WFLD Wellfield Technologies Inc

• Provides Wellfield with an engaged audience of over 3.5 million registered users, which it intends to leverage to rapidly scale its decentralized finance products and services, as they launch later this year.
• Currently undertaking activities to integrate Wellfield's high value IP and transform Coinmama into a multi-product, recurring revenue business.
• Significant untapped opportunity to enhance monetization of current Coinmama platform beyond its ~US$130 million sales base, by increasing engagement of its organic web traffic of millions of unique visitors per year.

TORONTO, May 27, 2022 /CNW/ - Wellfield Technologies, Inc. (TSXV: WFLD) (FRANKFURT: K8D) (the "Company" or "Wellfield"), is pleased to announce that further to its press release dated March 24, 2022, it has closed its previously announced acquisition of New Bit Ventures Ltd., d/b/a Coinmama ("Coinmama"). Founded in 2013, Israel-based Coinmama has achieved outstanding growth with sales of approximately US$130 million¹ in 2021 by building a global platform for millions of buyers and sellers of digital currencies using everyday payment methods. Coinmama currently has more than 3.5 million registered users, each of which has undergone regulatory verification and transacted on the platform. Coinmama's team of over 50 full time personnel, including the organization's senior management team, have joined Wellfield, adding depth and providing the experience it requires to manage expected growth in 2022 and 2023 as it scales its offerings.

Management Commentary

Levy Cohen, CEO of Wellfield commented, "With the addition of Coinmama, along with the launch of our Decentralized Finance products and services later this year, Wellfield is positioned for significant growth over the next 12 months. The Coinmama team has built a solid business based almost entirely on organic web traffic, without any active promotion or active expansion of products or services to its substantial user base. We see several readily achievable opportunities to enhance monetization of the Coinmama user base to grow sales beyond the current ~US$130 million annually, while introducing Wellfield's transformative technologies to further drive growth as we launch later this year. On behalf of the Wellfield team, I would like to personally welcome the entire Coinmama group to the Company and express my excitement regarding what we can achieve together both immediately and over the next several years as we continue to build this business and create new fintech solutions powered by blockchain."

Transaction Details

Pursuant to a share purchase agreement, the Company acquired all the issued and outstanding shares of Coinmama (the "Acquisition"). The consideration for the Acquisition consisted of: (i) US$3,000,000 in available cash (the "Cash Consideration"); and (ii) the issuance of 22,988,467 common shares in the capital of the Company (the "Consideration Shares" and together with the Cash Consideration, the "Purchase Price") at a deemed price of $1.55 per Consideration Share. The Consideration Shares are subject to a four month hold period in accordance with applicable Canadian securities laws as well as contractual restrictions on transfer for a period of nineteen (19) months following Closing, with 25% of such Consideration Shares released four (4) months from Closing, and equal instalments of 15% released quarterly thereafter.

The Acquisition was arm's length and constitutes a Fundamental Acquisition under TSX Venture Exchange policies. No finder's fees were payable in connection with the Acquisition.

About Wellfield Technologies (TSXV:WFLD; FRANKFURT: K8D)

Wellfield builds advanced technology that uses blockchain to create the next generation of financial solutions for institutions and consumers. The Company has strong academic and development expertise in the rapidly growing Decentralized Finance (DeFi) sector, building its branded applications and critical infrastructure solutions directly on public blockchains like Bitcoin and Ethereum.

Join Wellfield's digital community on LinkedIn and Twitter, and for more details, visit wellfield.io

Cautionary Notice on Forward-Looking Statements

This press 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 statements in this news release include statements regarding the Company's success in launching the protocols and other technologies and utilities discussed herein, the integration, expansion and continued revenue generation of Coinmama, and the anticipated strategic, operational and competitive benefits of the Acquisition;. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: compliance with extensive government regulations; domestic and foreign laws and regulations adversely affecting the Company's and Coinmama's business and results of operations; the anticipated launch of products may not be realized as intended or at all; the strategic, operational and competitive benefits of the Acquisition may not be realized; the impact of COVID-19; the decentralized finance industry generally, in Canada and abroad; and general business, economic, competitive, political and social uncertainties. 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 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. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.

The TSXV has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Wellfield Technologies