WITTERING CAPITAL ANNOUNCES TSXV CONDITIONAL APPROVAL AND FILING OF FILING STATEMENT FOR QUALIFYING TRANSACTION

Wittering Capital (TSX:WITT.P)

VANCOUVER, BRITISH COLUMBIA, CANADA, July 27, 2026 /EINPresswire.com/ -- Wittering Capital Corp. (TSXV: WITT.P) (“Wittering” or the “Company”), a capital pool company pursuant to Policy 2.4 (“Policy 2.4”) of the TSX Venture Exchange (the “TSXV”), announces that further to its press releases dated October 29, 2025 and July 21, 2025, it has received conditional acceptance from the TSXV for the closing of its proposed acquisition of Grafta Nanotech Inc. (“Grafta” or “GNI”), which transaction (the “Transaction”) is intended to constitute the Company’s Qualifying Transaction (within the meaning of Policy 2.4).

The Company has filed a filing statement dated effective July 27, 2026 (the “Filing Statement”) with the TSXV and under WITT’s profile on SEDAR+ at www.sedarplus.ca, which describes the Transaction.

As previously announced, Wittering and Grafta entered into a definitive amalgamation agreement dated July 10, 2026 (the “Amalgamation Agreement”). Under the Amalgamation Agreement, Wittering and Grafta will complete a three-cornered amalgamation whereby 2794296 Alberta Ltd., a wholly-owned subsidiary of the Company formed for such purpose, will amalgamate with Grafta to form a new amalgamated company.

In connection with the Transaction, the Company intends to change its name to "Grafta Nanotech Corp." . It is anticipated that the resulting issuer following completion of the Transaction will be listed as a Tier 2 Industrial issuer on the TSXV with a trading symbol of “GFTA”, subject to requisite regulatory approvals.

The Transaction is subject to a number of terms and conditions as set forth in the Amalgamation Agreement and including the completion of a private placement by Wittering, and the final approval of the TSXV and other applicable regulatory authorities.

The Transaction is not subject to approval by the shareholders of Wittering under applicable TSXV policies or otherwise. Grafta shareholders approved the Transaction pursuant to the Business Corporations Act (Alberta) on July 23, 2026.

Closing Date

Assuming all conditions for closing are satisfied, closing of the Transaction is expected to occur on or about August 7, 2026, or such other date as the Company and Grafta may determine.

Trading Halt

Trading in the Company’s shares has been halted in accordance with TSXV policies and will remain halted pending TSXV review of the Transaction, completion of various regulatory filings with the TSXV in connection therewith, and satisfaction of other conditions of the TSXV for the resumption of trading. Trading in the Company’s shares may not resume before closing of the Transaction.

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.

Reader Advisories

All information provided in this news release relating to Grafta and the proposed officers and directors has been provided by management of Grafta and has not been independently verified by management of Wittering.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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 TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.

Cautionary Statement Regarding Forward-Looking Information

This news release contains “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer’s business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer’s prospective financial performance or financial position. The Company and Grafta have made certain material assumptions to develop the forward-looking information in this news release. There can be no assurance that such statements 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 statements. Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; the ability of the Company or Grafta to complete the Proposed Transaction on the terms disclosed in this news release, or at all; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction; the potential impact of the announcement or consummation of the Proposed Transaction; reliance on key and qualified personnel; regulatory and other risks associated with the graphene industry in general; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws as well as those risk factors discussed or referred to in disclosure documents filed by the Company with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca. The foregoing list of material risk factors and assumptions is not exhaustive. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this news release is made as of the date of this news release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other

Toby Pierce
Wittering Capital
toby@burntridge.com

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