Smartwell Technology Inc. entered into a letter of intent to acquire Inceptus Capital Ltd. in a reverse merger transaction on January 17, 2022. On June 9, 2022, Inceptus and Smartwell have agreed to change the terms of the Letter Of Intent to a Binding Letter Of Intent. Pursuant to the transaction, Inceptus will issue one new Resulting Issuer Share for every one outstanding common share of Smartwell to the pre-transaction shareholders of Smartwell, Inceptus will issue a total of 100.45 million common shares to the shareholders of Smartwell. Following closing of the proposed transaction, the shareholders of Inceptus will hold approximately 4.51%, and the shareholders of Smartwell will hold approximately 95.49%. Upon completion of the transaction, the resulting issuer will change its name to Smartwell Technology Corp or such other name as is determined by Smartwell. Inceptus Capital expects to be classified as a technology issuer on Tier 2 of the TSX-V upon completion of the transaction.

On September 12, 2022, Inceptus has reached a financing and sponsorship agreement with Research Capital Corporation in connection with the acquisition. The initial offering will consist of up to 2,500,000 units of Smartwell to be issued at a price of CAD 0.20 per unit for gross proceeds of up to CAD 500,000 and the subsequent offering will consist of up to CAD 1.5 million in subscription receipts of Smartwell to be issued at a price of CAD 0.20 per Sub Receipt. The net proceeds of the initial offering will be used by Smartwell to continue operating its business and pay for expenses associated with the Offerings and acquisition and the net proceeds from the Subsequent Offering upon the Escrow Release will be used for research and development, human resources, marketing , business development and general working capital purposes on a post-acquisition basis.