Mr. Peter Chen reports

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

Further to Inceptus Capital Ltd.'s news releases dated March 7, 2024, and May 10, 2024, the company continues to work through comments received from the regulators in connection with the preliminary prospectus filing related to the acquisition by the company of Smartwell Technology Inc. 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.

The company also reports that the China Securities Regulatory Commission approved Research Capital Corp.'s (RCC) filing to engage in the brokerage business in China, which includes RCC's involvement as the agent for the company in the acquisition of Smartwell.

We seek Safe Harbor.