Wellfield Announces Acquisition of Interest in Bosonic, Inc. and Closing of Private Placements

Toronto, Ontario–(Newsfile Corp. – August 4, 2023) – Wellfield Technologies Inc. (TSXV: WFLD) (OTCQB: WFLDF) (FSE: K8D) (the “Company” or “Wellfield“) announces that it has closed the transactions contemplated by a definitive share exchange agreement dated August 3, 2023 (the “Share Exchange Agreement“) with Earth Corporation (“EarthCo“) and Bosonic, Inc. (“Bosonic“). Under the Share Exchange Agreement, Wellfield has acquired 517,100 common shares and 1,155,000 series B preferred shares in the capital of Bosonic (collectively, the “Purchased Shares“) from EarthCo. The Purchased Shares represent approximately a 9.7% interest in Bosonic on a fully diluted basis (the “Transaction“). In addition, the Company is pleased to announce that it has closed its two previously announced non-brokered private placement offerings for aggregate gross proceeds of USD$2,250,000.

Bosonic develops unique technology that facilitates the trading, clearance, and settlement of digital assets and digital asset securities, with a focus on eliminating counterparty credit and settlement risk on centralized exchanges.

Closing of the Transaction

Pursuant to the Share Exchange Agreement, the Company acquired the Purchased Shares from EarthCo in consideration of the issuance of 17,250,000 common shares in the capital of the Company (“Common Shares“) to EarthCo at a deemed price of $0.195 per Common Share. EarthCo has also (i) subscribed for USD$350,000 of Units (as defined below) pursuant to the Convertible Debenture Offering (as defined below), and (ii) advanced a loan in the amount of USD$1,250,000 to the Company, in consideration for the issuance by the Company of a non-convertible debenture to EarthCo (the “Non-Convertible Debenture“). The Non-Convertible Debenture matures in two years, and bears interest at a rate of 8.2% per annum for the first 21 months and 16.4% per annum thereafter. Lastly, the Company and Bosonic have agreed to enter into good faith negotiations with respect to a licensing agreement between the Company and Bosonic (the “Licensing Agreement”) that the parties anticipate entering into by October 5, 2023 (the “Outside Date“). Wellfield has paid an initial deposit of USD$250,000 to Bosonic for the rights to negotiate the Licensing Agreement with Bosonic, which will either be applied towards royalty payments that will be payable by Wellfield under the Licensing Agreement, or will be forfeited to Bosonic if the parties do not execute the Licensing Agreement by the Outside Date.

Closing of Convertible Debenture Offering

Wellfield also announces that it has closed a non-brokered private placement offering of units (each, a “Unit“) at a price of USD$1,000 per Unit for aggregate gross proceeds of USD$1,000,000 (the “Convertible Debenture Offering“). Each Unit consists of: (i) one USD$1,000 principal amount unsecured convertible debenture of the Company (a “Convertible Debenture“); and (ii) 5,290 Common Share purchase warrants of the Company (each, a “Warrant“). The outstanding principal amount of each Convertible Debenture is convertible at the option of the holder thereof, at any time prior to its maturity, into Common Shares at an exercise price of C$0.25 per Common Share. The Convertible Debentures have a two-year term and bear interest at 5.0% per annum. Each Warrant is exercisable to acquire one Common Share at an exercise price of C$0.25 for a period of two years. Under the terms of the Warrants, in the event that the volume-weighted average price of the Common Shares over 10 consecutive days traded on the TSX Venture Exchange (the “TSXV“) is at or more than C$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.

The Convertible Debentures and the Warrants comprising the Units will not be listed on any stock exchange, though the Company has received the conditional approval of the TSXV to list the Common Shares issuable upon conversion of the Convertible Debentures and exercise of the Warrants on the TSXV.

The Convertible Debentures and the Warrants comprising the Units (and any Common Shares issuable upon conversion or exercise thereof, as applicable) are subject to a four-month and one day statutory hold period under applicable Canadian securities laws, ending December 4, 2023.

In connection with the Convertible Debenture Offering, L5 Capital Inc. (“L5“), a company controlled by Marc Lustig, the Chairman of the Company, subscribed for 400 Units at an aggregate subscription price of USD$400,000. L5 is considered a “related party” to the Company under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Accordingly, the Convertible Debenture Offering is considered a “related party” transaction pursuant MI 61-101. The Company relied upon the “Fair Market Value Not More than 25% of Market Capitalization” exemption from the formal valuation and minority shareholder approval requirements under MI 61-101. The Company will be filing a material change report in respect of the Convertible Debenture Offering on SEDAR+ less than 21 days prior to the closing of the Convertible Debenture Offering due to the fact that the Company wished to close the Convertible Debenture Offering as soon as practicable to enable it to use the funds for short-term cash requirements.

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.

About Wellfield Technologies

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 Bosonic, Inc.

Bosonic, Inc., is the developer of innovative technology to facilitate the trading, clearance, and settlement of digital assets and digital asset securities with a focus on elimination of counterparty credit and settlement risk without reliance on central counterparties or other balance sheet dependent credit intermediation. Its wholly owned subsidiary, Bosonic Securities, LLC, is a technology-driven broker-dealer and ATS that uses blockchain technology to promote market efficiency for digital asset securities.

For further information contact:

Wellfield Technologies Inc.
Levy Cohen, CEO
levyc@wellfield.io
(832) 483-2575

Ryan Graybill, Investor Relations
investors@wellfield.io

Forward-Looking Information and Cautionary Statements

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release include statements relating to: the Company and Bosonic’s proposed negotiations with respect to the entering of a definitive Licensing Agreement under the terms and timeline stated; the terms and conditions of the Convertible Debentures and Warrants; the Company’s focus on Fintech R&D; the Company providing regulated financial services based on blockchain technologies; and the continued growth of the Company, its brands, and customer base.

Forward-looking information in this press release are based on certain assumptions and expected future events, namely: the Company having the ability to negotiate and enter into a definitive Licensing Agreement under the terms and timeline stated; the Company having the ability to maintain the terms and conditions of the Convertible Debentures and Warrants; the Company will continue its focus on Fintech R&D; the Company will continue providing regulated financial services based on blockchain technologies; and the Company’s ability to maintain the continued growth of the Company, its brands, and customers base.

These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the Company’s inability to negotiate and enter into a definitive Licensing Agreement under the terms and timeline stated; the Company’s inability to maintain the terms and conditions of the Convertible Debentures and Warrants; the Company will not continue its focus on Fintech R&D; the Company will not continue providing regulated financial services based on blockchain technologies; and the Company’s inability to maintain the continued growth of the Company, its brands, and customers base.

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, 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.

Forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

All information contained in this news release with respect to Bosonic was supplied by Bosonic, for inclusion herein, and the Company and its directors and officers have relied on Bosonic for any such information contained herein.

To view the source version of this press release, please visit http://www.newsfilecorp.com/release/176123