaction.

About Tonisity

Tonisity is an animal health and nutrition company based in Ireland that is currently focusing its patented technology in two specific markets: (1) isotonic products for the enhancement of swine production; and (2) novel companion animal nutrition products. Tonisity is focused on creating positive physiological changes by addressing the issue of intestinal health of young animals, thus improving their overall health, leading to better lifetime performance. With respect to novel companion animal products, Tonisity is poised to become the first mover and market leader in a targeted nutrition approach for pets - which is a rapidly growing market across the globe. For more information on Tonisity's business, visit www.tonisity.com and www.doggyrade.com.

ON BEHALF OF THE BOARD

"Tag Gill"

Tag Gill

CFO

Phone: 778-989-4999

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 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 release includes forward- -looking statements regarding Wangton, Tonisity, and their respective businesses. Such statements are based on the current expectations of the management of each entity. The forward---looking events and circumstances discussed in this release, including the particulars and completion of the Transaction may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding economic factors and the equity markets generally. No forward- - looking statement can be guaranteed. Except as required by applicable securities laws, forward- -looking statements speak only as of the date on which they are made and Wangton and Tonisity undertake no obligation to publicly update or revise any forward- -looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities noted in the Bridge Financing or Concurrent Financing (as such terms are defined in the Announcement) in the United States. These 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.

PDF Document

File: Attachment Wangton News Release (QT Update March 2024).pdf

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

WANGTON CAPITAL PROVIDES FURTHER UPDATE ON QUALIFYING TRANSACTION WITH TONISITY, AN ANIMAL HEALTH AND

NUTRITION COMPANY

Vancouver, British Columbia (March 8, 2024) Wangton Capital Corp. ("Wangton" or the "Company") (NEX: WT.H), a capital pool company listed on the NEX board of the TSX Venture Exchange (the "Exchange"), is pleased to provide an update with respect to its proposed qualifying transaction with Kalmarna Limited ("Tonisity BVI"), pursuant to which the Company previously announced that it would acquire all of the issued and outstanding securities of Tonisity BVI as its qualifying transaction pursuant to the policies of the Exchange (the "Transaction"). The Company and Tonisity BVI are continuing to pursue the Transaction and discussions with potential investors are ongoing.

Tonisity BVI is in the process of completing an internal reorganization, pursuant to which the intellectual property and other assets of Tonisity BVI will be transferred to its wholly-owned subsidiary, Tonisity International, a company organized under the laws of Ireland ("Tonisity International"), and Tonisity BVI will be wound up. The restructuring of the business under Tonisity International is intended to create a more favourable investment structure for European investors. Under the revised structure, the Company intends to acquire the securities of Tonisity International pursuant to the Transaction.

About Tonisity

Tonisity is an animal health and nutrition company based in Ireland that is currently focusing its patented technology in two specific markets: (1) isotonic products for the enhancement of swine production; and (2) novel companion animal nutrition products. Tonisity is focused on creating positive physiological changes by addressing the issue of intestinal health of young animals, thus improving their overall health, leading to better lifetime performance. With respect to novel companion animal products, Tonisity is poised to become the first mover and market leader in a targeted nutrition approach for pets which is a rapidly growing market across the globe. For more information on Tonisity's business, visit www.tonisity.com and www.doggyrade.com.

ON BEHALF OF THE BOARD

"Tag Gill"

Tag Gill CFO Phone: 778-989-4999

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

LEGAL_43401111.1 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 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 release includes forward--looking statements regarding Wangton, Tonisity, and their respective businesses. Such statements are based on the current expectations of the management of each entity. The forward---looking events and circumstances discussed in this release, including the particulars and completion of the Transaction may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding economic factors and the equity markets generally. No forward-- looking statement can be guaranteed. Except as required by applicable securities laws, forward--looking statements speak only as of the date on which they are made and Wangton and Tonisity undertake no obligation to publicly update or revise any forward--looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities noted in the Bridge Financing or Concurrent Financing (as such terms are defined in the Announcement) in the United States. These 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.

LEGAL_43401111.1

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