Mr. Levy Cohen reports

WELLFIELD ANNOUNCES AMENDMENTS TO AND CONSOLIDATION OF DEBENTURES

Further to Wellfield Technologies Inc.'s news release dated June 3, 2024, it has entered into an agreement with a private lender to consolidate the company's debt in the aggregate amount of $205,079 (U.S.) owing to the lender pursuant to an existing unsecured convertible debenture following the partial cancellation of the convertible debenture, with an aggregate of $1,331,733 (U.S.) representing the principal amount owing to the lender pursuant to an unsecured 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 $156,823 (U.S.) 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 principal amount of the A&R debenture is $1,725,058 (U.S.) which principal amount together with all accrued and outstanding interest thereon is payable to the lender in three instalments: (i) $675,000 (U.S.) payable on Feb. 28, 2025; (ii) $675,000 (U.S.) payable on July 28, 2025; and (iii) $676,592 (U.S.) upon maturity of the A&R debenture on Aug. 28, 2025. Interest accrues at 16.4 per cent per annum from the issue date to Dec. 31, 2024, at 18 per cent per annum from Jan. 1, 2025, to June 30, 2025, and at 21 per cent 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 Inc.

Wellfield is an R&D-focused (research and development) fintech company that operates on public blockchains, including Bitcoin and Ethereum. The company operates a regulated platform that on boards customers globally at scale, leveraging its proprietary decentralized technology to offer highly disruptive on-chain self-custody solutions. Wellfield operates through two brands: Coinmama, which, with a growing base of more than 3.5 million registered users, is one of the most trusted and enduring global brands operating in the crypto space; and Wellfield Capital, which, the company announced in late 2022, meets the needs of institutional users and professional investors.

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