Wellfield Announces Letter of Intent to Acquire Leading Blockchain Based Precious Metals Platform and Provides Corporate Updates

Toronto, Ontario–(Newsfile Corp. – December 21, 2022) – Wellfield Technologies, Inc. (TSXV: WFLD) (OTCQB: WFLDF) (FSE: K8D) (the “Company” or “Wellfield“), today announced that it has signed a non-binding letter of intent (the “LOI“) to enter into an agreement to acquire a North American business that operates a blockchain-based, digital platform to manage title, custody, trade and settlement of physical precious metals for institutional clients (the “Proposed Acquisition Target“). Wellfield expects to reach a definitive agreement to acquire the Proposed Acquisition Target within 30 days of the signing of the LOI (the “Transaction“).

Management Commentary

Levy Cohen, CEO of Wellfield, commented, “Wellfield’s proprietary decentralized blockchain technologies are set to bring needed innovation to our existing client base, but they also have broad applicability beyond Bitcoin and Ethereum. This LOI reflects the Company’s intent to go beyond cryptocurrency by entering and supporting traditional financial markets and established institutions. We see the large, liquid global precious metals market as a perfect opportunity to showcase the value that Wellfield can bring to commodity market participants, institutional and retail alike. The Proposed Acquisition Target has built a robust platform that uses blockchain to digitize physical precious metal ownership in a way that is safeguarded and legally recognized by a sovereign custodian. The founders and management team have partnered with highly reputable investors and customers in the capital markets and precious metals industry, and we look forward to proceeding with due diligence with a view to reach a definitive agreement.”

The Letter of Intent

Under the terms of the LOI, the Company and the Proposed Acquisition Target will exclusively negotiate the entering into of a definitive agreement with respect to the Transaction. Negotiations with, and a due diligence review of, the Proposed Acquisition Target are in the preliminary stages and if acceptable to the Company, it is anticipated that the Company will acquire all issued and outstanding securities of the Proposed Acquisition Target in exchange for an aggregate of approximately 15,000,000 securities of the Company. The Company expects to announce additional details regarding the Transaction when a definitive agreement is executed.

No assurances can be made that the parties will successfully negotiate and enter into a definitive agreement, or that the Transaction will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to customary approvals and conditions.

Other Corporate Updates

The Company has also announced that it has changed its auditor from MNP LLP (“MNP“) to Kingston Ross Pasnak LLP (“KRP“). The change of auditor has been made in connection with the resignation of MNP as the Company’s auditor and the Company has subsequently appointed KRP as the Company’s auditor, until the next annual general meeting of the Company.

There are no reservations or modified opinions in MNP’s reports on the Company’s financial statements for the “relevant period” nor are there any “reportable events”, each as defined in National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102“).

In connection with the change of auditor the Company has changed its financial year-end from December 31 to March 31. The change in financial year-end has been made in connection with the resignation of MNP in order to provide KRP sufficient time to review and audit the Company’s requisite financial filings.

For details regarding the change of auditor, and change in year-end, reference is made to the Notice of Change of Auditor and Notice of Change in Year-End, pursuant to NI 51-102, filed by the Company on SEDAR. and available at www.sedar.com.

About Wellfield Technologies (TSXV: WFLD) (OTCQB: WFLDF) (FSE: K8D)

Wellfield is an R&D focused Fintech company that operates on public blockchains including Bitcoin and Ethereum. The Company operates a regulated platform that onboards customers globally at scale, leveraging its proprietary decentralized technology to offer highly disruptive on-chain self-custody solutions. Wellfield operates through two brands: Coinmama, which with a growing base of more than 3.5 million registered users, is one of the most trusted and enduring global brands operating in the crypto space; and Wellfield Capital, which the Company announced in late 2022 to meet the needs of institutional users and professional investors.

Join Wellfield’s digital community on LinkedIn and Twitter, and for more details, visit wellfield.io

For further information contact:

Wellfield Technologies Inc.
Levy Cohen, CEO
levyc@wellfield.io

Jonathan Ross, Investor Relations
investors@wellfield.io
(416) 283-0178

For media enquiries, please contact Kieran Lawler:
kieran.lawler@loderockadvisors.com
(416) 303-0799

Cautionary Notice on Forward-Looking Statements

This press release contains statements that constitute “forward-looking information” (“forward-looking information”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. Forward-looking information in this news release includes the anticipated strategic, operational and competitive benefits of the potential acquisition, the entering into of a definitive agreement and the applicable regulatory, corporate and TSXV approvals associated therewith, which are based on the Company’s current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking information necessarily involves known and unknown risks and uncertainties, which may cause the Company’s actual performance and results in to differ materially from any projections of future performance or results expressed or implied by such forward-looking information. These risks and uncertainties include, but are not limited to: the successful completion of the potential acquisition, the Company’s ability to obtain the required approvals, the ability of the Company to raise additional capital to fund future operations, compliance with extensive government regulations, domestic and foreign laws and regulations adversely affecting the Company, the impact of COVID-19, the decentralized finance industry generally, in Canada and abroad and general business, financial market, economic, competitive, political and social uncertainties. There can be no assurance that forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated. Readers are cautioned that the foregoing list is not exhaustive and readers are encouraged to review the disclosure documents accessible on the Company’s SEDAR profile at www.sedar.com. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information.,.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has approved nor disapproved the contents of this news release, nor do they. accept responsibility for the adequacy or accuracy of this release.

SOURCE Wellfield Technologies Inc.

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