File: '\\swfile\EmailIn\20240510 062424 Attachment News Release - SmartWell Share Exchange Agreement (May 10 2024).docx'

- 2 -

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES

OR TO U.S. NEWS AGENCIES

INCEPTUS CAPITAL LTD.

530, 355 Burrard Street

Vancouver, BC V6C 2G8

FOR IMMEDIATE RELEASE TSX-V:ICI.P

INCEPTUS CAPITAL LTD. PROVIDES UPDATE ON PROPOSED QUALIFYING TRANSACTION WITH SMARTWELL TECHNOLOGY INC.

Vancouver, British Columbia - May 10, 2024 - Inceptus Capital Ltd. ("Inceptus Capital" or the "Company") announces that further to its news release dated March 7, 2024, the Company has filed with the applicable securities commissions, a preliminary prospectus and supporting documentation pursuant to the terms of the share exchange agreement dated effective February 5, 2024, (the "Share Exchange Agreement") entered into with Smartwell Technology Inc. ("Smartwell"). The Company is working through comments received from the regulators in connection with the preliminary prospectus filing. The acquisition is intended to serve as the Company's Qualifying Transaction, as defined in and pursuant to, the policies of the TSX Venture Exchange.

Closing of the acquisition will be subject to regulatory approval and other customary closing conditions.

About Smartwell Technology Inc.

Smartwell is a technology company focused in the realm of intelligent algorithms employed in large agriculture. It provides Controlled Environment Agriculture (CEA) solutions for high value added planters that benefits both growers and financial institutions. The solutions provide intelligent, efficient and environmentally friendly results.

Employing the use of satellite remote sensors, unmanned aerial vehicles and Agriculture IOT, data is analyzed to provide optimum information for factors affecting all crop dynamics including crop identification, crop area, crop growth, yield estimates, pest control, soil dynamics, meteorological variables and predictive forecasting.

Clients served are large agricultural enterprises and insurance companies both private and government owned.

For additional information, please contact:

Peter Chen, President, Chief Executive Officer, and Director

Telephone: (604) 771-7998

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: Attachment News Release - SmartWell Share Exchange Agreement (May 10 2024).pdf

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES

INCEPTUS CAPITAL LTD. 530, 355 Burrard Street Vancouver, BC V6C 2G8

FOR IMMEDIATE RELEASE TSX-V:ICI.P

INCEPTUS CAPITAL LTD. PROVIDES UPDATE ON PROPOSED QUALIFYING TRANSACTION WITH SMARTWELL TECHNOLOGY INC.

Vancouver, British Columbia May 10, 2024 Inceptus Capital Ltd. ("Inceptus Capital" or the "Company") announces that further to its news release dated March 7, 2024, the Company has filed with the applicable securities commissions, a preliminary prospectus and supporting documentation pursuant to the terms of the share exchange agreement dated effective February 5, 2024, (the "Share Exchange Agreement") entered into with Smartwell Technology Inc. ("Smartwell"). The Company is working through comments received from the regulators in connection with the preliminary prospectus filing. The acquisition is intended to serve as the Company's Qualifying Transaction, as defined in and pursuant to, the policies of the TSX Venture Exchange.

Closing of the acquisition will be subject to regulatory approval and other customary closing conditions.

About Smartwell Technology Inc.

Smartwell is a technology company focused in the realm of intelligent algorithms employed in large agriculture. It provides Controlled Environment Agriculture (CEA) solutions for high value added planters that benefits both growers and financial institutions. The solutions provide intelligent, efficient and environmentally friendly results.

Employing the use of satellite remote sensors, unmanned aerial vehicles and Agriculture IOT, data is analyzed to provide optimum information for factors affecting all crop dynamics including crop identification, crop area, crop growth, yield estimates, pest control, soil dynamics, meteorological variables and predictive forecasting.

Clients served are large agricultural enterprises and insurance companies both private and government owned.

For additional information, please contact:

Peter Chen, President, Chief Executive Officer, and Director Telephone: (604) 771-7998 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. - 2 -

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.