Digicann Agrees to Acquire WAT in Proposed Reverse Takeover

Digicann Ventures announced on November 5, 2026 that it had entered a definitive share exchange agreement to acquire all issued and outstanding shares of Winning Asia Technology Macau Limited, or WAT. The all-share transaction is expected to constitute a reverse takeover of Digicann under Canadian Securities Exchange policies, with former WAT shareholders holding approximately 72% of the resulting issuer before any concurrent financing.

The agreement was dated October 31, 2026 and signed November 4, 2026 by Digicann, WAT and WAT’s shareholders. If completed, WAT would become a wholly owned Digicann subsidiary, and the resulting issuer would carry on WAT’s business. The target’s described operations are in gaming and security technology, not cannabis. Digicann describes its own focus as opportunities within and outside the cannabis industry.

The definitive agreement follows a non-binding letter of intent dated May 29, 2026, announced on June 5, 2026. The earlier proposal contemplated a share exchange or similar transaction, but its final structure remained subject to tax, corporate, securities-law and regulatory considerations. Satisfactory due diligence and execution of a definitive agreement were also outstanding conditions. The new agreement moves the proposal onto binding terms without completing the acquisition.

What Digicann Would Acquire

Founded in 2006 and headquartered in Macau SAR, WAT specializes in advanced gaming-management systems and electronic table-gaming technologies for licensed gaming and amusement markets throughout Asia-Pacific. It has also expanded into AI-powered robotic security systems, which Digicann describes as designed to automate labour-intensive security functions and improve operational efficiency.

WAT’s business model combines equipment sales with recurring-revenue opportunities through leasing and performance-sharing arrangements. Following completion, the resulting issuer is expected to continue developing and commercializing WAT’s existing technology platforms and related business opportunities.

That operating plan helps explain the reverse-takeover characterization: Digicann would issue the acquisition shares, while WAT’s former owners would hold the majority and the resulting issuer would continue WAT’s business.

Ownership and Financial Restructuring

An additional 11% of the resulting issuer’s common shares would be issued to certain WAT service providers to satisfy contractual obligations. Approximately 17% would be attributable to existing Digicann shareholders and the settlement of certain outstanding securities and liabilities. All three ownership allocations apply immediately after completion and before any concurrent financing. Any concurrent financing required by the CSE would be undertaken on a post-consolidation common-share price basis.

Before closing, Digicann intends to settle outstanding liabilities through share issuance under settlement agreements. These include approximately C$1 million of convertible-debenture principal plus accrued interest, as well as certain accounts payable and other obligations.

Digicann also plans to consolidate its common shares at a ratio of 25 pre-consolidation shares for each post-consolidation share, subject to shareholder and regulatory approvals. Both the liability settlements and consolidation are among the closing conditions, making the transaction a restructuring of Digicann’s existing capitalization as well as an acquisition.

Approvals and Proposed Identity

Digicann intends to ask shareholders to approve the transaction, consolidation, proposed name change and other contemplated corporate actions. It also intends to change its name to Auronexa Technologies Inc., or another name determined before closing, subject to approvals. No shareholder meeting date has been determined.

Completion requires all necessary shareholder and regulatory approvals, final CSE acceptance, satisfaction of applicable listing requirements and the other conditions in the definitive agreement. There is no assurance that the transaction will close as proposed or at all.

The agreement establishes the proposed ownership, business and corporate identity, but whether that structure takes effect depends on the approval process and completion of the share and debt restructuring.