Wellfield Announces Letter of Intent to Acquire Leading Blockchain-Based Precious Metals Platform and Provides Company Update

by Arthur · December 21, 2022

Toronto, Ontario – (Newsfile Corp. – December 21, 2022) – Wellfield Technologies, Inc. (TSXV: WFLD) (OTCQB: WFLDF) (FSE: K8D) (the “Company“or”Wellfield“), announced today that they have signed a non-binding letter of intent (the “LOI“) to enter into an agreement to acquire a North American business operating a blockchain-based, digital platform for managing the title, custody, trading 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 signing 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 customer base, but they also have broad applicability beyond Bitcoin and Ethereum. This LOI reflects the company’s intention to go beyond cryptocurrency by entering and supporting traditional financial markets and established institutions. We see the large, fluid global precious metals market as a perfect opportunity to showcase the value that Wellfield can bring to commodity market players, both institutional and retail. The Proposed Acquisition Target has built a robust platform that uses blockchain to digitize physical valuable assets. metal ownership in a manner that is safeguarded and legally recognized by a sovereign custodian. The founders and management have partnered with highly reputable investors and clients in the capital markets and precious metals industry, and we look forward to continuing due diligence with a view to come to one final agreement t.”

The letter of intent

Pursuant to the terms of the LOI, the company and the proposed acquisition target will exclusively negotiate the conclusion of a final 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 expected that the company will acquire all issued and outstanding securities of the proposed acquisition target in exchange for a sum of approx. . 15,000,000 securities in the company. The Company expects to announce further details regarding the Transaction once a definitive agreement has been entered into.

No assurances can be given that the parties will be successful in negotiating and entering into a definitive agreement, or that the transaction will be completed on the terms or timeframe currently contemplated, or at all. Any transaction will be subject to customary approvals and conditions.

Other company 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 MNP resigning as the company’s auditor and the company has subsequently appointed KRP as the company’s auditor, until the next ordinary general meeting of the company.

There are no reservations or changed 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 a change of auditor, the company has changed the end of the financial year from 31 December to 31 March. The change in the financial year end has been made in connection with the resignation of MNP to give KRP sufficient time to review and audit the company’s necessary financial records.

For details regarding change of auditor, and change at year-end, reference is made to notice of change of auditor and notice of change at year-end, in accordance with 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 operating on public blockchains including Bitcoin and Ethereum. The company operates a regulated platform that brings customers globally at scale, leveraging its proprietary decentralized technology to offer highly disruptive on-chain self-deposit 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 information, visit wellfield.io

For further information contact:

Wellfield Technologies Inc.
Levy Cohen, CEO
[email protected]

Jonathan Ross, Investor Relations
[email protected]
(416) 283-0178

For media inquiriesplease contact Kieran Lawler:
[email protected]
(416) 303-0799

Warning about forward-looking statements

This press release contains statements that constitute “forward-looking information” (“forward-looking information”) under applicable Canadian securities laws. All statements, except for statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as of the date of this press release. Any statement that discusses predictions, expectations, beliefs, plans, estimates, targets, assumptions, future events or performance (often but not always by means of phrases such as “expects”, or “does not expect”, “expects”, “anticipates” or “does not anticipate”, “plans”, “budget”, “planned”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and expressions or indicates that certain actions, events or results “may” or “could”, “would”, “can” or “will” be deemed to occur or be achieved) are not statements of historical fact and may be forward-looking information. Forward-looking information in this press release includes the expected strategic, operational and competitive benefits of the potential acquisition, the conclusion of a definitive agreement and applicable regulatory, corporate and TSXV approvals related thereto, 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 uncertainty factors, which may lead to the company’s actual performance and results deviating significantly from any forecasts for 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 necessary approvals, the Company’s ability 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. No guarantee can be given that forward-looking statements will prove to be accurate, and actual results and future events may differ materially from those expected. Readers are cautioned that the foregoing list is not exhaustive and readers are encouraged to review the disclosure documents available on the Company’s SEDAR profile at www.sedar.com. Readers are further cautioned not to rely on forward-looking information, as there is no guarantee that the plans, intentions or expectations on which they are placed will occur. Such information, even if considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those expected. Except as required by law, the company disclaims any intention and undertakes no obligation to update or revise any forward-looking information.,.

Neither the TSXV nor the provider of regulatory services (as that term is defined in the guidelines of the TSXV) has approved or disapproved of the contents of this news release, nor do they. accept responsibility for the adequacy or accuracy of this release.

SOURCE Wellfield Technologies Inc.