Mr. Levy Cohen reports

WELLFIELD CLOSES ACQUISITION OF COINMAMA - BRINGS ~US$130M IN ANNUAL SALES AND MORE THAN 3.5 MILLION REGISTERED USERS - POSITIONS THE COMPANY FOR SIGNIFICANT GROWTH OVER THE NEXT 12 MONTHS

Wellfield Technologies Inc., further to its news release dated March 24, 2022, has closed its previously announced acquisition of New Bit Ventures Ltd., doing business as Coinmama. Founded in 2013, Israel-based Coinmama has achieved outstanding growth, with sales of approximately $130-million (U.S.) (1) 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 whom 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, has 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, chief executive officer 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 approximately $130-million (U.S.) 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 consideration for the acquisition consisted of: (i) $3-million (U.S.) in available cash; and (ii) the issuance of 22,988,467 common shares in the capital of the company 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 19 months following the closing, with 25 per cent of such consideration shares released four months from the closing and equal instalments of 15 per cent released quarterly thereafter.

The acquisition was arm's length and constitutes a fundamental acquisition under TSX Venture Exchange policies. No finders' fees were payable in connection with the acquisition.

About Wellfield Technologies Inc.

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 sector, building its branded applications and critical infrastructure solutions directly on public blockchains like bitcoin and ethereum.

(1) Audited fiscal 2021 results.

We seek Safe Harbor.