Toronto, Ontario–(Newsfile Corp. – September 26, 2024) – Wellfield Technologies Inc. (TSXV: WFLD) (OTC Pink: WFLDF) (FSE: K8D) (“Wellfield” or the “Company“) announces that the TSX Venture Exchange (the “Exchange“) has accepted the Company’s application for the reinstatement of trading in the Company’s common shares (the “Shares“).
On September 5, 2024, the British Columbia Securities Commission issued a ceased trade order (“CTO“) due to the Company’s failure to file its interim unaudited financial statements for the fiscal first quarter ended June 30, 2024, as required under National Instrument 51-102 – Continuous Disclosure Obligations, as previously disclosed on September 10, 2024. As a result of the CTO, trading of the Shares was suspended on the Exchange. The BCSC revoked its CTO effective September 9, 2024.
The Shares will be reinstated to trading on the Exchange two business days after issuance of Exchange bulletin.
Corporate Update
As disclosed in the Company’s audited financial statements dated March 31, 2024, the Company had a working capital deficiency of $12,481,148. The Company has the ability to remedy such deficiency by drawing down on its equity financing facility with Alumina Partners (Ontario) Ltd. Further information regarding the equity financing facility is available in the Company’s March 12, 2024 press release.
In addition, and further to the Company’s September 6, 2024 press release, the Company entered into a share purchase agreement with Leonovus dated September 5, 2024 the result of which will be the spin out of the Tradewind business and a reverse takeover of Leonovus following which the shares of the resulting issuer will be traded on the Exchange. As consideration for the spin out, the Company will receive common shares of the resulting issuer equal to the value of the Tradewind business which is equal to $20 million. The Transaction is subject to Exchange acceptance and other customary closing conditions, including the completion of a concurrent financing by Leonovus.
As disclosed in the Company’s press release dated August 21, 2024, the Company has decreased the aggregate indebtedness to be settled (the “Debt Settlement”) through the issuance of common shares in the capital of the Company to $676,970 through the issuance of 11,043,395 common shares. Pursuant to the Debt Settlement, the Company issued 3,724,727 common shares on September 17, 2024 and 5,918,668 common shares on September 25, 2024 at $0.06 per common share in settlement for existing convertible debentures. As well, the Company issued 1,400,000 common shares on September 25, 2024 at $0.0714 per common share in settlement for accounts payable.
The Company’s audited financial statements dated March 31, 2024 noted a receivable in the amount of $484,040. This amount was owed in relation to the subscription for certain convertible debentures as disclosed in the Company’s August 4, 2023 press release. On closing of such transaction, the subscriber failed to deliver the subscription proceeds and therefore such convertible debentures were held in escrow pending delivery of the subscription funds. The subscriber ultimately did not advance the subscription funds. The parties entered into an agreement whereby such convertible debentures were cancelled and the amount owing by the subscriber and the debentures to be issued by the Company were both cancelled.
In connection with the Company’s business combination transaction as disclosed in the Company’s press release dated November 24, 2021, the Company agreed to convert certain legacy SAFT agreements issued by its predecessor Seamless Logic Software Limited. The Company issued 3,776,932 RSUs to related parties in exchange for the settlement of legacy SAFT liabilities, including 2,682,326 RSUs issued to Brian Lock, Chief Financial Officer and 1,094,606 RSUs issued to Chanan Steinhart, Director, which will vest one year from the grant date, being September 5, 2024. On closing of such transaction, certain insiders and consultants of the Company deferred their entitlement to common shares until September 5, 2024. Such parties agreed to receive equivalent numbers of RSUs pursuant to the Company’s equity incentive plan. In settlement for compensation, the Company issued 520,000 RSUs to settle $86,667 to Levy Cohen, CEO and Director of the Company on September 5, 2023 through the Company’s equity incentive plan, which will vest one year from the date of grant being September 5, 2024.
The Company was advanced a short-term credit line agreement in the form of cryptocurrency for a minimum of 20 BTC and a maximum of 30 BTC. The loan is subject to accrued interest of 2.5% per annum to be paid monthly, including a late payment interest of 1% per month if applicable. The total loan amount plus accrued interest is to be repaid 48 months following the January 1, 2022 effective date. In addition, the Company was advanced two minor loans from related parties in the form of cryptocurrency in the total amount of 2.7 BTC and 11 ETH. Pursuant to the loan agreements, the total loan amount shall be repaid plus accrued interest of 3% per annum in the same currency of the loan being either cryptocurrency or fiat no later than 12 months from the date of disbursement.
About Wellfield Technologies
Wellfield Technologies, Inc. (TSXV: WFLD) is a leading fintech company specializing in innovative solutions leveraging blockchain technology. Our platform Coinmama (web and Mobile app), provides seamless access to the cryptocurrency market for over 3.5 million registered users across 180 countries. We offer disruptive on-chain and web3 secure and friendly self-custody solutions through Coinmama. Additionally, Wellfield operates Tradewind Markets platform to digitize and trade real-world assets, including our flagship VaultChain™ Gold and VaultChain™ Silver products. Expanding our offerings for institutional clients, we present Brane Trust aiming to operate Alberta Canada’s second qualified digital asset custodian.
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