Wellfield Announces Strategic Investment in Bosonic Inc.

Toronto, Ontario–(Newsfile Corp. – July 28, 2023) – 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 with Earth Corporation (“EarthCo“) to acquire 517,100 common shares and 1,155,000 series B preferred shares in the capital of Bosonic, Inc. (“Bosonic“) (the “Proposed Investment“), representing an approximately 9.7% interest in Bosonic on a fully diluted basis. Bosonic develops unique technology that facilitates the trading, clearance, and settlement of digital assets and digital asset securities, with a focus on elimination of counterparty credit and settlement risk. Wellfield expects to reach a definitive agreement to complete the Proposed Investment within 15 days of the signing of the LOI.

Management Commentary

Levy Cohen, CEO of Wellfield, commented, “At Wellfield, we’re dedicated to pioneering advancements in the blockchain and decentralized finance ecosystem. As a part of this commitment, we are thrilled to announce our proposed strategic investment in Bosonic Inc. This investment embodies our ongoing strategy to, not only meet, but exceed the expectations of our high-net-worth and institutional investors at Wellfield Capital who demand reliable and secure liquidity solutions from both decentralized and traditional exchanges.

Bosonic’s cutting-edge technology provides what we believe to be the best approach to address crucial challenges in centralized liquidity venues: settlement and counterparty risk. Our proposed investment in Bosonic is strategic, providing the opportunity for Wellfield Capital to leverage Bosonic’s robust risk mitigation solutions, thereby enhancing our service offering and ensuring that we stay ahead in the rapidly evolving digital asset landscape.

As we continue to execute on our institutional facing product strategy, the proposed strategic investment and ongoing relationship with Bosonic will enrich our offerings at Wellfield Capital and provide access to digital asset securities through Bosonic’s recently approved US broker-dealer and Alternative Trading System (“ATS“) license. We foresee numerous synergies and partnership opportunities between Wellfield and Bosonic that can drive our mutual growth and, more importantly, provide our clients with exceptional value.”

Proposed Investment Benefits

Through the Proposed Investment and an ongoing relationship with Bosonic, Wellfield believes it will be well positioned to realize strong synergies, revenue-generating potential, and competitive differentiation, including:

• Accelerated Innovation: Bosonic’s cutting-edge technology is expected to provide Wellfield the ability to better adapt to new trends and technologies in traditional digital asset trading venues, allowing Wellfield to continue its focus on innovation in decentralized finance.
• Enhanced Risk Management: Leveraging Bosonic’s advanced risk mitigation solutions is expected to allow Wellfield to enhance its offering and provide more secure and efficient liquidity solutions for its clients.
• Broadened Customer Offering: This strategic investment and ongoing relationship will broaden Wellfield’s product portfolio and enable its clients access to a wider range of services and global trading options.
• Revenue Growth: With an expanded product offering and operational efficiency, Wellfield anticipates an increase in customer engagement and sees potential for further revenue growth.

Terms of the Proposed Investment

Under the terms of the LOI, the Company and EarthCo have agreed to exclusively negotiate the entering into of a definitive agreement with respect to the Proposed Investment. Negotiations with EarthCo are in the preliminary stages, and if acceptable to the Company, it is anticipated that the Company will acquire 517,100 common shares and 1,155,000 series B preferred shares in the capital of Bosonic in exchange for an aggregate of approximately 17,250,000 common shares in the capital of the Company to be issued to EarthCo. The Company expects to announce additional details regarding the Proposed Investment 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 Proposed Investment will be consummated on the terms or timeframe currently contemplated, or at all. The Proposed Investment would be subject to customary approvals and conditions, including, but not limited to, the approval of the TSX Venture Exchange (the “TSXV“).

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

Ryan Graybill, Investor Relations
investors@wellfield.io
(832) 483-2575

Cautionary Notice on Forward-Looking Statements

This news 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 timing of the execution of a definitive agreement with respect to the Proposed Investment; the receipt of required consents and approvals, including, but not limited to, from the TSXV for the Proposed Investment in a timely manner, if at all; the Company’s ability to increase customer engagement and revenue, enhance its service offering, and gain access to further digital asset securities, as a result of the Proposed Investment; the synergies and partnership opportunities between the Company and Bosonic resulting in growth and value for the Company; the ability of the Company to integrate Bosonic’s software and services for the benefit of its end users the Company’s ability to realize strong synergies, improve its competitive edge and differentiate its offering from its competitors as a result of the Proposed Investment; the Company’s ability to enhance its offering and provide more secure and efficient trading platforms for its clients and to improve its ability to adapt to new trends and technologies in the decentralized finance market, as a result of the Proposed Investment; the number of issued and outstanding securities of Bosonic and the number of common shares in the capital of the Company exchanged therefor; the ability of EarthCo to transfer securities of Bosonic to the Company in connection with the Proposed Investment; the expectation of additional revenues, the anticipated strategic, operational and competitive benefits of the Proposed Investment; post-Proposed Investment closing objectives of the Company and business, 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 Proposed Investment; the receipt of required corporate and regulatory approvals, including approval by the TSXV; the failure of the Proposed Investment to result in the anticipated benefits; the ability of EarthCo to transfer securities of Bosonic to the Company in connection with the Proposed Investment; the ability of the Company to integrate Bosonic’s software and services for the benefit of its end users; 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 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.

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

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/175238