Digicann Ventures Signs Binding Reverse Takeover with Winning Asia Technology Macau for Name Change to Auronexa

Digicann Ventures Inc has entered into a binding share-exchange agreement with Winning Asia Technology Macau Ltd and its shareholders. The proposed transaction would constitute a reverse takeover of the Canadian Securities Exchange-listed company and result in its corporate name changing to Auronexa Technologies Inc. The post-deal entity would continue developing and commercialising Winning Asia’s existing businesses, including its technology platforms, according to reporting by GGRAsia.

Winning Asia promotes its own gaming products and slot management systems under the AGT brand. It also distributes casino games from other manufacturers. The Macau-based firm has been expanding into artificial intelligence-driven robotic security for casino property management.

Transaction Structure

The share-exchange agreement was signed on November 4. Under its terms, Digicann would acquire 100 percent of Winning Asia in exchange for common shares. Digicann intends a 25-to-1 share consolidation and would settle approximately CAD1 million (US$708,748) in principal amount of convertible debentures, together with accrued interest, and certain accounts payable and other obligations through the issuance of common shares pursuant to settlement agreements.

Post-transaction, former Winning Asia shareholders and a number of its related service providers would hold an aggregate 83 percent of the Canadian publicly traded entity’s shares. The remaining approximately 17 percent of shares would be attributable to Digicann’s shareholders and for settlement of certain outstanding securities and liabilities. Digicann Ventures has been listed on the Canadian bourse since June 2014. It was known as Agra Ventures Ltd. before August 2023. The deal remains subject to approval by Digicann’s shareholders and the Canadian exchange.

Path to Commercialisation on Canadian Markets

If completed, the reverse takeover would provide a public listing for Winning Asia’s gaming equipment distribution and AI robotics operations without introducing new business lines or markets. The precise valuation implicit in the share exchange was not disclosed. Approvals will determine whether the combined entity proceeds with its stated focus on existing technology platforms.