Wellfield Announces Definitive Agreement to Acquire Tradewind Markets, Inc. and Private Placement

Toronto, Ontario–(Newsfile Corp. – January 23, 2023) – Wellfield Technologies, Inc. (TSXV: WFLD) (OTCQB: WFLDF) (FSE: K8D) (the “Company” or “Wellfield“), today announced that, further to its press release dated December 21, 2022 it has signed a definitive agreement (the “Definitive Agreement“) to acquire Tradewind Markets, Inc. (“Tradewind“), a US-based operator of a global digital precious metals platform (the “Transaction“). Tradewind’s core products include VaultChain™ Gold and VaultChain™ Silver, which offer blockchain based digital ownership of deliverable precious metals custodied by the Royal Canadian Mint, and an Electronic Request For Quote platform used by miners and refiners to streamline large scale trade execution of physical precious metals.

Under the Definitive Agreement, the Company will acquire all issued and outstanding securities of Tradewind in exchange for 15,166,667 units of the Company (the “TW Units“) representing an agreed upon value of approximately $5,795,000. The terms of the TW Units are substantially the same as the Units to be issued in the Private Placement (each as defined below).

The Transaction is at arms-length and expected to be an expedited transaction pursuant to TSX Venture Exchange (“TSXV”) Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets. Closing of the Transaction (“Closing”) is subject to receipt of applicable regulatory approvals and third-party consents, including the approval of the TSXV and closing conditions customary for transactions of this nature, on or before March 31, 2023. As the Transaction is anticipated to qualify as an expedited transaction pursuant to TSXV policies, shareholder approval is not required.

All TW Units issued in the Transaction will be issued pursuant to an exemption from applicable securities laws. There are no finder’s fees payable in connection with the Transaction. The TW Units to be issued will be subject to any applicable securities and regulatory hold periods.

The Company also announced that it intends to complete a non-brokered private placement of units (“Units”) for gross proceeds of up to C$3,000,000 (the “Offering”) through the sale of up to 15,000,000 Units at a price of $0.20 per Unit (the “Private Placement”). The Private Placement is expected to close on or around January 27, 2023, subject to adjustment at the discretion of the Company and the rules and policies of the TSXV (the “Closing Date”). The Offering is not subject to a minimum amount of funds being raised. The net proceeds from the Offering are intended to be used for general working capital purposes.

Each Unit is comprised of one common share without par value in the capital of the Company (the “Unit Shares”) and one purchase warrant (a “Warrant”) to purchase a common share (the “Warrant Shares”). Each Warrant is exercisable at any time for a period of three years from the date on which such Warrants are issued and at a price of $0.45 per share. Under the terms of the Warrants, in the event that if the volume-weighted average price of its common shares over 10 consecutive days traded on the TSXV is at or more than $0.75, the Company has the option to accelerate the expiration date of the warrants to a date that is not less than 30 days from the date of written notice from the Company to the Warrant holders.

Closing of the Private Placement is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, in particular approval of the TSXV. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

No finder’s fees will be paid and no control person has been created with respect to this Private Placement.

One of the Company’s directors will be participating in the Private Placement and will acquire an aggregate of 680,000 Units. As such, the issuance of the Units to such insider is a “related-party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the issuance is exempt from: (i) the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b), as the shares into which the Units are convertible are not listed on a market specified in MI 61-101, and (ii) from the minority shareholder approval requirement of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61- 101, as the fair market value of the Units does not exceed 25% of the Company’s market capitalization.

The Units will be offered for sale by way of private placement pursuant to applicable exemptions from the prospectus requirements in Canada and pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933, as amended.

None of the securities have been or will be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities, in any jurisdiction in which such offer, solicitation or sale would require registration or otherwise be unlawful.

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

About Tradewind Markets, Inc.

Tradewind operates a technology platform for digitizing the trading, settlement, and ownership of precious metals. The Tradewind solution combines world-class exchange technology with Vaultchain™, Tradewind’s blockchain technology tailored for precious metals. Tradewind is managed by a team of professionals with extensive experience in electronic trading, market structure, gold investment management, market operations, cryptography and blockchain technology. For more information please visit http://tradewindmarkets.com/.

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 statements regarding the closing of the Transaction and the Private Placement; the receipt of approvals from the TSX Venture Exchange for the Transaction and the Private Placement; the expectation that closing will occur shortly after TSXV approval; post-Transaction closing objectives of the Company and business; the expectation of additional revenues;. the anticipated strategic, operational and competitive benefits of the Transaction, receiving applicable regulatory, corporate and 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 Transaction and Private Placement, 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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