Toronto, Ontario–(Newsfile Corp. – January 23, 2023) – Wellfield Technologies, Inc. (TSXV: WFLD) (OTCQB: WFLDF) (FSE: K8D) (the “Company” or “Wellfield“), today announced that, further to its press release dated December 21, 2022 it has signed a definitive agreement (the “Definitive Agreement“) to acquire Tradewind Markets, Inc. (“Tradewind“), a US-based operator of a global digital precious metals platform (the “Transaction“). Tradewind’s core products include VaultChain™ Gold and VaultChain™ Silver, which offer blockchain based digital ownership of deliverable precious metals custodied by the Royal Canadian Mint, and an Electronic Request For Quote platform used by miners and refiners to streamline large scale trade execution of physical precious metals.
Under the Definitive Agreement, the Company will acquire all issued and outstanding securities of Tradewind in exchange for 15,166,667 units of the Company (the “TW Units“) representing an agreed upon value of approximately $5,795,000. The terms of the TW Units are substantially the same as the Units to be issued in the Private Placement (each as defined below).
The Transaction is at arms-length and expected to be an expedited transaction pursuant to TSX Venture Exchange (“TSXV”) Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets. Closing of the Transaction (“Closing”) is subject to receipt of applicable regulatory approvals and third-party consents, including the approval of the TSXV and closing conditions customary for transactions of this nature, on or before March 31, 2023. As the Transaction is anticipated to qualify as an expedited transaction pursuant to TSXV policies, shareholder approval is not required.
All TW Units issued in the Transaction will be issued pursuant to an exemption from applicable securities laws. There are no finder’s fees payable in connection with the Transaction. The TW Units to be issued will be subject to any applicable securities and regulatory hold periods.
The Company also announced that it intends to complete a non-brokered private placement of units (“Units”) for gross proceeds of up to C$3,000,000 (the “Offering”) through the sale of up to 15,000,000 Units at a price of $0.20 per Unit (the “Private Placement”). The Private Placement is expected to close on or around January 27, 2023, subject to adjustment at the discretion of the Company and the rules and policies of the TSXV (the “Closing Date”). The Offering is not subject to a minimum amount of funds being raised. The net proceeds from the Offering are intended to be used for general working capital purposes.
Each Unit is comprised of one common share without par value in the capital of the Company (the “Unit Shares”) and one purchase warrant (a “Warrant”) to purchase a common share (the “Warrant Shares”). Each Warrant is exercisable at any time for a period of three years from the date on which such Warrants are issued and at a price of $0.45 per share. Under the terms of the…