Wellfield Technologies Inc. — Interim / Quarterly Report 2021

May 29, 2021

1290447 BC Ltd.

Condensed Interim Financial Statements

(Unaudited)

(Expressed in Canadian Dollars)

For the period from incorporation (February 23, 2021) to March 31, 2021

1290447 BC Ltd.

(the “Company”)

CONDENSED INTERIM FINANCIAL STATEMENTS From the period from incorporation to March 31, 2021

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Management of 1290447 BC Ltd. is responsible for the preparation of the accompanying unaudited condensed interim financial statements. The unaudited condensed interim financial statements have been prepared using accounting policies in compliance with International Financial Reporting Standards for the preparation of condensed interim financial statements and are in accordance with IAS 34 – Interim Financial Reporting.

The Company’s auditor has not performed a review of these condensed interim financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.

1290447 BC LTD. Condensed Interim Statements of Financial Position (Unaudited) (Expressed in Canadian dollars)

		As at
		March 31, 2021
Assets
Current Assets
Cash	$	1
Total Assets	$	1
Liabilities and Shareholders’ Equity
Current Liabilities
Total Current Liabilities		-
Shareholders’ Equity
Share capital	$	1
		1
Total Liabilities and Shareholders’ Equity	$	1

Nature and continuance of operations (Note 1) Subsequent events (Note 9)

Approved on Behalf of the Board on May 28, 2021:

“Michael Lerner” “Harvey McKenzie” Michael Lerner – CEO/Director Harvey McKenzie - Director

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

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1290447 BC LTD.

Condensed Interim Statements of Loss and Comprehensive Loss (Unaudited) (Expressed in Canadian dollars)

		Period from
	incorporation (Feb
		23, 2021) to
For theperiod	March 31, 2021
Expenses
Expenses	$	-
		(-)
Net loss and comprehensive
loss for theperiod	$	(-)
Weighted average number of shares outstanding
– basic and diluted		1
Basic and diluted loss per
share	$	0.00

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

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1290447 BC LTD.

Condensed Interim Statements of Changes in Shareholders Equity (Deficiency) (Unaudited)

(Expressed in Canadian dollars)

Number(Note 7)	Share Capital AmountDeficit	Share Capital AmountDeficit	Total Shareholders’Equity /(Deficiency)
Balance, December 31, 2020Shares issued during the periodLoss for theperiod	-1-	$ -$ -1---	$ -1-
Balance, March 31, 2021	1	$1$ -	$1

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

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1290447 BC LTD. Condensed Interim Statements of Cash flows (Unaudited) (Expressed in Canadian dollars)

For the periodPeriod fromincorporation(February 23, 2021)to March 31, 2021	For the periodPeriod fromincorporation(February 23, 2021)to March 31, 2021
	Cash (used for) provided by:Operating ActivitiesLoss for the period$-Items not involving cash:Changes in non-cash working capital items:Accountspayables and accrued liabilities-
	-
	Financing ActivitiesCommon shares issued1
	1
	Change in cash for the period$1Cash, beginning of the period-
	Cash, end of theperiod$1

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

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1290447 BC LTD. Notes to the Condensed Interim Financial Statements For the period from incorporation (February 23, 2021) to March 31, 2021 (Unaudited) (Expressed in Canadian dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

1290447 BC Ltd. (the “Company”) was incorporated under the British Columbia Business Corporations Act on February 23, 2021. The head office and records and registered office is located at 47 Lakeshore Road East, Unit 201, Mississauga, Ontario L5G 1C9.

The Company is investigating and evaluating business opportunities to either acquire or in which to participate.

On May 29, 2019, ECC Diversified Inc. (“ECC”) completed a strategic reorganization of its assets by way of a plan of arrangement (the “Arrangement”) in which it spun out Larose Ventures Ltd and its other investee subsidiaries. This Arrangement involved the transfer of certain assets into Larose. The Arrangement was approved by the shareholders of ECC at an annual general and special meeting held on May 17, 2019 and the Supreme Court of British Columbia issued its final order approving the Arrangement on May 28, 2019.

These condensed interim financial statements have been prepared in accordance with IFRS with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than a process of forced liquidation. These condensed interim financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

Continuing business as a going concern is dependent upon the ability of the Company to obtain additional debt or equity financing, both of which are uncertain. These material uncertainties may cast significant doubt on the Company’s ability to continue as a going concern.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time.

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1290447 BC LTD. Notes to the Condensed Interim Financial Statements For the period from incorporation (February 23, 2021) to March 31, 2021 (Unaudited) (Expressed in Canadian dollars)

2. BASIS OF PRESENTATION

Statement of compliance

The Company applies International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). These unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual consolidated financial statements required by IFRS as issued by IASB and interpretations issued by IFRIC.

The policies applied in these unaudited condensed interim financial statements are based on IFRSs issued and outstanding as of May 28, 2021, the date the Board of Directors approved the statements.

The Board of Directors approved these financial statements on May 28, 2021.

The condensed interim financial statements of the Company are presented in Canadian dollars, which is the functional currency of the Company. The Company’s condensed interim financial statements were authorized for issue by the Board of Directors on May 28, 2021.

3. SIGNIFICANT ACCOUNTING POLICIES

These condensed interim financial statements of the Company have been prepared on the historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. In addition, the financial statements have been prepared using the accrual basis of accounting, except for the statements of cash flows.

4. RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

The Company has identified its directors and certain senior officers as its key management personnel and the compensation costs for key management personnel and companies related to them are recorded at their exchange amounts as agreed upon by transacting parties.

As at March 31, 2021, there were no related party transactions and the Company was a wholly owned subsidiary of Larose Ventures Ltd.

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1290447 BC LTD. Notes to the Condensed Interim Financial Statements For the period from incorporation (February 23, 2021) to March 31, 2021 (Unaudited) (Expressed in Canadian dollars)

5. SHARE CAPITAL

(a) Authorized

Unlimited number of common and preferred shares without par value.

(b) Issued and outstanding

As at March 31, 2021, the Company had one common share issued and outstanding.

Number ofShares	Amount
Balance, December 31, 2020-	-
Shares issued – February 23, 20211	1
Balance, March 31, 20211	1

6. BASIC AND DILUTED LOSS PER SHARE

The calculation of basic and diluted loss per share for the period ended March 31, 2021 was based on the loss attributable to common shareholders of $nil and the weighted average number of common shares outstanding of one.

7. MANAGEMENT OF CAPITAL

Capital is comprised of the Company’s shareholders’ equity (deficiency) and any debt that it may issue. The Company’s objectives when managing capital are to maintain financial strength and to protect its ability to meet its ongoing liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for shareholders over the long term. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels.

The Company manages its capital structure to maximize its financial flexibility making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital, but rather relies on the expertise of the Company’s management to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. As at March 31, 2021, the Company is not subject to any externally imposed capital requirements.

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1290447 BC LTD. Notes to the Condensed Interim Financial Statements For the period from incorporation (February 23, 2021) to March 31, 2021 (Unaudited) (Expressed in Canadian dollars)

8. FINANCIAL INSTRUMENTS

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Market Risk

Market risk is the risk that the fair value or future cash flows from a financial instrument will fluctuate because of changes in market prices or prevailing conditions. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk and are disclosed as follows:

i. Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company holds no financial instruments that are denominated in a currency other than Canadian dollars. As at March 31, 2021, the Company is not exposed to currency risk.

ii. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in market risk. The Company’s sensitivity to interest rates relative to its cash balances is currently immaterial. The Company also has no long-term debt with variable interest rates, so it has no negative exposure to changes in the market interest rate.

(ii) Price rate risk

The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Management closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company. Given the Company’s limited market exposure at this time it has assessed there to be a low level of price rate risk.

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1290447 BC LTD. Notes to the Condensed Interim Financial Statements For the period from incorporation (February 23, 2021) to March 31, 2021 (Unaudited) (Expressed in Canadian dollars)

8. FINANCIAL INSTRUMENTS (continued)

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets including cash. The Company limits the exposure to credit risk by only investing its cash with high-credit quality financial institutions. Management believes that the credit risk related to its cash is negligible.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. At March 31, 2021, the Company has limited sources of revenue and has a cash balance of $1 to settle current liabilities of $nil. As such, the Company has insufficient cash to fund corporate overhead costs and the repayment of the Company’s debt obligations for the next year.

Until such time as the Company’s investments increase in value or begin generating significant dividend income, the Company will remain dependent upon the financial support of its shareholders and debt holders or the sale of investments. If the Company is unable to finance itself through these means, it is possible that the Company will be unable to continue as a going concern.

Additionally, the Company likely has insufficient funds from which to finance any identified business acquisition and as such will require additional financing to accomplish the Company’s long-term strategic objectives. Future funding may be obtained by means of issuing share capital and/or debt financing. There can be no certainty of the Company’s ability to raise additional financing through these means. If the Company is unable to continue to finance itself through these means, it is possible that the Company will be unable to continue as a going concern.

Consequently, the Company is exposed to liquidity risk as at March 31, 2021.

Fair Value Risk

When participating in investment activities, the Company may incur losses if it is unable to resell the securities it has purchased or if it is forced to liquidate its holdings at less than their respective carrying values. The Company is also exposed to fair value risk as a result of its trading activities in publicly traded securities. All of the Company's investments are carried on a FVTPL basis and are recorded at their fair value. As such, changes in fair value affect earnings as they occur.

The fair value of cash at March 31, 2021 approximates their carrying values due to their short term to maturity.

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1290447 BC LTD. Notes to the Condensed Interim Financial Statements For the period from incorporation (February 23, 2021) to March 31, 2021 (Unaudited) (Expressed in Canadian dollars)

9. SUBSEQUENT EVENT

On April 1, 2021, Larose Ventures Ltd. and 1290447 B.C. Ltd. (“447”) announced that the previously announced spin-out of the Spinout Entities by a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”) has been completed. The Arrangement was approved by the unanimous written consent of the shareholders of the Company. The Company obtained the final order approving the Arrangement from the Supreme Court of British Columbia on March 26, 2021 and the Arrangement closed and became effective on April 1, 2021.

Pursuant to the Arrangement, shareholders of Larose as of the close of business on the record date of March 8, 2021 received one half of one common share of each of the Spinout Entities for every common share of Larose that they held as of March 8, 2021.

Pursuant to the amalgamation of Larose ventures with 1282454 BC Ltd, the share holders of the Company were issued 1,000,000 common shares each at a cost of $0.125 per common share. Pursuant to the plan of arrangement between Larose Ventures and the Spinout entities, shareholders of Larose as at the close of the business on the record date of March 8, 2021 received one half of one common share of each of the spinout entities for every common share of Larose that they held as of March 8, 2021.

On April 1, 2021, as part of the arrangement agreement, the Company also cancelled one share that was issued on incorporation.

On May 12, 2021 the Company announced that it has closed a non-brokered private placement, in which it raised gross proceeds of $100,000.

This placement consisted of 100,000 common shares of the Company at a price of CAD$1.00 per common share (the “Offering”). No finder’s fees were payable in connection with the Offering. The Company intends to use the proceeds of the Offering for general working capital purposes.

On May 21, 2021, the Company announced that it has entered into a business combination agreement with Seamless Logic Software Limited, a company existing under the laws of Gibraltar ("Seamless") and MoneyClip Inc., a company existing under the laws of the State of Delaware ("MoneyClip").

Upon completion of the Business Combination, the Company is expected to be renamed Wellfield Technologies Inc. ("Wellfield" or the "Resulting Issuer").

Beginning in 2017, Seamless and MoneyClip have developed complementary, cutting-edge technology infrastructure designed to facilitate decentralized finance ("DeFi") by streamlining crossblockchain trading and making Bitcoin compatible with DeFi. The companies combine best-in-class leadership with decades of experience building disruptive technology in Silicon Valley and Israel. The combined team of 13 engineers including 5 PhDs have developed a proprietary DeFi technology and IP portfolio since 2017 and, upon completion of the Business Combination and Concurrent Financing, will be ideally positioned to expand their R&D, product pipeline and user base.

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1290447 BC LTD. Notes to the Condensed Interim Financial Statements For the period from incorporation (February 23, 2021) to March 31, 2021 (Unaudited) (Expressed in Canadian dollars)

9. SUBSEQUENT EVENT (continued)

Concurrently with the Business Combination, the Company intends to undertake a $25 million best efforts private placement led by Canaccord Genuity Corp. (the "Concurrent Financing") and to apply for listing on the TSX Venture Exchange.

Overview of the Business Combination

Pursuant to the Business Combination Agreement, the parties will complete a series of transactions (collectively, the "Business Combination") whereby, among other things, existing shareholders of Seamless and MoneyClip will exchange their shareholdings for common shares of the Resulting Issuer.

Prior to giving effect to the Concurrent Financing, the non-diluted, pro forma ownership of the Resulting Issuer is expected to be approximately 60% former Seamless shareholders, 38% former MoneyClip shareholders, and 2% former Company shareholders.

Concurrent Financing

In connection with the Business Combination, the parties intend to complete a best efforts private placement of subscription receipts (the "Subscription Receipts"). Canaccord Genuity Corp., on behalf of a syndicate of agents to be formed, has been retained as lead agent and bookrunner in the Concurrent Financing.

Upon the satisfaction or waiver of certain escrow release conditions, including closing of the Business Combination in accordance with its terms and the Resulting Issuer being conditionally approved for listing on the Exchange, the escrowed proceeds of the Concurrent Financing (less certain agreed deductions) will be released to the Resulting Issuer and holders of Subscription Receipts, without any further payment or other act or formality, will receive common shares of the Resulting Issuer.

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