Early Warning Statement Regarding the Actions of Wellfield Technologies Inc.

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This press release is issued in accordance with the requirements of National Instrument 62-103 – Early Warning System and Issues Related to Takeover Bids and Insider Reporting.

Toronto, Ontario and Vancouver, British Columbia – (Newsfile Corp. – November 24, 2021) – Jennifer Goldman (“Goldman“), L5 Capital inc. (“L5“), Mode Investments Corp. (“Fashion“) (collectively, the”Reporters“) and Levy Cohen (“Cohen“) announce that, immediately after the completion of the business combination (as defined below), the deemed beneficial ownership of each declarant of the Common Shares (“Ordinary actions“) in the capital of Wellfield Technologies Inc. (formerly 1290447 BC Ltd.) (the”Society“) decreased to less than 10% on an undiluted and partially diluted basis and Cohen’s deemed beneficial ownership of the common shares increased to more than 10% on an undiluted and partially diluted basis.

The transaction giving rise to this press release is the completion of a business combination (the “Commercial combination“) which resulted in a reverse takeover of the Company by the security holders of Seamless Logic Software Limited (“Seamless“) and MoneyClip Inc. on November 23, 2021. As a result of these changes, the deemed beneficial ownership of the common shares of the reporters decreased to less than 10% and the deemed beneficial ownership of the common shares of Cohen increased to more than 10%, in all cases on an undiluted and partially diluted basis.

Prior to the completion of the business combination, each declarant and Cohen held the following securities of the Company:

  1. Goldman, an individual residing in Toronto, Ontario, owned 725,000 common shares, representing 29% of the issued and outstanding common shares;

  2. L5, a company headquartered in Vancouver, British Columbia, held 725,000 common shares, representing 29% of the issued and outstanding common shares;

  3. Mode and El Be Investments Corp. (“El Be“), its co-actor, both of which are companies headquartered in Vancouver, British Columbia, held a total of 950,000 common shares, representing 38% of the issued and outstanding common shares; and

  4. Cohen, a person residing in Israel, did not own any common shares.

Immediately after the completion of the business combination, each reporter and Cohen owned or controlled the following securities of the company:

  1. Goldman and Jason I. Goldman Professional Corporation (“JIGPC“), a joint actor with Goldman which is headquartered in Toronto, Ontario, owned or controlled (i) 938,325 common shares, of which 213,325 common shares issued to JIGPC as part of the business combination, representing approximately 0 , 92% of the issued and outstanding common shares on an undiluted basis, and (ii) 50,000 common share purchase warrants (each, a “To guarantee“), each of which was issued to JIGPC as part of the business combination and which, assuming the full exercise of the warrants, represented approximately 0.97% of the issued and outstanding ordinary shares on a partially diluted basis ;

  2. L5, a company headquartered in Vancouver, British Columbia, and its co-stakeholders (i) AJKNJ Holdings Corp. (“AJKNJ“) a company headquartered in Vancouver, British Columbia; and (ii) Marc Lustig (“Lustig“), an individual residing in Vancouver, British Columbia, collectively owned or controlled 6,321,939 common shares, including a total of 1,352,000 common shares issued to AJKNJ and 312,000 common shares issued to Lustig, its co-stakeholders under the business combination, representing approximately 6.18% of the issued and outstanding common shares on an undiluted basis;

  3. Mode and El Be owned or controlled (i) 1,150,000 ordinary shares, representing approximately 1.12% of the issued and outstanding ordinary shares on an undiluted basis, and 100,000 warrants, each of which was issued to Mode and El Be in the context of the business combination and which, assuming the full exercise of the warrants, represented approximately 1.22% of the issued and outstanding ordinary shares on a partially diluted basis; and

  4. Cohen, an individual resident in Israel, owned or controlled 13,565,506 common shares, issued as part of the business combination, representing approximately 13.26% of the issued and outstanding common shares on an undiluted basis;

Common shares and warrants held by each of the reporters and Cohen, as the case may be, are held for investment purposes. In the future, each Reporter and Cohen may assess their investment in the Company from time to time and may, depending on various factors including, but not limited to, the financial condition of the Company, price levels of common stock, conditions in the securities markets and general economic and industry conditions, the business or financial condition of the Company and other factors and conditions that each registrant and Cohen may deem appropriate, increase, decrease or change their ownership on ordinary shares, warrants or other securities of the Company. The reporters, Cohen and any joint actor, as the case may be, currently have no intention of acquiring control or direction of any additional securities of the Company as of the date of this press release, alone or with joint actors.

An alert report in accordance with the requirements of applicable securities laws will be issued by each of the reporters and by Cohen and will be posted on SEDAR at www.sedar.com and available on request at the number below.

For further information, including a copy of the alert report required under applicable Canadian securities laws to be filed by each of the reporters following the business combination referred to in this press release. press, please contact Grant Duthie at 416-869-1234. .

For further information, including a copy of the alert report required under applicable Canadian securities laws to be filed by Cohen as a result of the business combination referred to in this press release, please contact Corey Yermus at 416-777-4845.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/105117


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