Vancouver, British Columbia--(Newsfile Corp. - November 5, 2026) - Digicann Ventures Inc. (CSE: DCNN.X) ("Digicann" or the "Company") is pleased to announce that, further to its news release dated June 5, 2026, it has entered into a binding share exchange agreement (the "Definitive Agreement") dated October 31, 2026 and signed on November 4, 2026, with Winning Asia Technology Macau Limited ("WAT") and its shareholders, pursuant to which Digicann proposes to acquire all of the issued and outstanding shares of WAT (the "Transaction").

The proposed Transaction is expected to constitute a reverse takeover ("RTO") of Digicann under the policies of the Canadian Securities Exchange (the "CSE"). Upon completion, WAT will become a wholly-owned subsidiary of Digicann, and the resulting issuer (the "Resulting Issuer") will carry on the business of WAT, subject to receipt of all necessary shareholder and regulatory approvals, including approval of the CSE. All currency references herein are in Canadian dollars unless otherwise specified.

The Business Combination

Pursuant to the Definitive Agreement, Digicann will acquire all of the issued and outstanding shares of WAT in exchange for common shares of Digicann (the "Consideration Shares"). Immediately following completion of the proposed Transaction, and prior to any concurrent financing, the former shareholders of WAT will hold approximately 72% of the issued and outstanding common shares of the Resulting Issuer. An additional 11% will be issued to certain WAT service providers in satisfaction of contractual obligations, with the remaining approximately 17% attributable to existing Digicann shareholders and the settlement of certain outstanding securities and liabilities.

The proposed Transaction is subject to customary closing conditions, including completion of the proposed share consolidation, settlement of certain outstanding liabilities, receipt of necessary shareholder approvals, satisfaction of applicable CSE listing requirements and regulatory approvals. Any concurrent financing required by the CSE will be undertaken on a post-consolidation common share price basis.

About Winning Asia Technology Macau Limited

Founded in 2006 and headquartered in Macau SAR, WAT is a technology company specializing in advanced gaming management systems and electronic table gaming technologies for licensed gaming and amusement markets throughout the Asia-Pacific region.

WAT has also expanded into AI-powered robotic security systems designed to automate labour-intensive security functions and improve operational efficiency. Its business model combines equipment sales with recurring revenue opportunities through leasing and performance-sharing arrangements. Following completion of the proposed Transaction, the Resulting Issuer is expected to continue developing and commercializing WAT's existing technology platforms and related business opportunities.

Share Consolidation and Debt Settlements

In connection with the proposed Transaction, Digicann intends to consolidate its issued and outstanding common shares on the basis of twenty-five (25) pre-consolidation common shares for one (1) post-consolidation common share (the "Consolidation"), subject to applicable shareholder and regulatory approvals.

Prior to closing, the Company also intends to settle certain outstanding liabilities, including approximately $1,000,000 in principal amount of convertible debentures, together with accrued interest, and certain accounts payable and other obligations, through the issuance of common shares pursuant to settlement agreements.

Name Change

In connection with the proposed Transaction, and subject to applicable approvals, Digicann intends to change its name to "Auronexa Technologies Inc." or such other name as may be determined prior to closing. The trading symbol of the Resulting Issuer will be announced in due course.

Shareholder Meeting and Transaction Approvals

The Company intends to convene a meeting of its shareholders to seek approval of the proposed Transaction and related matters, including the Consolidation, proposed name change and certain other corporate actions contemplated by the Definitive Agreement.

The date of the shareholder meeting has not yet been determined and will be announced in a subsequent news release, together with the applicable record date and further information regarding the meeting and distribution of the Company's management information circular.

Completion of the proposed Transaction remains subject to a number of conditions precedent, including receipt of all necessary shareholder and regulatory approvals, final acceptance by the CSE, and satisfaction of the conditions set out in the Definitive Agreement. There can be no assurance that the proposed Transaction will be completed as proposed or at all.

Additional information regarding the proposed Transaction and the Resulting Issuer will be provided in subsequent news releases and the Company's disclosure documents, as required by applicable securities laws and CSE policies.

About Digicann Ventures Inc.

Digicann Ventures Inc. is a company focused on opportunities within and outside of the cannabis industry. For more information about Digicann Ventures Inc. please visit www.digicann.io and its profile page on SEDAR at www.sedarplus.ca.

The CSE and Information Service Provider have not reviewed and does not accept responsibility for the accuracy or adequacy of this release.

Forward-Looking Information Cautionary Statement

Except for statements of historic fact this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", and other similar words or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including but not limited to delays or uncertainties with regulatory approvals including that of the CSE. There are uncertainties inherent in forward-looking information including factors beyond the Company's control. There are no assurances that the business plans for Digicann Ventures Inc. described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company's filings with Canadian securities regulators which are available at www.sedarplus.ca.

SOURCE: Digicann Ventures Inc.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/322764