Wellfield Technologies Inc. — Management Reports 2023

Jul 28, 2023

Wellfield Technologies Inc.

Management’s Discussion & Analysis Three and fifteen months ended March 31, 2023 (Expressed in Canadian dollars)

Introduction

The following Management’s Discussion and Analysis (“MD&A”) comments on the financial condition and results of operations of Wellfield Technologies Inc. (“Wellfield” or the "Company”) for the three and fifteen months ended March 31, 2023. The information contained herein should be read in conjunction with Wellfield's audited consolidated financial statements for the fifteen months ended March 31, 2023 (the “Financial Statements”). All financial data in this MD&A has been derived from the Financial Statements which are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee.

Unless the context otherwise requires, all references to “Wellfield”, “Company”, “our”, “us”, and “we” refer to Wellfield Technologies Inc. and its direct and indirect subsidiaries.

This MD&A is dated July 28, 2023. All amounts are presented in Canadian dollars, unless otherwise noted. The functional currency for Wellfield Technologies Inc. is the Canadian dollar.

The Company changed its financial year end from December 31 to March 31 for the purpose of regulatory and administrative efficiency. As a result, the Financial Statements have been prepared for the fifteen months ended March 31, 2023, with comparatives for the twelve months ended December 31, 2021.

Advisory Regarding Forward-Looking Statements

Certain statements contained in this MD&A constitute forward-looking information or forward-looking statements under applicable securities laws (collectively, "forward-looking statements"). In particular, this MD&A contains forward-looking statements with respect to, among other things, our objectives, goals, strategies, intentions, plans, estimates, outlook, expected growth, business opportunities and completion of proposed transactions. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties and undue reliance should not be placed on such statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance (often, but not always, using words or phrases such as "may”, “would”, “could”, “will”, “plan”, “anticipate”, “believe”, “seek”, “propose”, “estimate”, “expect”, "continue", "project", "forecast", "potential", "targeting", "intend", "might", "should", and similar expressions, as they relate to the Company), are not statements of historical fact and may be "forward-looking statements". Further information regarding forward-looking information and statements can be found at the end of this MD&A.

Overview and Nature of Business

Wellfield builds blockchain powered technology that meets the everyday finance and digital asset investing needs of consumers and institutions through its Coinmama.com and Wellfield Capital branded business lines. The Company has strong academic and development expertise with a focus on architecting fully decentralized solutions built directly on public blockchains like Bitcoin and Ethereum. Wellfield aims to combine this novel IP, branded applications, digital identity, and everyday finance solutions to create solutions that offer alternatives to traditional finance.

Wellfield develops decentralized and permissionless "on blockchain" technologies, focusing on solutions where centralized exchanges and other institutions have proven market demand and where infrastructure gaps currently prevent blockchains from supporting competitive alternatives. Management places an emphasis on research and leverages its strong academic and blockchain team to ensure its fully decentralized technology operates securely as publicly accessible utilities. Our mission is to develop foundational infrastructure that empowers blockchain to support global finance. Management includes founders and academic advisors with decades of experience in economics, finance, and technology, as well as deep knowledge in computer science fields related to blockchain, cryptography and complexity.

Wellfield's business operations comprise a worldwide, regulated platform that has already generated revenue from over 3.8 million users who have undergone regulatory verification and conducted transactions on the platform. The Company's main offering provides non-custodial services for individuals and organizations to purchase and sell digital currencies, such as Bitcoin and Ether. The management team is actively implementing a multi-quarter strategy to integrate their innovative blockchain technology into its consumer and institutional facing business lines, with the aim of capitalizing on the trend of capital and transactions moving away from centralized solutions towards decentralized on-chain smart contracts and protocols.

Discussion of Operations

Decentralized services R&D progress

On December 13, 2022, the Company announced the launch of the first of several distinct proprietary decentralized blockchain technologies (or “protocols”) in the Company's IP catalogue. The novel ecosystem of smart contracts deployed to create decentralized trading, hedging, and fixed-income products with built in liquidity, connected to Uniswap. The Company has subsequently deployed capital into these protocols with close and trusted partners for the purposes of user testing and feedback, resulting in improvements that have been integrated to improve usability and user experience. Management is now undertaking efforts to formalize go to market plans; looking at both private, accredited investor only access via Wellfield Capital and open, public launch options that align with the current regulatory compliance possibilities.

Coinmama

On May 27, 2022, Coinmama became a wholly-owned subsidiary of Wellfield. The acquisition of Coinmama added a revenue-generating business with existing user relationships and an established brand and web presence. Coinmama offers a browser-based platform, which introduced a new UI and UX experience, and post acquisition management released a mobile financial application which is expected to improve user retention and per user monetization metrics. During the period, the Coinmama website underwent a redesign, launching with a new, user-friendly appearance. The redesign included technological improvements that are expected to increase the monetization of existing customers and provide support for Coinmama's self-custody financial application and decentralized services.

In July 2023, Wellfield announced it completed an operational reorganization in an effort to improve the efficiency of the Company’s Coinmama business line. The changes aimed to improve Coinmama's efficiency by deepening the utilization of operational partnerships and outsourcing various functions. The reorganization, which was completed in July 2023, resulted in a material reduction in both the overall workforce of the Company and its cost of revenue. This is expected to result in meaningful improvements to the Company’s cost structure and cash flows from operations. Preliminary results indicate no reduction in volumes of revenues has been observed since this change.

Management is now focusing on increasing user growth on its web and mobile application and adding new offerings on the Coinmama platform that enhance user experience and increase monetization of the user base. This includes adding support for our VaultChain™ Gold and integrating non-custodial blockchain powered decentralized financial services.

Product and brand strategy execution

During July 2022, management initiated a product and brand strategy review of the Company's institutional and retail business lines. During this process, management resolved to unify all the Company's direct retail-facing products and services under the Coinmama brand, resulting in the discontinuance of the MoneyClip consumer brand. The restructuring of the MoneyClip business line was completed during the three months ended September 30, 2022, which involved retaining all 18 full-time staff within the Company, removing the MoneyClip application from app stores, and re-launching the self-custody mobile financial application under the Coinmama brand. Resulting from the discontinuance of MoneyClip as a stand-alone cash-generating unit, management recognized impairment losses of MoneyClip related goodwill and intangible assets. The discontinuation of the MoneyClip brand did not significantly impact operating expenses during the period as MoneyClip resources were reallocated to the development and launch of the Coinmama self-custody mobile financial application.

Wellfield Capital

During the second half of the fifteen months ended March 31, 2023, management began an initiative to leverage Coinmama's extensive global regulatory compliance, payment, and onboarding infrastructure to launch Wellfield Capital's operations. During this period, Wellfield Capital began to engage with liquidity providers and institutional customers and, in addition, offer VaultChain Gold to institutional and professional investors. The expected new revenue stream is part of the Company's strategy to diversify its services portfolio and customer range and ultimately increase the target market and monetization opportunities for its decentralized services. Management is focused on growing its customer base using its existing solutions and capitalizing on opportunities to acquire or build additional solutions that enable full service offerings for Wellfield Capital customers.

Tradewind Markets

On February 8, 2023, the Company completed the acquisition of Tradewind Markets, Inc. ("Tradewind"), acquiring 100% of its issued and outstanding securities in exchange for 15,166,667 Units of the Company. Each Unit consists of one common share of the Company and one warrant, exercisable for a common share at $0.45 for a period of three years from the date of issuance. Tradewind is a US-based operator of a global digital precious metals platform, whose core products include VaultChain Gold and VaultChain Silver, which offer blockchain based digital ownership of deliverable precious metals and a platform used by miners and refiners to streamline large-scale trade execution of physical precious metals. Management is focused on increasing the demand for digital gold by growing Tradewind’s existing enterprise blockchain as well as pursuing opportunities to tokenize digital gold on public blockchains. Management is optimistic of Tradewind's impact on future earnings, and the potential synergies with the Company's pre-existing portfolio of blockchain-based products and services.

February 2023 private placement

On February 8, 2023, the Company completed a $3,000,000 non-brokered private placement of 15,000,000 Units at a price of $0.20 each. Each Unit consisted of one common share of the Company and one warrant, exercisable for a common share at $0.45 for a period of three years from the date of issuance. The warrants contain an acceleration clause, giving the Company the option to accelerate the expiration date if the 10-day volume-weighted average share price exceeds $0.75, subject to a minimum notice period of 30 days.

Investment and financing activities subsequent to March 31, 2023

On July 28, 2023, the Company announced a $1,000,000 USD non-brokered private placement of 1,000 Units at $1,000 USD per Unit. Each Unit consisted of $1,000 USD in unsecured convertible debentures and 4,000 warrants. The convertible debentures have a two-year term and bear interest at 5.0% per annum, payable semi-annually. The Company has the option, with each interest payment, to repay up to $250 USD in principal per debenture. Any remaining principal on the debentures will be convertible at the option of the holder at maturity into the number of common shares computed on the basis of the principal amount of the debentures outstanding at the time of conversion divided by the conversion price of $0.25 per common share. Each warrant will entitle the holder to purchase one common share of the Company for a period of two years from the date of issuance at an exercise price of $0.25. The warrants contain an acceleration clause, giving the Company the option to accelerate the expiration date if the 10-day volume-weighted average share price exceeds $0.75, subject to a minimum notice period of 30 days.

On July 28, 2023, the Company announced a $1,250,000 USD unsecured non-convertible debenture by way of private placement. The principal amount owing under the debenture, including any accrued and unpaid interest will be payable in cash at the end of the two-year term. The debenture requires quarterly principal repayments of $150,000 USD commencing on March 31, 2024. The debenture bears interest at 8.2% for the first 21 calendar months, payable quarterly in arrears, with interest increasing to 16.4% thereafter. The debenture has accelerated repayment terms should the Company repay debentures or notes, issued by the Company to other parties, in advance of maturity. In the event that the Company completes future debt or equity financing for cash, a principal

repayment shall be made equal to the lower of the remaining principal balance outstanding and 20% of the net proceeds of such issuance.

On July 28, 2023, the Company announced an equity swap transaction whereby it will acquire 1,155,000 preferred shares, Series B, and 517,100 common shares of Bosonic Inc. ("Bosonic") and issue 17,250,000 common shares of Wellfield as consideration, resulting in an approximately 9.7% interest in Bosonic on a fully diluted basis. Additionally, Wellfield has negotiated certain exclusivity rights for the Canadian marketplace. Management intends to integrate Bosonic solutions into its product offering and believes that exclusivity in Canada will provide a competitive advantage and opportunity for future growth of the Wellfield Capital brand. Bosonic is a privately held company that focuses on commercializing unique solutions addressing counterparty and settlement risks inherent for institutional clients of centralized digital asset trading platforms.

On July 25, 2023, the Company entered into a definitive purchase agreement with Brane Inc. ("Brane") whereby it will acquire Brane Trust Company Ltd. (“Brane Trust”), a wholly owned subsidiary of Brane, and certain technology and assets owned by Brane or its subsidiaries in a transaction valued at $9,990,883. These combined assets are intended to be acquired by the Company to operate Brane Trust as a wholly owned subsidiary and Canadian digital asset custodian and public trust, licenced by the province of Alberta. Management believes that this acquisition provides long term value as blockchains continue to attract more capital and transactions, because institutional investors are expected to continue to look for regulated public trusts for their digital asset custody solutions rather than take self-custody as has been observed in the consumer segment.

Future performance

The Company anticipates its future performance may be materially affected by the market price and demand for cryptocurrency. The Company has a positive outlook on the continuing growth in demand for digital assets and expects a continued trend toward increased adoption and demand of decentralized services and self-custody options. As a response to the bankruptcy of the cryptocurrency exchange FTX, management has observed increased market demand for decentralized services that remove counterparty risk, and believes that the Company’s strategy is aligned with this macro shift.

Given the bankruptcy of the cryptocurrency exchange FTX in the US and Bahamas in November 2022, management is working to identify potential changes in regulations and laws enacted by government authorities as it relates to cryptocurrency and decentralized finance that could prevent the Company from offering its planned services and solutions or operating a fully compliant business. Government authorities have been slow to react to the rapid changes and it is difficult to predict the potential impact of any future changes, however, management believes the Company’s self-custody approach provides flexibility to adapt its operations to new regulations or legislation.

Management aims to capitalize on the distinction between self-custody decentralized services, described as decentralized finance, and centralized cryptocurrency exchanges that have built businesses by taking custody of customer assets. Market awareness and user acquisition efforts for Coinmama will include executing on both earned and organic campaigns across multiple marketing channels. Paid campaigns will rely on Coinmama getting preapproved on each individual platform, to promote crypto assets. If successful, we’ll be looking to scale traffic during the upcoming quarters.

The Company does not expect the recent increases in global inflation to have a significant impact on its short-term outlook of revenue and expenses.

Selected Annual Information

Selected financial information for the Company is provided below:

		12 months	12 months
	15 months	ended	ended
	ended March	December 31,	December 31,
	31, 2023	2021	2020
	($)	($)	($)
Revenue	110,699,876	-	-
Net loss	(47,963,258)	(5,287,883)	(134,113)
Net loss per common share (basic and fully diluted)	(0.40)	(0.10)	(0.02)
Total assets	24,454,902	43,453,717	136,753
Total non-current financial liabilities	19,127	-	912,105

The Company started generating revenue following its May 2022 acquisition of Coinmama. During the fifteen months ended March 31, 2023, the Coinmama business line contributed revenues of $110,638,937. The balance of revenue was generated through Tradewind, a company acquired in February 2023. The Company incurred significant expenses related to the development, growth and administration of its various business lines as it positioned the Company for future growth. The impairment of intangible assets and goodwill contributed $25.1 million the $48 million total net loss for the period. The operational cash flow deficit and the impairment losses were the two driving factors in the decline in the Company's assets from December 31, 2021 to March 31, 2023.

Results of Operations

				15 months	12 months
	3	months ended	3 months ended	ended March 31,	ended December
	March 31, 2023		March 31, 2022	2023	31, 2021
		($)	($)	($)	($)
Revenue		43,640,337	-	110,699,876	-
Cost of revenue		42,768,779	-	108,199,706	-
Gross profit		871,558	-	2,500,170	-
Operating expenses
Research and development		1,794,415	832,151	7,512,872	1,445,951
Growth and marketing		235,773	237,782	1,923,810	81,772
Operations		-	38,173	115,363	21,701
General and administrative		2,765,397	3,043,747	13,511,129	1,551,778
Amortization and depreciation		417,314	359,839	2,000,985	156,005
Total operating expenses		5,212,899	4,511,692	25,064,159	3,257,207
Operating loss		(4,341,341)	(4,511,692)	(22,563,989)	(3,257,207)
Other income (loss)		(978,810)	13,119	(26,962,502)	(1,845,211)
Loss before income taxes		(5,320,151)	(4,498,573)	(49,526,491)	(5,102,418)
Income tax expense (recovery)		(627,785)	190,959	(1,563,233)	185,465
Net loss		(4,692,366)	(4,689,532)	(47,963,258)	(5,287,883)
Foreign currency translation
adjustment		(262,404)	(21,682)	1,839,770	33,305
Unrealized fair value loss of cash flow
hedging derivative instruments		(46,126)	-	(46,391)	-
Comprehensive loss		(5,000,896)	(4,711,214)	(46,169,879)	(5,254,578)
Basic and diluted loss per share		(0.03)	(0.05)	(0.40)	(0.10)

Revenue breakdown

Selling of cryptocurrencies Consumers Institutions Referrals Tradewind Transaction revenue Storage revenue	3 months ended March 31, 2023 3 months ended March 31, 2022 15 months ended March 31, 2023 12 months ended December 31, 2021 ($) ($) ($) ($) 25,706,584 - 68,969,602 - 17,815,806 - 41,266,380 - 57,008 - 402,955 - 37,959 - 37,959 - 22,980 - 22,980 -
	43,640,337 - 110,699,876 -

During the three months ended March 31, 2023, the Company generated revenue of $43,579,398 from its Coinmama brand, a 3% increase from the previous quarter's revenue of $42,067,116. Coinmama's revenue from consumers increased materially during the last three months of the fiscal period marking the strongest revenue results since the date of acquisition. This was a result of the improvement in market sentiment towards cryptocurrencies during this period, which can be illustrated by the price of Bitcoin, which nearly doubled from January 1, 2023 to March 31, 2023. The Company launched its institutional business line operations in September 2022, which currently provides Coinmama with high-volume, low-margin revenue. Since its launch, the institutional business line has contributed approximately 50% of the Company's total revenues.

Cost of revenue

				12 months	12 months
	3 months	3 months	15 months	ended
	ended March	ended March	ended March	December	31,
	31, 2023	31, 2022	31, 2023	2021
	($)	($)	($)	($)
Cost of revenue	42,768,779	-	108,199,706		-
Percentage of revenue	98.00%	-	97.74%		-

Wellfield's Coinmama branded business operates under a business model that drives high revenue volumes with lower margins. The revenue from institutions further emphasized the high-volume, low-margin results from Coinmama. Cost of sales as a percentage of revenue was 95.5% for the three months ended September 30, 2022, increasing to 98% for the six months ended March 31, 2023 due to the implementation of the Company's institutional business line in September 2023. The Company's operational reorganization, which was completed in July 2023, is expected to have a significant impact on the revenue and cost of sales reported in the short-term future. The Company will be acting as an agent and not the principal in the sale of cryptocurrencies and therefore will report revenue on a net basis. As a result of the shift in the business model, the Company's cost of revenue related to Coinmama revenue is expected to decrease significantly as the Company is able to reduce its back-office and support requirements.

Research and development

Salaries and benefits Consulting Dues and subscriptions Other	3 months ended March 31, 2023 3 months ended March 31, 2022 15 months ended March 31, 2023 12 months ended December 31, 2021 ($) ($) ($) ($) 1,249,583 495,191 4,922,579 170,973 379,920 326,874 2,051,052 1,272,077 99,118 10,086 339,050 2,901 65,794 - 200,191 -
	1,794,415 832,151 7,512,872 1,445,951

Research and development expenses primarily consist of salaries and benefits for the development and product team, as well as consulting fees for outsourced development work. Costs related to the Company's development hub in Portugal are included in consulting expenses. For the three and fifteen months ended March 31, 2023, the Company's research and development expenses were $1.8 million and $7.5 million, respectively, compared to $0.8 million and $2.3 million for the same periods in the previous year. The increase in salaries and benefits of $0.75 million and $4.25 million in the three and fifteen months ended March 31, 2023, compared to the same period in the previous year, was due to the Coinmama acquisition and an increase in the workforce. As part of the operational reorganization, the Company reduced its research and development staff through the elimination of its Canadian development team in May 2023. The staffing reduction is expected to reduce the quarterly research and development spend by over 50%.

Growth and marketing

Salaries and benefits Consulting, advertising, other	3 months ended March 31, 2023 3 months ended March 31, 2022 15 months ended March 31, 2023 12 months ended December 31, 2021 ($) ($) ($) ($) 148,849 84,336 1,118,957 29,536 86,924 153,446 804,853 52,236
	235,773 237,782 1,923,810 81,772

Growth and marketing expenses primarily consist of salaries and benefits, consultants and advertising expenses incurred in the promotion of the Company's brand and products. The Company's growth and marketing expenses increased subsequent to the acquisition of Coinmama. This included an increase in overall headcount and spending towards promotional activities. The growth and marketing expenses slowed down in the last quarter of the period as a result of staffing vacancies which were not replaced.

General and administrative

Salaries and benefits Legal and professional fees Consulting Investor relations General Directors fees Meals and entertainment Travel Advisory board Dues and subscriptions Filing fees Bank charges and interest

3 months ended March 31, 2023 3 months ended March 31, 2022 15 months ended March 31, 2023 12 months ended December 31, 2021 ($) ($) ($) ($) 1,292,933 189,079 4,120,435 72,852 470,482 707,955 2,601,293 593,248 438,769 21,178 899,692 319,649 136,324 1,752,821 3,765,075 402,368 113,543 62,548 581,505 14,255 82,402 86,556 407,429 38,109 74,984 1,941 245,406 3,340 55,610 3,293 168,351 3,621 51,613 192,842 509,295 38,266 33,102 12,214 101,980 3,220 10,628 7,253 83,952 48,657 5,007 6,067 26,716 14,193

2,765,397 3,043,747 13,511,129 1,551,778

General and administrative expenses consist primarily of costs related to salaries and benefits, investor relations and legal and professional fees. These costs are necessary to sustain the Company's operations as a public entity and to effectively support the various operations and business lines of the Company. The salaries and benefits component primarily covers compensation for personnel in finance, human resources, legal, and compliance roles in addition to certain executives. The Company's general and administrative costs increased materially after the Company went public in November 2021 and again upon completion of the May 2022 acquisition of Coinmama.

The increase in salaries and benefits by $1.1 million and $3.8 million in the three and fifteen months ended March 31, 2023, compared to the same periods of the previous year, was driven by the Coinmama acquisition and the resulting expansion of the workforce. The Company made significant investments in investor relations immediately after going public in November 2021. Of the $3.8 million of investor relations expenses during the fifteen months ended March 31, 2023, approximately 47% were recognized in the three months ended March 31, 2022. This was the first full quarter that Wellfield operated as a public company. The Company's investor relations spending has decreased to a minimal amount as the Company manages its cash flows and during the time while the Company is undertaking its operational reorganization.

Wellfield's legal and professional fees tend to vary based on the level of M+A activity in a given period. Legal and professional fees for the three months ended March 31, 2023 include services related to the acquisition of Tradewind and the completion of the February 2023 private placement. Legal and professional fees for the three months ended March 31, 2022 include services related to the acquisition of Coinmama and the Company's investment in Verif-y.

The Company's consultant expense for the three months ended March 31, 2023 was higher than in previous quarters due to a number of one-time non-recurring items. Meals and entertainment costs increased subsequent to the acquisition of Coinmama. The acquisition of Coinmama increased the Company's headcount significantly and the Israel employees primarily work from the Company's Israel office.

Other income (loss) breakdown

Other income (loss) breakdown
				12 months
	3 months	3 months	15 months	ended
	ended March	ended March	ended March	December 31,
	31, 2023	31, 2022	31, 2023	2021
	($)	($)	($)	($)
Listing expense	-	-	-	(2,418,597)
Net gain on SAFTs	-	-	-	573,709
Impairment of intangible assets
and goodwill	-	-	(25,130,606)	-
Impairment of cryptocurrencies	-	-	(328,841)	-
Fair value adjustment on investment
in Verif-y	(542,420)	-	(460,820)	-
Other income	5,686	2,994	26,577	13,276
Exchange gain (loss)	(442,076)	10,125	(1,068,812)	(13,599)
	(978,810)	13,119	(26,962,502)	(1,845,211)

As a result of the Company's shift away from its MoneyClip branded technology, an impairment loss of $3.3 million was recognized on the MoneyClip acquired technology asset. An impairment loss of $21.8 million was recognized on the Company's goodwill which was primarily attributable to the Company's decision to discontinue its support and development of the MoneyClip application. The Company also recognized an unrealized loss on its investment in Verif-y during the three months ended March 31, 2023. Verif-y Inc. is a private company and therefore the fair value is not readily determined. The estimated fair value of Verif-y Inc. was calculated using the most recent financing completed in March 2023. Prior to the loss recognized during the quarter, the fair value of the investment was estimated to be $1 million USD. The Company recognized an impairment of its investment of cryptocurrency that was acquired in the acquisition of Coinmama. This cryptocurrency investment was not held for trading and was recognized as an intangible under IFRS. The impairment was a result of the decline in the price of Bitcoin from the date of acquisition to June 30, 2022. During the twelve months ended December 31, 2021, the Company recognized $2.4 million in listing expenses related to the Company's listing on the TSX Venture Exchange ("TSXV").

Reconciliation of consolidated net loss to EBITDA and Adjusted EBITDA

				12 months
	3 months	3 months	15 months	ended
	ended March	ended March	ended March	December 31,
	31, 2023	31, 2022	31, 2023	2021
	($)	($)	($)	($)
Net loss before income taxes	(5,320,151)	(4,498,573)	(49,526,491)	(5,102,418)
Interest income	-	(13,154)	-	(13,154)
Amortization and depreciation	417,314	359,839	2,000,985	156,005
EBITDA	(4,902,837)	(4,151,888)	(47,525,506)	(4,959,567)
Share-based payments	108,984	393,532	1,902,089	193,810
Impairment of cryptocurrencies	-	-	328,841	-
Changes in fair value of investments	542,420	-	460,820	-
Exchange loss (gain)	442,076	(10,125)	1,068,812	13,599
Gain on SAFTs	-	-	-	(573,709)
Listing expense	-	-	-	2,418,597
Impairment of intangible assets	-	-	25,130,606	-
One-time transaction expenses	251,126	-	901,882	5,044
Adjusted EBITDA	(3,558,231)	(3,768,481)	(17,732,456)	(2,902,226)

Summary of Quarterly Results

	March 31,	December 31,	September 30,	June 30,
	2023 ($)	2022 ($)	2022 ($)	2022 ($)
Revenue	43,640,337	42,067,116	19,321,272	5,671,150
Cost of revenue	42,768,779	41,355,801	18,468,493	5,606,633
Gross profit	871,558	711,315	852,779	64,517
Operating expenses	5,212,899	6,038,068	5,496,641	3,804,858
Operating loss	(4,341,341)	(5,326,753)	(4,643,862)	(3,740,341)
Other income (loss), including taxes	(351,025)	436,794	(25,265,726)	(41,471)
Net loss	(4,692,366)	(4,889,959)	(29,909,588)	(3,781,812)
Net loss per share, basic and diluted	(0.03)	(0.04)	(0.24)	(0.03)

Revenue Cost of revenue Gross profit Operating expenses Operating loss Other income (loss), including taxes Net income (loss) Net income (loss) per share, basic and diluted	March 31, 2022 ($) December 31, 2021 ($) September 30, 2021 ($) June 30, 2021 ($) - - - - - - - -
	- - - - 4,511,692 1,283,730 1,036,834 462,257
	(4,511,692) (1,283,730) (1,036,834) (462,257) (177,840) (2,623,870) 4,241 588,381
	(4,689,532) (3,907,600) (1,032,593) 126,124 (0.05) (0.05) (0.02) 0.00

Quarterly trends

The quarterly results for the periods ended September 30, 2021 and before consist solely of the operations of Seamless Logic Software Limited ("Seamless"). The loss for the quarter ended September 30, 2021 increased from the previous quarter of the year due to legal fees incurred related to the acquisition of MoneyClip Inc. ("MoneyClip") and the listing of the Wellfield common shares on the TSXV.

Results of the quarter ended December 31, 2021, reflect the results of Seamless plus the consolidated Wellfield entities for the period of November 23, 2021 to December 31, 2021. This includes the non-cash listing expense of $1,623,290 related to the reverse acquisition of 1290447 B.C. Ltd. The results for the quarter ended March 31, 2022 were the first to include the consolidated Wellfield entities for the full quarter. MoneyClip and Seamless continued to incur costs related to the research and development of their respective products. The largest driver of expenses was Wellfield's general and administrative costs, which were over $3 million for the three months ended March 31, 2022. Approximately $2.74 million of these costs relates to investor relations, professional fees, directors' fees and advisory board costs.

The financial performance of Coinmama is reflected in the results for the quarter ending June 30, 2022 from the date of acquisition. During this period, Coinmama generated a revenue of $5.7 million and contributed a gross profit of $64,517 to the overall financial results. The Company's operating expenses showed a decrease compared to the first quarter of the year, primarily due to reductions in the general and administrative expenses. Specifically, expenses related to investor relations and legal and professional fees decreased by $1.1 million and $0.2 million, respectively, compared to the quarter ended March 31, 2022.

The results for the quarter ended September 30, 2022 were the first to include Coinmama for the full quarter. Coinmama generated revenue of $19.3 million during the quarter and contributed a gross profit of $0.9 million. General and administrative and research and development costs were up from the prior quarter due to the inclusion of Coinmama's activities for the full quarter. The largest driver of change was the increase in salaries and benefits expenses as the Company's overall headcount increased by just under 300% with the acquisition of Coinmama. For the three months ended September 30, 2022, salaries and benefits represented 43% of general and administrative expenses, up from 18% in the prior quarter. Growth and marketing expenses did not increase significantly from the prior quarter as the Company was in the process of planning and reviewing its overall growth strategy in anticipation of the release of its Coinmama branded mobile wallet application.

The results for the three months ending September 30, 2022 include impairment losses of $25.1 million on the Company's intangible assets and goodwill. These losses were incurred due to a business decision to redirect focus to Coinmama-branded activities, which resulted in the discontinuation of the MoneyClip application and brand.

Revenue and cost of revenue increased 118% and 124%, respectively, during the three months ended December 31, 2022 compared to the three months ended September 30, 2022. Despite the substantial growth in revenue, the gross profit did not improve quarter over quarter as the growth was attributable to the new institutional business

line which was launched in September 2022. The institutional business line contributes a lower gross profit than the Company's consumer business line. Operating expenses for the three months ended December 31, 2022 remained stable compared to the previous quarter, increasing $435,000, which was attributable to the new employee restricted stock unit program. Share-based payment expenses for the three months ended December 31, 2022 increased $450,000 from the previous quarter.

The Company's operations did not change materially during the three months ended March 31, 2023, and the financial results were relatively consistent quarter over quarter. The composition of revenue shifted towards revenues from consumers, resulting in increased gross profit for the quarter. Operating expenses for the final quarter of the period were down 14% from the previous quarter. The decline can be largely attributed to the decrease in share-based payment expenses, which decreased by $682,000 from the prior quarter. The sharp decline in sharebased payment expenses was a result of the new employee restricted stock unit program being established during three months ended December 31, 2022, and an adjustment to estimated forfeitures made in March 2023 as a result of the potential operational reorganization. The results for the three months ended March 31, 2023 include the recognition of an unrealized loss of $542,420 on the Company's investment in Verif-y. The acquisition of Tradewind did not have a significant impact on revenue or operating expenses for the three months ended March 31, 2023.

Liquidity and Capital Resources

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.

The Company has primarily financed its operations through private equity placements completed in 2021. The Company has started to generate revenue from its business operations, however, has not yet started to generate an operational surplus. The Company's working capital decreased by $20 million in the period from December 31, 2021 to March 31, 2023 as a result of the cash outflows from its operating and investing activities. The Company will need to increase its revenue generation activities or complete additional financing in order to fund its planned long-term growth and development activities. The ability of Wellfield to fund its operations through its own revenue is dependent on the cryptocurrency market and the demand for its services. The Company expects to increase its revenue rate through the launch of the mobile application and expanded growth efforts.

As at March 31, 2023, the Company has negative working capital of $2.1 million which includes cash and cash equivalents of $727,967. As at March 31, 2023, the Company has immaterial long-term commitments. The Company has a current loan denominated in Bitcoin through a credit line with an individual, which matures in 2026. The fair value of the loan at March 31, 2023 was $1,156,198. The financing completed on February 8, 2023 was used for the Company's short-term working capital needs.

The Company's working capital has become negative, necessitating the generation of positive cash flow from its operations in the near term. In an effort to bridge the gap until the time the Company is cash flow positive, the Company announced two additional financing efforts which are expected to be completed in late July or August 2023. The financings, once closed, will provide the Company with an additional $2.25 million USD in cash, which will provide stability to working capital. The financings include a $1.25 million USD non-convertible loan with a two-year term, which will require principal repayments beginning in March 2024. With working capital in a positive position and the operational reorganization completed, management believes Wellfield will be positioned on a path to profitability. Failure to achieve this goal would require securing additional financing to fulfill ongoing obligations.

Cash flow summary

Cash flow from (used in): Operating activities Investing activities Financing activities Effect of foreign exchange rate changes on cash Net increase (decrease) in cash Cash and cash equivalents - Beginning Cash and cash equivalents - Ending	15 months ended March 31, 2023 12 months ended December 31, 2021 ($) ($) (16,628,498) (4,942,962) (3,649,812) 406,166 3,257,173 22,097,073 119,195 (67,121)
	(16,901,942) 17,493,156 17,629,909 136,753
	727,967 17,629,909

Cash flows from operating activities

Cash flows used in operating activities for the fifteen months ended March 31, 2023 were $16.6 million, up from the $4.9 million used in the twelve months ended December 31, 2021. The Company has received funds through the completion of three private placements completed on January 12, 2021, November 23, 2021 and February 8, 2023 for gross proceeds of $5.1 million, $20.5 million and $3 million respectively. The proceeds from the January 12, 2021 private placement were used to fund the operations of Seamless. The proceeds from the November 23, 2021 and February 8, 2023 private placements were used to fund the operations of the consolidated Wellfield entity for the fifteen months ended March 31, 2023, including the cash required to acquire and operate Coinmama.

Cash flows from investing activities

Cash flows used in investing activities primarily relate to the investment in Verif-y and the Coinmama acquisition completed during the fifteen months ended March 31, 2023. The Company acquired cash of $0.4 million through its acquisition of MoneyClip in November 2021 resulting in the cash inflows from investing activities for the twelve months ended December 31, 2021.

Cash flows from financing activities

The Company completed a $3 million non-brokered private placement in February 2023. There were no other significant financing activities during the fifteen months ended March 31, 2023. During the twelve months ended December 31, 2021, the Company received funds through the completion of a private placement, completed on November 23, 2021 for gross proceeds of $20.5 million. The November 2021 private placement was completed in connection with the business combination between the Company, MoneyClip Inc. and Seamless Logic Software Limited and the related go-public transaction.

Related Party Transactions

The Company’s related parties includes entities where the executive officers and directors of the Company are principles. Their position in these entities results in their having control or significant influence over the financial or operating policies of these entities.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel are the Company’s executive management team and members of the Board of Directors.

During the fifteen months ended March 31, 2023 and the twelve months ended December 31, 2021, key management personnel compensation consisted of the following:

Wages, salaries, fees and short-term benefits Share-based payments	15 months ended March 31, 2023 12 months ended December 31, 2021 ($) ($) 1,458,264 311,176 258,310 22,141
	1,716,574 333,317

The above related party transactions were in the normal course of operations and have been valued in the Financial Statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

Critical Accounting Estimates

The preparation of the Company’s 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 Financial Statements are as follows:

Going concern

The assessment of the Company's ability to continue as a going concern requires significant judgment and is based on assumptions regarding its ability to raise future capital, successfully develop and market financial services offerings, and achieve profitable operations in the future. The 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 Financial Statements.

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 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.

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 judgments 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.

Cryptocurrency held for operating activities

The accounting treatment of cryptocurrency held under IFRS requires the exercise of judgment due to the evolving nature of these assets and the absence of specific IFRS guidance. The Company has concluded that cryptocurrency held for operating activities meets the conditions prescribed in IAS 2 for presenting the inventory of cryptocurrencies at fair value less costs to sell. The Company measures the fair value of cryptocurrency using CoinDesk's XBX index and CoinMarketCap, which provide quoted rates using the average of the cryptocurrency prices across multiple exchanges. As a result, cryptocurrency held for operating activities and cryptocurrencies payable to customers are classified as level 2 within the fair value hierarchy. The difference between the price of cryptocurrencies in the principal market and the average price across multiple exchanges is not expected to be material.

Useful life of intangible assets

The Company's definite life intangible assets are amortized on a straight-line basis and calculated using the estimated useful life and residual values of the assets. Changes to these estimates may affect the carrying value of intangible assets, net loss and comprehensive loss.

Investment in Verif-y

The Company's investment in Verif-y is carried at fair value through profit or loss and has been classified as level 3 within the fair value hierarchy. There is no observable market data available to determine the fair value therefore management is required to make judgments and estimates to determine the fair value of the financial instrument. Management uses various techniques to estimate the fair value of the asset including implied valuations on subsequent equity raises or sales, if available, changes in the financial results of the operations of Verif-y, and other market approaches, where applicable.

Impairment of non-financial assets

On an annual basis or when there are indicators of impairment, goodwill is tested for impairment with its carrying value being compared to its recoverable amount. The recoverable amount of goodwill, including the relevant cashgenerating unit it has been allocated to, has been measured at its fair value less costs to sell. The fair value of the cash-generating unit has been determined using a discounted cash flow valuation approach based on internal estimates of the cash-generating unit's future cash flows. Key assumptions made in the forecast include the number of users acquired, the timing of revenue-generating activities, expected revenue per user, and total expenditures required to carry out business plans. Changes in the key assumptions could have a material effect on the recoverable amount of goodwill and other non-financial assets.

Revenue recognition

In determining the amount of revenue from contracts with customers, the Company exercises judgment in determining whether it is a principal or an agent in the arrangement. For revenue derived from the sale of cryptocurrencies, this includes the evaluation of whether the Company is subject to the risks and benefits during the period the cryptocurrencies are under the control of the Company.

Share-based payments

Share-based payments with employees and directors are measured at the fair value of the equity instruments at the date at which they are granted. Share-based payments with non-employees/directors, require measurement of the

fair value of the services or goods received. 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-Scholes valuation model, which requires estimates of the share price volatility rate, risk-free rate, dividend yield, and expected life of the option.

Business combinations

The acquisitions of MoneyClip, Coinmama and Tradewind required the Company to make assumptions and estimates to determine the fair value of the identifiable assets acquired and liabilities assumed. The intangible assets of MoneyClip were valued using a cost approach which required several assumptions and estimates about the development of the software. The fair value of the Coinmama technology and brand was valued using the relief from royalty method. This method requires assumptions and estimates about an arm-length royalty rate that could be charged for use of the intangible assets, future revenues attributable to the intangible assets and the useful life of the technology. The fair value of the Coinmama licenses was valued using the lost profits method. This method requires assumptions and estimates about future cash flows, including cash flows in a scenario where the licenses are not present. The Tradewind technology was valued using the multi-period excess earnings method, which requires estimates of future cash flows generated from the asset and the useful life of the asset. The Tradewind customer relationships asset was valued using the distributer method. This method requires assumptions and estimates about future revenues, the attrition rate of the relationship, and a reasonable distributor EBITDA margin. The Company also made estimates in the measurement of the fair value of consideration transferred where the fair value of the shares transferred was 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.

Financial Instruments and Other Instruments

The Company is exposed, in varying degrees, to a variety of financial instruments related risks. The fair value of the Company's financial instruments, including cash and cash equivalents, term deposits, receivables, due from related party, accounts payable and accrued liabilities, and contract liabilities settled in fiat currency approximates their carrying value due to their short-term nature. The investment in Verif-y has been classified as level 3 within the fair value hierarchy. Cryptocurrencies payable to customers and the loan in cryptocurrency are classified as level 2 within the fair value hierarchy and are measured using the market price of the relevant cryptocurrencies. 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 type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit 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, cryptocurrencies payable to customers and its loan in cryptocurrency. The Company manages this risk by managing its working capital and monitoring its ongoing operating requirements. 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. With the exception of other liabilities of $19,127, the Company's contractual undiscounted obligations are due within one year.

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.

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. The Company operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to US dollars, Euros and Israeli new shekels. Substantially all of the Company's revenue is earned in currencies other than the Canadian dollar. During the fifteen months ended March 31, 2023, the Company established a hedging arrangement to minimize its exposure to fluctuations between the US dollar and the Israeli new shekel in its Coinmama operations. The amount hedged was based on forecasted salaries and benefits of the employees in Israel, who are paid in Israeli new shekels.

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's significant currency exposure as stated in Canadian dollars is as follows:

Cash and cash equivalents Receivables Accounts payable and accruals Lease liability Contract liabilities Net financial position	USD EUR ILS Other Total (134,613) 78,044 663,297 52,327 659,055 171,522 273,008 43,211 2,202 489,943 (378,423) (612,680) (1,166,349) (93) (2,157,545) - - (14,567) - (14,567) (547,458) - - - (547,458)
	(888,972) (261,628) (474,408) 54,436 (1,570,572)

A 10% strengthening of the above currencies against the Canadian dollar would have affected the measurement of financial instruments as denominated in a foreign currency and affected equity and profit and loss by the following amounts:

Increase (decrease) on equity and profit or loss	USD EUR ILS Other Total (88,897) (26,163) (47,441) 5,444 (157,057)

A 10% weakening of the above foreign currencies against the Canadian dollar would have an equal but opposite effect.

Price risk

Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk) whether those changes are caused by factors specific to the individual financial instrument or its issuer or by factors affecting all similar financial instruments traded in the market. The Company is exposed to price risk on its investment in Verif-y, cryptocurrencies payable to customers and the loan in cryptocurrency. The Company manages the price risk on its investments by making strategic business investments in accordance with the Company's investment guidelines. The price risk related to the loan in cryptocurrency is mitigated by the Company's cryptocurrency held for operating activities. The Company's price risk on its cryptocurrencies payable to customers is not significant as the Company holds

cryptocurrencies for operating purposes which are used to settle the liability to customers. The Company's significant exposure on its assets and liabilities denominated in cryptocurrencies as stated in Canadian dollars is as follows:

follows:
Cryptocurrency held for operating activities Accounts payable and accrued liabilities Cryptocurrencies payable to customers Loan in cryptocurrency Net financial position exposure	BTC ETH Other Total 683,246 107,383 608,770 1,399,399 (161,868) - - (161,868) (758,466) (58,561) (3,443) (820,470) (1,156,198) - - (1,156,198)
	(1,393,286) 48,822 605,327 (739,137)

A 10% strengthening of the above cryptocurrencies against the Canadian dollar would have affected the measurement of assets and liabilities denominated in a cryptocurrency and affected equity and profit and loss by the following amounts:

Increase (decrease) on equity and profit or loss	BTC ETH Other Total (139,329) 4,882 60,533 (73,914)

A 10% weakening of the above cryptocurrencies against the Canadian dollar would have an equal but opposite effect.

Business Combination Use of Proceeds

On November 23, 2021, the Company completed its business combination with MoneyClip and Seamless and concurrently closed a private placement for aggregate gross proceeds of $20,475,000. The following table provides an update on the anticipated use of proceeds from the completion of the Business Combination, along with amounts expended to date.

Principal Purpose Research, Development and Launch of Business Objectives Growth, Marketing & Promotion, Customer Success General & Administrative Capital Expenditures Fees and expenses payable in connection with the Business Strategic Investments Coinmama operations funding Total spend Unallocated Funds Total Combination & TSXV Listing	Estimated Amount ($) Approximate Use of Proceeds to March 31, 2023 ($) 3,400,000 4,992,712 5,750,000 1,186,503 2,100,000 8,992,621 750,000 79,008 1,000,000 1,025,900 - 5,117,300 - 2,380,389
	13,000,000 23,774,433
	9,843,468 -
	22,843,468 23,774,433

The approximate use of proceeds is based on expenses of the Company, excluding Coinmama and Tradewind activities, for the period of November 23, 2021 to March 31, 2023, adjusted for non-cash expenses such as sharebased compensation, amortization, depreciation, etc. The use of proceeds also includes certain fees and expenses

payable in connection with the business combination and TSXV listing incurred prior to November 23, 2021. Proceeds used for strategic investments relate to the Company's investment in Verif-y and the cash consideration included in the Coinmama acquisition. Coinmama operations funding consists of funds advanced to support the working capital requirements of Coinmama. The Company's strategic direction changed since the initial business with the acquisition of Coinmama. The Company is committed to supporting the ongoing development and operations of the Coinmama brand with the intention to meet the everyday finance and digital asset investing needs of consumers.

Outstanding Share Data

As of the date of this MD&A, the Company's authorized share capital consists of an unlimited number of common and preferred shares. The Company had the following securities outstanding as at July 28, 2023:

Type Common shares Stock options Warrants Restricted share units	Outstanding 155,850,206 300,000 41,204,356 5,148,154
	202,502,716

Additional Information

The Company cautions readers that this MD&A makes reference to measures not recognized under IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. The use of "EBITDA" and "Adjusted EBITDA" within this MD&A serves as complimentary additional information to support IFRS measures and present further insight into the Company's operating results from management's perspective. Management believes the use of these measures facilitates further analysis of the Company's performance in an effective manner to investors but should not be considered independently or as a substitute for the Company's financial results reported under IFRS. A reconciliation from IFRS to non-IFRS measures is included within this MD&A.

Forward-Looking Statements

Examples of forward-looking statements in this MD&A include, but are not limited to, statements in respect of: the Company's business objectives; the Company's revenues, operating costs and tariffs, taxes and fees; the Company's long-term growth and development plans; the impact of the ongoing COVID-19 crisis; the decentralized finance and blockchain sectors in general; the Company's ability to develop various financially-viable decentralized finance software applications; the sufficiency of the Company’s cash and cash generated from operations to meet its working capital and capital expenditure requirements; the ability of the Company to raise funds in the future; the impact of fluctuation of currencies in relation to the Canadian dollar on the profitability of the Company and the value of the Company's assets, liabilities, and the amount of shareholders' equity; the effect of a 10% fluctuation in foreign currencies against the Canadian dollar on the Company; that Coinmama can operate on a cash flow positive basis; the Company's continued efforts to reduce its cost structure and improve operation cash flow; the reorganization resulting in improved efficiency in the Coinmama business; the ability of the mobile financial application to improve user retention and increase per user monetization metrics; the impact that Coinmama’s website will have on monetization of existing customers; the impact of Tradewind on future earnings; the potential synergies between the Company and Tradewind; the launch of the Company's financial decentralized suite of solutions in the future; the ability of Wellfield Capital to generate revenue through transactions with institutional customers; the expected timing of the reversal of deferred tax assets and liabilities and the deferral and deductibility of certain items; future earnings; the cash generating unit's future cash flows; the share price volatility rate, risk-free rate, dividend yield, and expected life of the option; the fair value of the identifiable assets acquired and liabilities assumed; the number of users acquired, the timing of revenue generating activities; the expected revenue per user; total expenditures

required to carry out business plans; and the effect that each risk factor will have on the company.

The Company cautions readers that the foregoing list may not contain all of the forward-looking statements made in this document. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to differ materially from those expressed in, or implied by, these forward- looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits the Company will derive therefrom. These forward-looking statements involve risks and uncertainties relating to, among others: market price and demand of cryptocurrency; the impact of the on-going COVID-19 crisis; continued availability of capital financing and general economic, market or business conditions; the Company's ability to execute its business plans; changes in laws, regulations and guidelines including taxes and fees; changes in government and government policy; increased competition in the cryptocurrency market; the limited operating history of the Company; the Company's reliance on key persons; the failure of counterparties to perform contractual obligations; the difficulty in securing additional financing; results of litigation; performance of the Company's products; changes in the Company's over-all business strategy; and the Company's assumptions stated herein being correct. Readers are cautioned that the foregoing list of factors is not exhaustive. When relying upon our forwardlooking statements to make decisions with respect to the Company, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. All subsequent forward-looking statements, whether written or oral, attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Furthermore, the forward-looking statements contained in this document are made as at the date of this document and Wellfield does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.