Wellfield Technologies Inc. (TSXV:WFLD) (Wellfield or the ?Company?) signed a definitive agreement to acquire Brane Trust Company Ltd. from Brane Inc. for CAD 9.8 million on July 26, 2023. Brane Trust will operate independently under Wellfield's ownership, with a distinguished board of directors dedicated to ensuring custodial best practices, including industry-leading protection of client assets through regulatory compliance, strict segregation of duties, and secure technology.

Pursuant to the Definitive Agreement, the Company will acquire the Purchased Assets in exchange for the issuance by the Company of: (i) a CAD 8,400,000 convertible debenture (the "First Convertible Debenture"), convertible at any time, at the option of the Company (the "Conversion Right"), into such number of common shares in the capital of the Company (the "Common Shares") equal to the quotient obtained by dividing (a) the principal amount to be converted by (b) the conversion price, at the sole direction of the Company, of either: CAD 0.25 per Common Share; or the maximum applicable discounted market price according to the policies of the TSX Venture Exchange (the "TSXV"); (ii) a CAD 1,350,000 convertible debenture (the "Second Convertible Debenture", and together with the First Convertible Debenture, the "Convertible Debentures") convertible at any time pursuant to the Conversion Right, according to the same terms as the First Convertible Debenture; (iii) cash payment of CAD 150,000; and (iv) the assumption and payment of approximately CAD 90,000 outstanding liabilities of Brane Trust (collectively, the "Consideration"). The Consideration represents an agreed upon value of approximately CAD 9,990,000.

Closing of the Transaction is subject to a number of customary conditions, including receipt of all necessary corporate and regulatory approvals, in particular the approval of the Alberta Government and the TSXV. The Convertible Debentures will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. INFOR Financial Inc. and Front Financial Inc. acted as financial advisors to the Vendors in connection with the Transaction.

Wellfield Technologies Inc. (TSXV:WFLD) (Wellfield or the ?Company?) completed the acquisition of Brane Trust Company Ltd. from Brane Inc. on August 30, 2023.