Winning Asia agrees reverse takeover with Digicann to list in Canada
Share-exchange pact signed 4 November includes 25-for-1 consolidation and debt-for-equity settlement
Key Takeaways
- Digicann Ventures signed a binding share-exchange agreement on 4 November 2026 to acquire 100% of Winning Asia.
- The Canadian issuer would be renamed Auronexa Technologies Inc upon closing of the reverse takeover.
- Digicann plans a 25-for-1 share consolidation and to settle about CAD1 million (US$708,748) of convertible debt via share issuance.
- Former Winning Asia shareholders and certain providers would hold 83% of the listed company after closing; prior Digicann shareholders would hold roughly 17%.
- Digicann has traded on the Canadian Securities Exchange since June 2014 and was Agra Ventures Ltd until August 2023.
Digicann Ventures Inc, listed on the Canadian Securities Exchange, signed a binding share-exchange agreement with Winning Asia Technology Macau Ltd and its shareholders on 4 November 2026, the company said. If completed, the deal will constitute a reverse takeover of Digicann and the Canadian issuer would change its corporate name to “Auronexa Technologies Inc.”
Financial terms and structure of the exchange
Under the agreement, Digicann would acquire 100% of Winning Asia in exchange for Digicann common shares. The company plans a share consolidation at a ratio of 25 a 1 and would settle approximately CAD1 millón (US$708,748) of convertible note principal, together with accrued interest and "certain accounts payable and other obligations," by issuing common shares "in accordance with settlement agreements."
After closing, former Winning Asia shareholders and several related service providers would collectively hold 83% of the listed Canadian company’s shares; the remaining approximately 17% would be held by prior Digicann shareholders and used to settle certain outstanding securities and liabilities.
Business and operations of Winning Asia
Winning Asia Technology Macau Ltd, based in Macau, markets its own gaming products and slot management systems under the "AGT" brand and distributes casino games from other manufacturers. Co-founder and chief executive Alice Tang told GGRAsia in early 2026 that the company is also exploring a developing market for AI-driven robotic security. See more on the company’s [casino](/casino) product focus.
Conditions and background
The transaction remains subject to shareholder approval by Digicann and approval by the Canadian Securities Exchange, the company said. Digicann Ventures has been listed on the Canadian Securities Exchange since June 2014 and was known as Agra Ventures Ltd until August 2023. This regulatory approval is a common step under [regulation](/regulation) for similar listings and corporate reorganisations; the listing history is noted in recent [news](/news) on the issuer.
Frequently Asked Questions
What percentage will Winning Asia shareholders own after closing?
Former Winning Asia shareholders and several related service providers would collectively own 83% of the listed company after closing, according to Digicann’s 4 November share-exchange agreement press release.
How much debt will Digicann settle with shares?
Digicann intends to cancel approximately CAD1 million (US$708,748) of convertible note principal, together with accrued interest and certain payables, by issuing common shares under settlement agreements.
What approvals are required to complete the transaction?
The transaction is subject to approval by Digicann shareholders and by the Canadian Securities Exchange, as disclosed in Digicann’s public update on the share-exchange agreement.
What will the company be renamed if the reverse takeover completes?
The Canadian issuer would change its corporate name to “Auronexa Technologies Inc” upon completion of the transaction, per the share-exchange agreement.
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About the author
Gonzalo Marín
Industry Deals Correspondent
Gonzalo Marín covers the corporate deal flow of gambling — operator strategy, M&A, regulated-market entries, and product launches. The reports open with the transaction, cite companies, valuations, and jurisdictions exactly as released, and keep the announcement apart from its actual effect. When a Latin American operator raises capital or a European brand lands in the region, Gonzalo Marín reports who signs, for how much, and on what terms.
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