Wellfield Technologies Inc. — Audit Report / Information 2021

Apr 26, 2022

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

Consolidated Financial Statements

Years ended December 31, 2021 and 2020

(Expressed in Canadian dollars)

Independent Auditor's Report

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To the Shareholders of Wellfield Technologies Inc. (formerly 1290447 B.C. Ltd.):

Opinion

We have audited the consolidated financial statements of Wellfield Technologies Inc. (formerly 1290447 B.C. Ltd.) and its subsidiaries (the "Company"), which comprise the consolidated statement of financial position as at December 31, 2021, and the consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2021, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company incurred a net comprehensive loss during the year ended December 31, 2021 and, as of that date, the Company had no operating revenue, incurred losses and had negative cash flows from operations. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Emphasis of Matter - Restated Comparative Information

We draw attention to Notes 2 and 20 to the consolidated financial statements, which explains that certain comparative information presented:

• For the year ended December 31, 2020 has been restated.

• As at January 1, 2020 has been derived from the consolidated statement of financial position as at December 31, 2019 (not presented herein).

Our opinion is not modified in respect of this matter.

The consolidated financial statements for the years ended December 31, 2020 and 2019 (not presented herein but from which the comparative information has been derived), excluding the adjustments that were applied to restate certain comparative information, were audited by another auditor who expressed an unmodified opinion on those consolidated financial statements on November 4, 2021.

As part of our audit of the consolidated financial statements for the year ended December 31, 2021, we also audited the adjustments that were applied to restate certain comparative information:

• For the year ended December 31, 2020

• As at January 1, 2020

In our opinion, such adjustments are appropriate and have been properly applied.

Other than with respect to the adjustments that were applied to restate certain comparative information, we were not engaged to audit, review, or apply any procedures to the consolidated financial statements:

• For the year ended December 31, 2020

• For the year ended December 31, 2019 (not presented herein)

• As at January 1, 2020

Accordingly, we do not express an opinion or any other form of assurance on those consolidated financial statements taken as a whole.

Other Information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is Murad Bhimani.

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Toronto, Ontario April 22, 2022

Chartered Professional Accountants Licensed Public Accountants

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Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

Consolidated Statements of Financial Position

As at December 31, 2021 and 2020 and January 1, 2020

(Expressed in Canadian dollars)

Note 2, 20 Assets Current assets Cash Term deposits 6 Prepaid expenses Due from related party 9 Non-current assets Equipment 7 Intangible assets 8 Goodwill 5, 8 Total assets Liabilities Current liabilities Accounts payable and accrued liabilities 9 Income taxes payable Non-current liabilities Deferred tax liability 14 SAFT liability 10 Total liabilities Equity Share capital 11 Contributed surplus Warrant reserve Accumulated other comprehensive income Deficit Total equity (deficiency) Total liabilities and equity Nature of operations and going concern 1 Subsequent events 19

December 31, 2021 December 31, 2020 January 1, 2020 ($) ($) ($) (as restated) (as restated) 17,629,909 136,753 - 20,000 - - 1,678,840 - - 50,964 - 2,627 19,379,713 136,753 2,627 81,984 - - 4,146,989 - - 19,845,031 - - 43,453,717 136,753 2,627 1,021,317 326,261 51,009 444,896 - - 1,466,213 326,261 51,009 205,142 - - - 912,105 937,636 205,142 912,105 937,636 1,671,355 1,238,366 988,645 43,987,416 1,735 1,735 1,989,193 1,448,700 1,448,700 3,612,379 - - 89,461 56,156 37,638 (7,896,087) (2,608,204) (2,474,091) 41,782,362 (1,101,613) (986,018) 43,453,717 136,753 2,627

Approved by the Board of Directors:

"Marc Lustig" "Christie Henderson" Chair of the Board Chair of the Audit Committee

The accompanying notes form an integral part of these consolidated financial statements

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

Consolidated Statements of Loss and Comprehensive Loss

For the years ended December 31, 2021 and 2020

(Expressed in Canadian dollars, except for number of shares)

Note Revenue Expenses Research and development Growth and marketing Operations General and administrative Amortization and depreciation 7, 8 Operating loss Other income (expenses) Listing expense 5 Net gain on SAFTs 10 Other income Foreign exchange loss Loss before income taxes Income tax expense 14 Net loss Other comprehensive income Foreign currency translation adjustment Total comprehensive loss Net loss per share 15 Net loss per share attributable to common shareholders of the Company (basic and diluted) Weighted average number of common shares outstanding (basic and diluted)

2021 2020 ($) ($) - - 1,445,951 54,783 81,772 - 21,701 - 1,551,778 79,330 156,005 - 3,257,207 134,113 (3,257,207) (134,113) (2,418,597) - 573,709 - 13,276 - (13,599) - (5,102,418) (134,113) 185,465 - (5,287,883) (134,113) 33,305 18,518 (5,254,578) (115,595) (0.10) (0.02) 52,996,330 6,569,573

The accompanying notes form an integral part of these consolidated financial statements

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

Consolidated Statements of Changes in Shareholders' Equity

For the years ended December 31, 2021 and 2020

(Expressed in Canadian dollars, except for number of shares)

Note Balance as at December 31, 2019 Net loss and comprehensive income	Accumulated other Number of Share Contributed Warrant comprehensive Total shares capital surplus reserve Deficit income equity ($) ($) ($) ($) ($) ($) 6,569,573 1,735 1,448,700 - (2,474,091) 37,638 (986,018) - - - - (134,113) 18,518 (115,595)
Balance as at December 31, 2020 Issuance of shares 11 Seamless private placement 11 Share issuance costs - Seamless private placement 11 Issuance of common shares for services 11 Extinguishment of SAFTs 10 Private placement 11, 13 Private placement issuance costs 11 Issuance of incentive warrants 11, 13 Shares issued on reverse acquisition of 1290447 B.C. Ltd. 5 Shares issued on acquisition of Money Clip Inc. 5 Share-based payments 12 Net loss and comprehensive income	6,569,573 1,735 1,448,700 - (2,608,204) 56,156 (1,101,613) 26,278,292 6,907 - - - - 6,907 11,635,665 5,103,633 - - - - 5,103,633 4,109,964 (94,763) - - - - (94,763) 203,883 82,983 - - - - 82,983 - - 291,643 - - - 291,643 20,475,000 16,994,250 - 3,480,750 - - 20,475,000 - (910,830) (186,556) - - (1,097,386) - (318,185) - 318,185 - - - 2,500,000 1,688,486 - - - - 1,688,486 30,497,999 21,433,200 141,364 - - - 21,574,564 - - 107,486 - - - 107,486 - - - - (5,287,883) 33,305 (5,254,578)
Balance as at December 31, 2021	102,270,376 43,987,416 1,989,193 3,612,379 (7,896,087) 89,461 41,782,362

The accompanying notes form an integral part of these consolidated financial statements

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

Consolidated Statements of Cash Flows

For the years ended December 31, 2021 and 2020

(Expressed in Canadian dollars)

Note Operating activities Net loss Items not affecting cash Depreciation of equipment 7 Amortization of intangible assets 8 Interest income accrued Net gain on SAFTs 10 Unrealized foreign exchange loss Non-cash listing expense 5 Share-based payments 11, 12 Income tax expense 14 Changes in non-cash operating working capital items Prepaid expenses Accounts payable and accrued liabilities Investing activities Additions to equipment 7 Cash acquired in reverse takeover transactions 5 Financing activities Issuance of share capital and incentive warrants 11 Net change in due to/from related parties Effect of foreign exchange rate changes on cash Net increase in cash Cash- Beginning Cash- Ending

2021 2020 ($) ($) (5,287,883) (134,113) 2,994 - 153,011 - (13,154) - (573,709) 21,997 - 1,623,290 - 193,810 - 185,465 - (1,449,945) - 201,162 64,909 (4,942,962) (69,204) (2,237) - 408,403 - 406,166 - 24,189,749 - (2,092,676) 212,970 22,097,073 212,970 (67,121) (7,013) 17,493,156 136,753 136,753 - 17,629,909 136,753

The accompanying notes form an integral part of these consolidated financial statements

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

1 Nature of operations and going concern

Wellfield Technologies Inc. ("the Company" or "Wellfield") was incorporated as 1290447 B.C. Ltd. under the British Columbia Business Corporations Act on February 23, 2021. On November 23, 2021, the Company completed the acquisition of two private companies, Seamless Logic Software Limited ("Seamless") and Money Clip Inc. ("MoneyClip") through a reverse takeover arrangement (the "Transaction"). Seamless and MoneyClip are developing complementary cutting-edge technologies in the decentralized finance industry. In combining Seamless and MoneyClip, Wellfield wishes to create a new reality where money and financial services are accessible, streamlined, cost-effective, inclusive, work for the way people live, and are under their control. Upon completion of the Transaction, the shareholders of Seamless obtained control of the consolidated entity. Under the purchase method of accounting, Seamless was identified as the acquirer, and accordingly the entity is a continuation of Seamless with the net assets of the Company and MoneyClip at the date of the Transaction deemed to have been acquired by Seamless. Accordingly, information presented in the December 31, 2020 comparative period is that of Seamless. Upon completion of the transaction, the Company received gross proceeds of $20,475,000 from a concurrent private placement. Concurrent with the completion of the Transaction, the Company changed its name from 1290447 B.C. Ltd. to Wellfield Technologies Inc.

Wellfield is building technology that unlocks the future of decentralized finance. The Company’s registered office is located at 666 Burrard Steet, Suite 2500, Vancouver, British Columbia V6C 2X8. The Company listed on the TSX Venture Exchange ("TSXV") and began trading on November 30, 2021 under the ticker symbol “WFLD”.

These consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. The Company has no operating revenue, incurred a net loss of $5,287,883 for the year ended December 31, 2021, and has negative cash flows from operations. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to raise capital from new equity or debt, the successful development and marketing of its financial services offerings, and attaining profitable operations in the future.

These consolidated financial statements do not include any adjustments or disclosures that would be required if assets are not realized and liabilities are not settled in the normal course of operations. If the Company is unable to continue as a going concern, then the carrying value of certain assets and liabilities would require revaluation to a liquidation basis, which could differ materially from the values presented in the consolidated financial statements.

On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services, have triggered significant disruptions to economic activity worldwide. The Company has been active in monitoring and assessing the impact of the pandemic and has taken necessary steps to adjust operations as appropriate. The duration and impact of the COVID-19 pandemic, as well as the effectiveness of government responses, remains unclear at this time. It is not possible to reliably estimate the duration and severity of these consequences as well as their potential impact on the financial position and results of the Company for future periods. The Company is committed to adjusting operations as required to ensure continued financial viability.

2 Basis of presentation

Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to the preparation of consolidated financial statements as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Standards Interpretations Committee ("IFRIC").

These consolidated financial statements were approved and authorized for issuance by the Board of Directors on April 22, 2022.

Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis. All monetary references expressed in these notes are references to Canadian dollar amounts unless stated otherwise.

Notes to Consolidated Financial Statements

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

December 31, 2021 and 2020

2 Basis of presentation (continued)

Functional currency

The functional currency of the Company has been assessed by management based on consideration of the currency and economic factors that mainly influence the Company’s digital currencies, production and operating costs, financing and related transactions. Specifically, the Company considers the currencies in which expenses are settled as well as the currency in which it receives or raises financing. Changes to these factors may have an impact on the judgment applied in the determination of the Company’s functional currency.

Change in presentation currency

Effective November 23, 2021, the Company changed its presentation currency to Canadian dollars from British pound sterling. The information presented in the December 31, 2020 comparative period is that of Seamless which previously presented its financial statements for this period in British pound sterling. Commencing on November 23, 2021, the financial statements reflect the consolidated operations of Wellfield, whose presentation currency was previously the Canadian dollar. The change in presentation currency represents a voluntary change in accounting policy, which is accounted for retrospectively. The consolidated financial statements for all periods presented have been translated into the new presentation currency in accordance with International Accounting Standard 21 The Effects of Changes in Foreign Exchange Rates.

3 Significant judgments and estimates

The preparation of the Company’s consolidated financial statements requires management to make judgements and estimates that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates. Estimates are reviewed on an ongoing basis. Information about critical judgments and estimates in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are as follows:

Income taxes

Deferred tax assets are recognized for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent probable that future taxable profit will be available against which the deductible temporary differences and carry-forward of unused tax assets and unused tax losses can be utilized. In addition, the valuation of tax credits receivable requires management to make judgements on the amount and timing of recovery.

The determination of the Company’s tax expense for the period and deferred tax assets and liabilities involves significant estimation and judgement by management. In determining these amounts, management interprets tax legislation in a variety of jurisdictions and makes estimates of the expected timing of the reversal of deferred tax assets and liabilities, and the deferral and deductibility of certain items. Management also makes estimates of future earnings, which affect the extent to which potential future tax benefits may be used. The Company is subject to assessments by various taxation authorities, which may interpret legislation differently. These differences may affect the final amount or the timing of the payment of taxes. The Company provides for such differences where known based on management’s best estimate of the probable outcome of these matters.

Impairment of non-financial assets

The Company evaluates each asset or cash generating unit every reporting period to determine whether there are any indications of impairment. If any such indication exists, which is often judgmental, a formal estimate of the recoverable amount is performed and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. In the case of goodwill, an impairment test is performed on an annual basis regardless of whether there are any indicators of impairment. The recoverable amount of an asset or cash generating group of assets is measured at the higher of fair value less costs to sell and value in use. The evaluation of asset carrying values for indications of impairment includes consideration of both external and internal sources of information.

Notes to Consolidated Financial Statements

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

December 31, 2021 and 2020

3 Significant judgments and estimates (continued)

Share-based payments

Share-based payments with employees and directors are measured at the fair value of the of equity instruments at the date at which they are granted. Share-based payments with non-employees and non-directors, require measurement of the fair value of the services or goods received. If the Company cannot estimate reliably the fair value of the goods or services received, the share-based payments are measured at the fair value of the of equity instruments at the date at which they are granted. Estimating the fair value of share-based payments requires the determination of the most appropriate valuation model taking into account the terms and conditions upon which those equity instruments were granted. Share options are valued using the Black-Sholes valuation model, which requires estimates of the share price volatility rate, risk-free rate, dividend yield, and expected life of the option.

Business combinations

Business combinations require the Company to make assumptions and estimates to determine the fair value of the identifiable assets acquired and liabilities assumed. The Company also makes estimates in the measurement of the fair value of consideration transferred where the fair value of the shares transferred is not readily available. These assumptions and estimates have an impact on the assets and liabilities recognized in the consolidated statement of financial position, including goodwill which is measured as the excess of the consideration transferred over the fair value of the assets acquired and liabilities assumed.

4 Significant Accounting Policies

Foreign currency

Functional and presentation currency

The reporting currency used in preparation of these financial statements is the Canadian dollar. The functional currency for the Company is the Canadian dollar.

Foreign currency transactions

Foreign currency transactions are recorded at the exchange rate as at the date of the transaction. At each statement of financial position date, monetary assets and liabilities are translated using the period end foreign exchange rate. Non-monetary assets and liabilities in foreign currencies other than the functional currency are translated using the historical rate. All gains and losses on translation of these foreign currency transactions are included in the consolidated statements of loss and comprehensive loss.

Foreign currency translation

The results and financial position of the Company's foreign operations whose functional currency is not the Canadian dollar are translated into the presentation currency using the following procedures: assets and liabilities for each statement of financial position presented (including comparatives) are translated at the closing rate at the date of that statement of financial position; and income and expenses are translated at the average exchange rate for the period, which approximates the exchange rate as at the date of the transaction due to exchange rates experiencing minimal fluctuations. Equity items are translated using the historical rate. All resulting exchange differences are recognized in other comprehensive income.

Business combinations

The Company accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Company. The consideration transferred in a business combination is measured at fair value, being the sum of the acquisition-date fair values of the assets transferred by the Company, the liabilities incurred by the Company to former owners of the acquiree and the equity interests issued by the Company. The Company recognizes goodwill on the date of acquisition where the consideration transferred plus any non-controlling interest in the acquiree recognized exceeds the net acquisition-date amounts of the identifiable assets acquired and liabilities assumed. Acquisition-related costs, other than costs to issue debt or equity securities, are recognized as expenses in the periods in which the costs are incurred.

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

4 Significant accounting policies (continued)

Basis of consolidation

These consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries, which are controlled by the Company (“the Group”). Control is achieved when the parent company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has all of the following: (i) power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); (ii) exposure, or rights, to variable returns from its involvement with the investee; and (iii) the ability to use its power over the investee to affect its returns.

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. All significant inter-company transactions, balances, income and expenses are eliminated on consolidation.

Details of the Company's material subsidiaries are as follows:

	Jurisdiction
Subsidiary	Incorporated	Functional Currency	Ownership %
Seamless Logic Software Limited	Gibraltar	US dollars	100%
Money Clip Inc.	United States	US dollars	100%
Money Clip Canada Inc.	Canada	Canadian dollars	100%
Wellfield Technology IR Limited	Ireland	Euros	100%

Cash

Cash primarily consists of bank balances with financial institutions.

Equipment

Equipment is recorded at cost, net of accumulated depreciation and accumulated impairment losses, if any. Depreciation is being provided over the estimated useful life of the assets using the declining balance method at the following annual rates:

Computer equipment	30%
Office equipment	20%

The estimated useful lives, residual values, and depreciation methods of assets are reviewed at the end of each reporting period and adjusted if appropriate.

Intangible assets

Research costs are expensed when incurred. Internally-generated software costs, including personnel costs related to software development, are capitalized as intangible assets when the Company can demonstrate that the technical feasibility of the project has been established; the Company intends to complete the asset for use or sale and has the ability to do so; the asset can generate probable future economic benefits; the technical and financial resources are available to complete the development; and the Company can reliably measure the expenditure attributable to the intangible asset during its development.

Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the consolidated statements of loss and comprehensive loss in the expense category. Amortization is being provided over the estimated useful life of the assets using the straight-line method over the following estimated useful lives:

Technology

3 years

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

4 Significant accounting policies (continued)

Goodwill

Goodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible and intangible assets acquired. Goodwill is not subject to amortization. Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses. Goodwill acquired in a business combination is tested for impairment on an annual basis or earlier when there is an indication that impairment may exist.

Goodwill acquired in a business combination is allocated to each of the Company's cash generating units that is expected to benefit from the synergies of the combination. Each unit or group of units that goodwill is allocated to shall not be larger than the any of the Company's operating segments and shall represent the lowest level within the Company that goodwill is internally monitored.

Impairment of non-financial assets

The Company reviews the carrying amounts of its non-financial assets when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. There is a material amount of uncertainty with respect to the estimates of the recoverable amounts given the necessity of making key economic assumptions about the future.

The recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows to be derived from continuing use of the asset or cash generating unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs of disposal is the amount obtainable from the sale of an asset or cash generating unit in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal. When a binding sale agreement is not available, fair value less costs of disposal is estimated using a discounted cash flow approach with inputs and assumptions consistent with those of a market participant. If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net loss. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash generating unit is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized.

Simple agreements for future tokens

Simple agreements for future tokens ("SAFT") are recognized as financial liabilities when the Company has an obligation to settle the SAFTs in cash should a token generation event fail to be completed or upon a dissolution event. Where the Company does not have any obligations to the SAFT holder upon a dissolution event or failure to complete a token generation event, there is no financial or other liability. Funds received for SAFTs that are not recognized as a financial or other liability are recognized in the statement of loss and comprehensive loss.

Share capital

Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares are recognized as a deduction from equity, net of tax.

Share-based payments

The grant date fair values of equity-settled share-based arrangements granted are recognized as an expense unless they qualify for recognition as assets, with a corresponding increase in contributed surplus in equity, over the vesting period. The amount recognized as an expense is based on the estimate of the number of awards expected to vest, which is revised if subsequent information indicates that actual forfeitures are likely to differ from the estimate. Upon exercise of stock options, the consideration paid by the holder is included in share capital and the related contributed surplus associated with the stock options exercised is reclassed into share capital. Upon vesting of equity-settled restricted stock units ("RSU"), the related contributed surplus associated with the RSU is reclassified into share capital.

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

4 Significant accounting policies (continued)

Taxes

Current income tax

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the country where the Company operates and generates taxable income.

Deferred income tax

Deferred income tax is provided for, based on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

Loss per share

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed similar to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods.

Financial instruments

The classification and measurement of the Company's financial assets and liabilities are as follows:

Financial assets

• i) Equity instruments at Fair Value Through Other Comprehensive Income ("FVOCI"): This category only includes equity instruments, which the Company intends to hold for the foreseeable future and which the Company has irrevocably elected to so classify upon initial recognition or transition. Equity instruments in this category are subsequently measured at fair value with changes recognized in other comprehensive income, with no recycling of gains or losses to profit or loss upon derecognition. Equity instruments at FVOCI are not subject to an impairment assessment under IFRS 9.

• ii) Amortized cost: This category includes financial assets that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the Solely Principal and Interest ("SPPI") criterion. Financial assets classified in this category are carried at amortized cost using the effective interest method.

• iii) Fair Value Through Profit or Loss (“FVTPL”): This category includes derivative instruments and quoted equity instruments which the Company has not irrevocably elected, at initial recognition or transition, to classify at FVOCI. This category would also include debt instruments whose cash flow characteristics fail the SPPI criterion or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell. Financial assets in this category are recorded at fair value with changes recognized in profit or loss.

Financial liabilities

Financial liabilities are designated as either: (i) fair value through profit or loss; or (ii) other financial liabilities. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the statement of financial position subsequent to inception and how changes in value are recorded.

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

4 Significant accounting policies (continued)

Financial instruments (continued)

Classification of financial instruments

The Company's financial assets and liabilities are classified as follows:

Cash Amortized cost Term deposits Amortized cost Due from related party Amortized cost Accounts payable and accrued liabilities Amortized cost

Measurement of financial instruments

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statement of loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statement of loss and comprehensive loss in the period in which they arise.

Impairment

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. In assessing collective impairment, the Company uses historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for management's judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends. Losses are recognized in the statement of loss and comprehensive loss. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through the statement of loss and comprehensive loss.

Derecognition

The Company derecognizes a financial asset when the contractual rights to the related cash flows expire or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. The Company derecognizes a financial liability when the obligation in the contract is discharged, cancelled or expires. Gains and losses from the derecognition are recognized in the statement of loss and comprehensive loss.

Adoption of new or amended accounting standards not yet effective

Other accounting standards and amendments to existing accounting standards that have been issued and have future effective dates are not applicable or are not expected to have a significant impact on the Company's financial statements.

5 Business combination

As described in Note 1, on November 23, 2021, the Company obtained legal control of Seamless and MoneyClip through the issuance of common shares in exchange for 100% of the outstanding shares of Seamless and MoneyClip. As the shareholders of Seamless obtained control of the consolidated entity, Seamless has been identified as the acquirer of both MoneyClip and 1290447 B.C. Ltd.

Acquisition of MoneyClip

MoneyClip's set of activities and assets meet the definition of a business therefore the acquisition of MoneyClip has been accounted for in accordance with IFRS 3 Business Combinations. MoneyClip is developing payment processing and financial services software for Canadian consumers through digital wallet applications. On the acquisition date of November 23, 2021, the following assets acquired and liabilities assumed were recognized:

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

• 5 Business combination (continued)

Acquisition of MoneyClip (continued)

Assets acquired (liabilities assumed) Cash Term deposits Prepaid expenses Other current assets Equipment Technology Accounts payable and accrued liabilities Deferred tax liability Goodwill (not deductible for income tax purposes) Total consideration paid Common shares issued (30,497,999 of the Company's shares) Replacement awards issued (Note 12) Settlement of amount due to Seamless	Fair Value ($) 286,365 20,000 65,964 246,954 82,741 4,300,000 (423,236) (472,135) 19,845,031 23,951,684 21,433,200 141,364 2,377,120 23,951,684

The goodwill arising from the acquisition mainly consists of future growth, expected synergies, and an assembled workforce. Goodwill is not expected to be deductible for income tax purposes.

MoneyClip contributed revenues of $Nil and net loss of $391,467 for the period from the acquisition date to December 31, 2021. If the acquisition had occurred on January 1, 2021, consolidated pro-forma revenue and loss for the year ended December 31, 2021 would have been $Nil and $8,248,678 respectively. These amounts have been calculated using the subsidiary’s results and adjusting them for the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had applied from January 1, 2021, together with the consequential tax effects.

Acquisition costs of $227,106 have been expensed during the year ended December 31, 2021.

Reverse acquisition of 1290447 B.C. Ltd.

1290447 B.C. Ltd.'s set of activities and assets do not meet the definition of a business, therefore the transaction was not recorded as a business combination in accordance with IFRS 3 Business Combinations . The transaction was accounted for in accordance with IFRS 2 Share-based Payment as a reverse acquisition of net assets with the excess of the fair value of the consideration transferred over net assets acquired being recognized a listing expense.

Net assets acquired Cash Prepaid expenses Accounts payable and accrued liabilities Other current liabilities Total consideration paid Common shares (2,500,000 shares held by 1290447 B.C. Ltd. shareholders) Listing expense Consideration transferred in excess of net assets acquired Legal and professional fees	$ 122,038 162,995 (60,862) (158,975) 65,196 $ 1,688,486 $ 1,623,290 795,307 2,418,597

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

6 Term deposits

Term deposits consist of guaranteed investment certificates as follows:

GIC, 0.1% interest, due March 22, 2022 GIC, 0.1% interest, due June 11, 2022 GIC, 0.1% interest, due August 18, 2022 GIC, 0.1% interest, due September 17, 2022 GIC, 0.1% interest, due October 20, 2022	2021 2020 ($) ($) 6,000 - 8,000 - 2,000 - 2,000 - 2,000 - 20,000 -

7 Equipment

Equipment consists of the following:

Cost December 31, 2020 Additions Acquisition through business combination (Note 5) December 31, 2021 Accumulated depreciation December 31, 2020 Depreciation December 31, 2021 Net book value as of December 31, 2020 Net book value as of December 31, 2021	Computer Office Equipment Equipment Total ($) ($) ($) - - - 859 1,378 2,237 77,835 4,906 82,741 78,694 6,284 84,978 - - - 2,871 123 2,994 2,871 123 2,994 - - - 75,823 6,161 81,984

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

8 Intangible assets and goodwill

Intangible assets and goodwill consist of the following:

Cost December 31, 2020 Acquisition through business combination (Note 5) December 31, 2021 Accumulated amortization December 31, 2020 Amortization December 31, 2021 Net book value as of December 31, 2020 Net book value as of December 31, 2021	Acquired Technology Goodwill ($) ($) - - 4,300,000 19,845,031 4,300,000 19,845,031 - - 153,011 - 153,011 - - - 4,146,989 19,845,031

9 Related Party Transactions Transactions with key management personnel

Key management personnel compensation consists of the following:

Wages, salaries, fees and short-term benefits Share-based payments	2021 2020 ($) ($) 311,176 - 22,141 - 333,317 -

As at December 31, 2021, $72,578 (2020 - $4,085) was owed to key management personnel and included in accounts payable and accrued liabilities.

The $50,964 due from related party is unsecured, non-interest bearing and due on demand.

10 Simple agreements for future tokens

In prior years, Seamless entered into Simple Agreements for Future Tokens ("SAFT"). Under the terms of each SAFT, in exchange for funds received, the Company agrees to issue tokens to the SAFT holder at a specified percentage of all tokens issued, provided the Company carries out a token generation event prior to the expiration or termination of the SAFT. The terms of the original SAFTs required Seamless to pay an amount equal to the funds received in exchange for the SAFT back to the SAFT holder should a token generation event not take place prior to the termination date. During the year, all SAFTs, other than those settled for common shares of Seamless issued by another shareholder, were amended to extend the termination dates and remove the provision for any repayment should a token generation event not occur. The amended SAFTs will expire and terminate between June 30 and December 31, 2023, unless the Company, in its sole discretion, exercises its right to extend the expiry date by six months. Upon expiration and termination of the SAFTs, the SAFT holders will have no further rights and the Company will have no further obligations.

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

10 Simple agreements for future tokens (continued)

SAFT liability consists of the following:

Balance - beginning SAFTs converted to common shares Derecognition on SAFT amendments Effects of foreign exchange rate changes Balance - ending	2021 2020 ($) ($) 912,105 937,636 (133,491) - (731,861) - (46,753) (25,531) - 912,105

During the year, Seamless extinguished a $133,491 (2020 - $Nil) liability from the SAFT agreements through the exchange of previously issued common shares by a shareholder which resulted in an addition to contributed surplus of $291,643 (2020 - $Nil), measured at the fair value of the shares transferred. The difference was recognized as a loss in the statement of loss and comprehensive loss.

The remaining SAFT agreements were amended to remove Seamless' obligation to settle the SAFTs in cash should a token generation event not occur. As a result, the financial liability related to the SAFTs was derecognized and a gain was recognized in the statement of loss and comprehensive loss. Should the Company undertake a token generation event before the termination dates of the SAFTs, the Company would be obligated to issue 7.81% of the total tokens issued to the SAFT holders.

11 Share capital

Share capital
The share capital consists of:
Authorized:	2021 2020 ($) ($)
Unlimited common shares
Unlimited preferred shares
Issued:
102,270,376 common shares (December 31, 2020 - 6,569,573)	43,987,416 1,735

On January 12, 2021, the Company issued 26,278,292 common shares to the original shareholders of Seamless for proceeds of $6,907.

On January 12, 2021, the Company issued 11,635,665 common shares in a private placement for gross proceeds of $5,103,633, which included $203,642 as a settlement of a liability that existed as at December 31, 2020. As part of the private placement, the Company issued 4,109,964 common shares to certain individuals providing services directly related to the private placement. In addition, the Company paid professional fees of $94,763 in connection with the placement. These costs have been recorded as share issuance costs and deducted from equity.

On May 25, 2021, the Company issued 203,883 common shares for marketing services with a fair value of $82,983.

Concurrent to the completion of the Transaction on November 23, 2021, 20,475,000 common shares and 10,237,500 warrants of Wellfield were issued for gross proceeds of $20,475,000. As part of the private placement, the Company issued 819,135 warrants to certain agents. The fair value of the agents’ warrants has been measured using the Black-Scholes option pricing model at $383,355. $318,185 has been recorded as share issuance cost and $65,170 has been recorded as warrant issuance cost. In addition, the Company paid cash commissions, agents fees, and other professional fees in connection with the financing totaling $1,097,386. These costs have been recorded as share and warrant issuance costs and deducted from equity. The gross proceeds and related share issuance costs are allocated to common shares and warrants based on the relative fair value of the common shares and warrants on the acquisition date.

Notes to Consolidated Financial Statements

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

December 31, 2021 and 2020

12 Share-based payments

Restricted stock units

In connection with the acquisition of MoneyClip, the Company exchanged 875,000 RSUs held by employees and contractors of MoneyClip for 546,000 RSUs of Wellfield. The fair value of the original awards was remeasured at the date of acquisition and a portion of this amount was included in the consideration transferred on the acquisition of MoneyClip. The amount included as consideration transferred, $141,364, was based on the service period before the Transaction. Subsequent to the Transaction, the Company issued 700,000 RSUs to directors and an advisor. Upon vesting, the awardees of the RSU’s will receive one common share of the Company for each RSU held. For the year ended December 31, 2021, the Company recognized $71,349 as a share-based payment expense. On December 31, 2021, 1,246,000 RSUs were outstanding and vest as follows:

==> picture [384 x 82] intentionally omitted <==

----- Start of picture text -----

Number of
RSUs First Vesting Date Date Fully Vested Vesting Criteria
390,000 December 2023 December 2023 Vest over three years
156,000 January 2024 January 2024 Vest over three years
500,000 November 2023 November 2023 Vest over two years
200,000 March 2022 December 2023 12.5% every three months
1,246,000
----- End of picture text -----

Subsequent to the year-end, the Company issued 200,000 RSUs to various advisors and consultants.

Stock options

During the year ended December 31, 2021, the Company granted options to a consultant to acquire 300,000 common shares of the Company at an exercise price of $1.25 with an expiry date of December 3, 2023. The options vest in equal portions over a period of twelve months on a quarterly basis. The number and weighted-average exercise prices of share options are as follows:

Outstanding at January 1, 2020 and 2021 Granted during the year Exercised during the year Forfeited or expired during the year Outstanding at December 31, 2021 Exercisable at December 31, 2021	Number of options Weighted-average exercise price ($) - - 300,000 1.25 - - - - 300,000 1.25 - -

All options have an exercise price of $1.25 and have a weighted-average remaining contractual life of 1.92 years. For the year ended December 31, 2021, the Company recognized $36,137 as a share-based payment expense related to stock options.

The fair value of the stock options was estimated using the Black-Scholes valuation model on the date granted. The following assumptions were used in assessing the fair value.

umptions were used in assessing the fair value.
		Assumptions
Share price at grant date	$	1.37
Exercise price	$	1.25
Expected volatility (based on comparable publicly listed entities)		96%
Expected life		2 years
Expected dividends		-
Risk-free interest rate		1.26%

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

13 Warrants

As part of the concurrent private placement completed on November 23, 2021, the Company issued one half warrant for each common share subscribed to, resulting in the issuance of 10,237,500 warrants. In addition, the Company issued 819,135 warrants to certain agents for services provided in connection with the completion of the concurrent private placement. Each warrant entitles the holder to purchase one common share at a set price, at the option of the holder, for a set period of time. The following is a summary of changes in warrants during the year:

Outstanding at January 1, 2021 Issued during the year Exercised during the year Expired during the year Outstanding at December 31, 2021	Number of warrants Weighted-average exercise price ($) - - 11,056,635 1.93 - - - - 11,056,635 1.93

As at December 31, 2021, the weighted average remaining life and expiry dates of outstanding warrants are as follows:

Weighted average	Weighted average		Weighted average
	exercise price	Number of warrants	remaining life Expiry date
$	1.00	819,135	2.9 years 11/23/24
$	2.00	10,237,500	2.9 years 11/23/24

The fair value of warrants issued was estimated using the Black-Scholes valuation model on the date granted. The following assumptions were used in assessing the fair value.

umptions were used in assessing the fair value.
Share price at grant date	Assumptions 0.83 $
Expected volatility (based on comparable publicly listed entities)	96%
Expected life	3 years
Expected dividends	-
Risk-free interest rate	1.26%

Subsequent to the year-end, 18,946 warrants were exercised for common shares of the Company.

14 Income taxes

The following is a reconciliation of expected income taxes to the amounts recognized in the statement of loss and comprehensive loss:

Loss before income taxes Effective income tax rate Expected income tax (recovery) Non-deductible items Difference in foreign tax rates Change in temporary differences Change in tax rate Foreign exchange translation Change in recognized deferred tax asset Income tax expense	2021 2020 ($) ($) (5,102,418) (134,113) 26.50% 10.00% (1,352,141) (13,411) 361,373 - 299,008 - (49,198) - (62,277) - 5,884 - 982,816 13,411 185,465 -

The 2020 figures reflect only the operations of Seamless, a Gibraltar based entity, therefore the effective tax rate in the prior year reflects the corporate tax rate in Gibraltar.

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

14 Income taxes (continued)

Income tax expense consists of the following:

Current Deferred	2021 2020 ($) ($) 448,441 - (262,976) - 185,465 -

Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

Non-capital losses Canadian entities Non-capital losses foreign entities Share issuance costs Equipment Net unrecognized deferred tax assets	2021 2020 ($) ($) 2,406,963 - 5,475,266 2,529,840 1,013,704 - 21,940 - 8,917,873 2,529,840

The Company's non-capital losses in Canada will expire in various years through to 2041. Company losses in foreign entities can be carried forward indefinitely. Share issuance costs will be fully amortized by 2025.

Components of deferred income tax assets (liabilities) are as follows:

Non-capital losses Inventory Intangible assets Net deferred tax liabilities	2021 2020 ($) ($) 675 - (3,985) - (201,832) - (205,142) -

15 Loss per share

Basic and dilutive loss per share is calculated by dividing the net loss attributable to shareholders by the sum of the weighted average number of shares outstanding. As a result of the net losses incurred in the years ended December 31, 2021 and 2020, the effects of any potentially dilutive instruments would be anti-dilutive.

cts of any potentially dilutive instruments would be anti-dilutive.
	2021	2020
	($)	($)
Net loss attributable to common shareholders	(5,287,883)	(134,113)
Weighted average number of common shares outstanding (basic and diluted)	52,996,330	6,569,573
Net loss per share attributable to common shareholders of the
Company (basic and diluted)	(0.10)	(0.02)

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

16 Financial instruments and risk management

Financial instruments of the Company recognized on the statement of financial position are carried at amortized cost. There are no significant differences between the carrying value of financial instruments and their estimated fair values at December 31, 2021. There have been no changes in levels during the period.

In determining fair value, the Company classifies the fair value of these transactions according to the following hierarchy:

• Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

• Level 2 - Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

• Level 3 - Unobservable inputs for the asset or liability (unobservable inputs reflect management’s assumptions on how market participants would price the asset or liability based on the information available).

The Company is exposed, in varying degrees, to a variety of financial related risks. The fair value of the Company's financial instruments, including cash, term deposits, due from related parties, and accounts payable and accrued liabilities parties approximates their carrying value due to their short-term nature. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash. The majority of cash is deposited in bank accounts held primarily with one major bank, so there is a concentration of credit risk. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company is exposed to this risk mainly with respect to its accounts payable and accrued liabilities. The Company manages this risk by managing its working capital and monitoring its ongoing operating requirements.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk, and price risk. The Company is mainly exposed to currency risk as follows:

Foreign currency risk

Currency risk relates to the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations affect the costs that the Company incurs in its operations as well as the currency in which the Company has historically raised capital.

Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities. The Company maintains bank accounts in various currencies in order to effect transactions in these foreign currencies, but does not formally hedge its foreign currency risk.

The Company’s functional currency is the Canadian dollar. The Company operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to Euros and US dollars. The fluctuation of these currencies in relation to the Canadian dollar will consequently impact the profitability of the Company and may also affect the value of the Company’s assets and liabilities and the amount of shareholders’ equity. The Company does not hold significant assets or liabilities in currencies other than the Canadian dollar and a 10% fluctuation in foreign currencies against the Canadian dollar would have a insignificant impact on the Company.

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

17 Capital management

The Company’s capital structure consists of all components of shareholders’ equity. The Company’s objective when managing capital is to maintain adequate levels of funding to support the current operations and the necessary corporate and administrative functions to facilitate these activities. This is done primarily through equity financing. Future financings are dependent on market conditions and there can be no assurance the Company will be able to raise funds in the future. The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from the prior period.

18 Operating segments

The Company has one reportable segment, the development of blockchain and decentralized financial services. Non-current assets by geographical location is as follows:

Canada Ireland	2021 2020 ($) ($) 19,927,015 - 4,146,989 - 24,074,004 -

19 Subsequent events

Verif-y investment

On February 23, 2022, the Company made a strategic investment of $1,000,000 USD in Verif-y Inc. ("Verif-y") in exchange for a minority interest in Verif-y. The terms of investment provide the Company with the option to purchase an additional $1,000,000 USD of Verif-y's common stock at the same valuation for a period of 90 days following the February 23, 2022 closing date. Verif-y is a US based company that licenses Digital ID software and offers Regulatory Identity Verification and AML Solutions to financial institutions and government entities.

Coinmama acquisition

Pursuant to the definitive agreement and subject to customary closing adjustments, Wellfield will acquire all of the issued and outstanding securities of New Bit Ventures Ltd, operating as Coinmama, in exchange for total aggregate consideration of $3,000,000 USD payable in cash and the issuance of 22,988,467 common shares in the capital of Wellfield. Coinmama is a global platform that provides users with the ability to buy and sell cryptocurrencies. Upon closing of the transaction, Coinmama will become a whollyowned subsidiary of Wellfield. It is currently anticipated that following the closing, former security holders of Coinmama will hold approximately 19% of the issued and outstanding common shares of Wellfield. Each consideration share will be subject to a fourmonth hold period in accordance with applicable Canadian securities laws as well as contractual restrictions on transfer with periodic releases from such restrictions over a period of 19 months.

The terms of the transaction were negotiated at arm's length. The transaction will constitute a fundamental acquisition under TSX Venture Exchange Policy 5.3 and as such it will require TSXV approval. As the transaction is arm's length and there is not expected to be any new control persons created, it is not expected that shareholders of Wellfield will be required to approve the transaction. There are no finder's fees payable in connection with the transaction. Pursuant to the definitive agreement, the obligations of the parties to complete the transactions are subject to customary conditions for a transaction of this nature, including: the accuracy of representations and warranties; the fulfilment of certain covenants; the receipt of certain regulatory and governmental approvals, the approval of TSXV; the receipt of consents of certain third parties; and there having been no material adverse effect as of the time of closing.

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

Wellfield Technologies Inc.

(formerly 1290447 B.C. Ltd.)

20 Restatement

For comparative purposes, the consolidated statements of financial position as at December 31, 2020 and January 1, 2020 include adjustments to reflect the change in accounting policy resulting from the change in the presentation currency to the Canadian dollar. The amounts previously reported in British pound sterling as shown below have been translated into Canadian dollars as at December 31, 2020 and January 1, 2020 exchange rates of 1.74 and 1.72, respectively.

	Previously reported	in British	pound
	sterling	(£)		As restated in Canadian dollars ($)
	December 31, 2020	January	1, 2020	December 31, 2020	January 1, 2020
Current assets	78,758		1,527	136,753	2,627
Total assets	78,758		1,527	136,753	2,627
Current liabilities	187,899		29,646	326,261	51,009
Non-current liabilities	534,084		544,947	912,105	937,636
Total liabilities	721,983		574,593	1,238,366	988,645
Equity	(643,225)		(573,066)	(1,101,613)	(986,018)
Total liabilities and equity	78,758		1,527	136,753	2,627

The statement of loss and comprehensive loss and statement of cash flows have been adjusted for foreign exchange gain and translated at an exchange rate of 1.72 for the year ended December 31, 2020.

Statement of loss and comprehensive loss for the year ended December 31, 2020

	Previously reported
	in British pound	As restated in
	sterling (£)	Canadian dollars ($)
Total expenses	77,878	134,113
Net loss	(77,878)	(134,113)
Other comprehensive income	7,719	18,518
Total comprehensive loss	(70,159)	(115,595)
Basic and diluted loss per share	(0.01)	(0.02)

Statement of cash flows for the year ended December 31, 2020

	Previously reported
	in British pound	As restated in
	sterling (£)	Canadian dollars ($)
Net loss	(77,878)	(134,113)
Net cash flow used in operating activities	(43,909)	(69,204)
Net cash flow from financing activities	122,667	212,970
Effect of foreign exchange rate changes on cash	-	(7,013)
Net increase in cash	78,758	136,753