Mr. Levy Cohen reports

WELLFIELD ENTERS INTO $5 MILLION EQUITY FACILITY WITH ALUMINA PARTNERS

Wellfield Technologies Inc. has entered into an agreement for a drawdown equity financing facility with Alumina Partners Ontario Ltd., an affiliate of New York-based private equity firm Alumina Partners LLC. The investment agreement will provide the company with access to up to $5-million over a 24-month period to finance its working capital needs, support the launch of its tokenized gold ecosystem and commercialize its recently acquired digital asset custodian, Brane Trust Company Ltd.

Levy Cohen, chief executive officer of Wellfield, commented: "The past year has been pivotal for us, marked by strategic advancements in the development of our platforms, the acquisition of key assets and gearing up for expansion with innovative blockchain solutions. This investment by Alumina helps equip us with resources to showcase the transformative potential of our technology and execute on our vision to enhance gold financial markets through tokenization and decentralized finance."

"We are delighted to support Wellfield at this pivotal time, as crypto winter has bloomed into crypto spring," added Adi Nahmani, managing member of Alumina. "Wellfield's recent acquisitions have empowered it to be perfectly positioned to expand the playing field for the tokenization of gold, opening the door not only to broader access for retail investors, but also for the development of innovative new financial instruments such as principal-protected yield on gold. In a world of increasingly complex geopolitical risk and multipolar macroeconomic forces, we expect the importance of counter-inflationary precious metals to increase. We believe that Wellfield will become a leader in the integration of 21st century financial technologies in those markets and will thus be well ideally to benefit from their democratization. As management continues to aggressively execute their ambitious business plan, we look forward very much to seeing what 2024 will bring."

Under the investment agreement between Wellfield and Alumina, Wellfield, subject to certain customary conditions, including the final approval of the TSX Venture Exchange, may draw down through private placements up to $5-million, in one or more tranches of up to $200,000 per tranche. The securities purchased in each tranche will consist of units of the company at a price per unit to be determined between Wellfield and Alumina, subject to the approval of the TSX Venture Exchange. Each unit will comprise one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at an exercise price equal to a 25-per-cent premium to the unit price under such tranche, for a period of 36 months from the date of issuance thereof.

There are no standby charges or other upfront fees associated with the investment agreement. Each tranche of units issued under the investment agreement will be subject to the acceptance of the TSX Venture Exchange and the securities issued thereunder will be subject to a four-month-and-one-day hold period pursuant to applicable securities laws. The investment agreement remains subject to the approval of the TSX Venture Exchange.

The first tranche drawdown pursuant to the investment agreement of $100,000 was completed concurrently with the execution of the investment agreement. The company issued 1,904,762 units at a price of 5.25 cents per unit for gross proceeds to the company of $100,000. Each warrant issued in the first tranche is exercisable into one common share at a price of 8.75 cents per common share for a period of 36 months from the date of issuance thereof. The closing of the first tranche is subject to the approval of the TSX Venture Exchange.

About Wellfield Technologies Inc.

Wellfield Technologies is a leading fintech company specializing in innovative solutions leveraging blockchain technology. Its platform, Coinmama (Web and mobile app), provides seamless access to the cryptocurrency market for over 3.5 million registered users across 180 countries.

We seek Safe Harbor.