Digicann Ventures Provides Update Regarding Proposed RTO Transaction

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VANCOUVER, British Columbia, April 22, 2025 (GLOBE NEWSWIRE) —  Digicann Ventures Ltd. (“Digicann” or the “Company”) (CSE: DCNN) (OTCPK: AGFAF), a company focused on opportunities within and outside of the cannabis industry, hereby provides an update regarding the proposed reverse take-over (the “RTO”) of Digicann by Arizona-based 3Win Corp. (“3Win”) (the “Proposed Transaction”). In consideration of the recent market volatility, which has created increased uncertainty and a challenging environment for capital markets activity, 3Win has elected to postpone the Proposed Transaction to the second half of 2025. This decision also reflects the impact of depressed public issuer valuations within the cannabis sector, which may not currently reflect the underlying fundamentals or future potential of 3Win’s business.

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In addition, both parties have agreed that a delay will provide further time to refine strategic objectives, strengthen operational readiness, and explore additional opportunities that may enhance shareholder value and support a more favourable market reception upon closing. Digicann and 3Win remain committed to completing the Proposed Transaction and believe the adjusted timeline will better position the combined entity for long-term success.

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Shareholder Meeting

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As a result of the updated RTO timeline, Digicann must wait to call a special shareholder meeting to consider the Proposed Transaction and related matters. The Proposed Transaction will require the following approvals from shareholders of the Company: (i) at least two-thirds (66 2/3%) of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the shareholder meeting, or (ii) a simple majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the shareholder meeting, excluding votes of interested and related parties.

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Conditions & Cautions

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Completion of the Proposed Transaction is subject to a number of conditions precedent, including but not limited to, Digicann having a minimum amount of cash at closing of the Proposed Transaction, as well as receipt of all required shareholder, regulatory, and other approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

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None of the Digicann shares to be issued in connection with the Proposed Transaction have been, or will be, registered under the United States Securities Act of 1933, as amended (the “1933 Act“), or any state securities laws, and may not be offered or sold within the United States or to any U.S. Person (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from such registration is available.

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This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities of Digicann in any jurisdiction where such offer or solicitation would be unlawful, including the United States.

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