Early prevention press release about the actions of Wellfield Technologies Inc.

Early prevention press release about the actions of Wellfield Technologies Inc.

The transaction giving rise to this press release was the completion of the business combination (“Business integration“) led to a reverse takeover of the company by the holders of Seamless Logic Software Limited’s guarantee (“seamless“) and MoneyClip Inc., on November 23, 2021. As a result of these changes, the reporters’ beneficial ownership of the common stock has decreased to less than 10% and the Cohen’s beneficial ownership of the common stock has increased to more than 10% in total on an undiluted and partially diluted basis.

Jennifer (“Goldman”), L5 Capital Inc. (“L5”), Mode Investments Corp. (“Mode”) (collectively, the “Reporters”) and Levy (“Cohen”) declare that, quickly following completion of the Business Combination (as defined underneath), every Reporter’s considered helpful responsibility for shares (“Common Shares”) in the capital of Wellfield Technologies Inc. (formerly, 1290447 B.C. Ltd.) (the “Organization”) diminished to underneath 10% on an undiluted and partially-diluted basis and Cohen’s considered gainful ownership for Shares expanded to above 10% on an undiluted and partially-diluted basis.

Prior to the completion of the business combination, each reporter and Cohen owned the following securities of the company:

Goldman, an individual resident in Toronto, Ontario, who owns 725,000 common shares, representing 29% of the issued and outstanding common stock;

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

Mode Corporation and El Be Investments Corp. (“He is‘), had its joint representative, both companies with head offices in Vancouver, British Columbia, owning a total of 950,000 common shares, representing 38% of the issued and outstanding common stock; and

Cohen, an individual residing in Israel, has no common stock.

Immediately after the completion of the business combination, each Reporter and Cohen had ownership or control of the following securities of the company:

Goldman and Jason I. Goldman Professional Corporation (“JIGPC“), a joint representative with Goldman who has a head office in Toronto, Ontario, has ownership or control of (1) 938,325 common shares, including 213,325 common shares issued to JIGPC in connection with the business combination, representing approximately 0.92 % of ordinary shares issued and outstanding on an undiluted basis, and (ii) 50,000 common stock purchase orders (each, a”note‘), each issued to the JIGPC in connection with a business combination, which, assuming full exercise of the warrants, represents approximately 0.97% of the issued and outstanding ordinary shares on a partially diluted basis; L5, a company headquartered in Vancouver, British Columbia, and its joint representatives (1) AJKNJ Holdings Corp. (“AJKNJ“) a company headquartered in Vancouver, British Columbia; and (ii) Mark Lustig (“cheerful‘), was an individual resident in Vancouver, British Columbia, who collectively owns ownership or control of 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, the common actors In respect of the business group it represents about 6.18% of the issued and outstanding ordinary shares on an undiluted basis;

Mode and El Be have ownership or control of (i) 1,150,000 common shares, representing approximately 1.12% of the common shares issued and outstanding on an undiluted basis, and 100,000, each issued to Mode and El Be In respect of the business combination, which, assuming full exercise of the warrants, represents approximately 1.22% of the issued and outstanding ordinary shares on a partially diluted basis; And Cohen, an individual resident in Israel, owns or controls 13,565,506 common shares, issued in connection with the business group, representing approximately 13.26% of the issued and outstanding ordinary shares on an undiluted basis;

Common stock and warrants held by both Reporters and Cohen, as applicable, are held for investment purposes. In the future, each Reporter and Cohen may evaluate their investment in the Company from time to time, and may, depending on various factors, including, but not limited to, the Company’s financial position, common stock price levels, conditions in stock markets and economic conditions The general industrial, business or financial position of the company, and other factors and conditions that each correspondent and Cohen may deem appropriate, increase, decrease or change their ownership in the ordinary shares, guarantees or other securities of the company. Correspondents, Cohen and any other joint actors, as applicable, have no current intention to control or direct the additional securities of the Company as of the date of this press release, either alone or with any of the joint actors. An early warning report will be issued in accordance with the requirements of applicable securities laws by both reporters and Cohen and will be posted on SEDAR at www.sedar.com and available upon request at the number below.

For more information, including a copy of the early warning report required under applicable Canadian securities laws that each of the reporters must submit as a result of the business integration referenced in this press release, please contact Grant Duthie at 416-869-1234. For more information, including a copy of the early warning report required under applicable Canadian securities laws that Cohen must file as a result of the business combination referenced in this press release, please contact Corey Yermus at 416-777-4845.

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