Wellfield Announces Amendments to and Consolidation of Debentures

Toronto, Ontario–(Newsfile Corp. – August 29, 2024) – Wellfield Technologies Inc. (TSXV: WFLD) (the “Company” or “Wellfield“) is pleased to announce that, further to its news release dated June 3, 2024, it has entered into an agreement with a private lender (the “Lender“) to consolidate the Company’s debt in the aggregate amount of US$205,079 (the “Remaining Convertible Debt“) owing to the Lender pursuant to an existing unsecured convertible debenture (the “Convertible Debenture“) following the partial cancellation of the Convertible Debenture, with an aggregate of US$1,331,733 (the “Remaining Non-Convertible Debt“) representing the principal amount owing to the Lender pursuant to an unsecured non-convertible debenture (the “Non-Convertible Debenture“).

The Non-Convertible Debenture has been amended and restated (as amended and restated, the “A&R Debenture“) such that the Remaining Convertible Debt will be added to the Remaining Non-Convertible Debt, together with the amount of legal fees incurred by the Lender and a deferment fee in the amount of US$156,823 as consideration for the deferment of amounts due under the Convertible and/or Non-Convertible Debenture, and the Convertible Debenture has been redeemed and cancelled entirely (the “Debenture Amendment“).

The principal amount of the A&R Debenture is US$1,725,058 which principal amount together with all accrued and outstanding interest thereon is payable to the Lender in three installments: (i) US$675,000 payable on February 28, 2025; (ii) US$675,000 payable on July 28, 2025; and (iii) US$676,592 upon maturity of the A&R Debenture on August 28, 2025. Interest accrues at 16.4% per annum from the issue date to December 31, 2024, at 18% per annum from January 1, 2025 to June 30, 2025 and at 21% per annum from July 1, 2025 to maturity. The Company has also entered into a general security agreement between the Company and the Lender, providing security over all of the Company’s present and after-acquired personal property as security for the A&R Debenture.

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

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 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 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.sedarplus.ca. 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/221583