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Wellfield Technologies Inc. Announces Expiry of Agreement with Leonovus

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Wellfield Technologies (OTC: WFLDF) announced that the amended and restated share purchase agreement dated September 21, 2025 with Leonovus regarding the proposed acquisition of Wellfield's wholly-owned subsidiary, Tradewind Markets, has expired. The agreement's outside date of November 30, 2025 lapsed without an extension, so the proposed sale did not close by that deadline. The company remains the owner of Tradewind Markets following expiry of the agreement.

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Positive

  • Tradewind Markets remains a wholly-owned subsidiary after the agreement expired
  • No extension was agreed, providing timeline clarity as of Nov 30, 2025

Negative

  • Proposed acquisition by Leonovus did not close; SPA expired on Nov 30, 2025
  • Amended and restated agreement dated Sep 21, 2025 lapsed without extension

Key Figures

Current price: $0.0071 52-week high: $0.1953 52-week low: $0.0039 +5 more
8 metrics
Current price $0.0071 Pre-news trading level for WFLDF
52-week high $0.1953 Reported 52-week high price
52-week low $0.0039 Reported 52-week low price
Volume today 200 shares Trading volume before publication
20-day avg volume 46,568 shares Average daily volume over last 20 days
Vs 52-week high -96.36% Price vs 52-week high before this news
Vs 52-week low 82.05% Price vs 52-week low before this news
Outside date November 30, 2025 Agreement outside date that lapsed without extension

Market Reality Check

Price: $0.0071 Vol: Volume 200 is far below t...
normal vol
$0.0071 Last Close
Volume Volume 200 is far below the 20-day average of 46,568, indicating limited pre-news activity. normal
Technical Price 0.0071 is trading below the 200-day MA at 0.04, reflecting a weak longer-term trend.

Peers on Argus

While WFLDF is flat on the day, several peers in the Software - Application grou...

While WFLDF is flat on the day, several peers in the Software - Application group show notable gains (e.g., DRCR up 21.71%, HSTA up 25.64%, AISXF up 14.1%), suggesting today’s setup is more stock-specific than sector-driven.

Historical Context

5 past events · Latest: Sep 26 (Negative)
Pattern 5 events
Date Event Sentiment Move Catalyst
Sep 26 MCTO status update Negative -6.5% Update on MCTO and progress toward completing Annual Filings by Sep 29, 2025.
Aug 29 MCTO status update Negative +18.9% Further MCTO update and expected completion of Annual Filings by Sep 29, 2025.
Aug 14 MCTO status update Negative +18.9% Status report on MCTO and revised Annual Filings deadlines of Aug 29 and Sep 29, 2025.
Jul 31 MCTO granted Negative +18.9% Grant of MCTO after missing Jul 29, 2025 filing deadline and new Sep 29, 2025 cutoff.
Jul 17 Filing delay warning Negative +18.9% Potential delay in Annual Filings and application for MCTO linked to Tradewind spin-off.
Pattern Detected

Recent news has focused on Management Cease Trade Orders and filing delays, typically negative developments, yet several such updates were followed by positive price reactions, indicating frequent divergence between news tone and price moves.

Recent Company History

Over the last six months, Wellfield’s disclosures have centered on delays in its annual financial statements and MD&A for the year ended March 31, 2025 and the resulting Management Cease Trade Order from the British Columbia Securities Commission. Updates on revised deadlines, status of Annual Filings, and compliance with alternative information guidelines dominated news flow between July and September 2025. Today’s announcement about the Tradewind Markets agreement expiry adds a corporate-transaction element to a story previously focused on regulatory and filing issues.

Market Pulse Summary

This announcement reports that the amended and restated share purchase agreement for Leonovus to acq...
Analysis

This announcement reports that the amended and restated share purchase agreement for Leonovus to acquire Wellfield’s wholly-owned subsidiary, Tradewind Markets Inc., expired after the November 30, 2025 outside date passed without extension. It follows several months of updates on Management Cease Trade Orders and delayed Annual Filings. Investors may monitor future disclosures regarding Tradewind’s strategic direction, progress on financial reporting, and any new transaction discussions or regulatory developments.

Key Terms

share purchase agreement, otc pink
2 terms
share purchase agreement financial
"announces that the amended and restated share purchase agreement (the "Agreement")"
A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.
otc pink financial
"Wellfield Technologies Inc. (TSXV: WFLD) (OTC Pink: WFLDF) (FSE: K8D)"
OTC Pink is a trading tier for stocks that are not listed on major exchanges and generally have the least regulatory oversight and public disclosure. Think of it as a flea market for shares: prices can swing wildly and it can be hard to find reliable information or buyers, so investors face higher risks of loss, limited liquidity, and greater chance of fraud or sudden price jumps.

AI-generated analysis. Not financial advice.

Toronto, Ontario--(Newsfile Corp. - December 3, 2025) - Wellfield Technologies Inc. (TSXV: WFLD) (OTC Pink: WFLDF) (FSE: K8D) (the "Company" or "Wellfield") announces that the amended and restated share purchase agreement (the "Agreement") dated September 21, 2025 between Wellfield and Leonovus Inc. regarding the proposed acquisition of Wellfield's wholly-owned subsidiary, Tradewind Markets Inc., has expired, as the November 30, 2025 outside date set out in the Agreement has lapsed without an extension between the parties.

About Wellfield Technologies

Wellfield Technologies, Inc. (TSXV: WFLD) is a leading fintech company specializing in innovative solutions leveraging blockchain technology. Our platform Coinmama, provides seamless access to the cryptocurrency market for over 3.5 million registered users across 180 countries. We offer disruptive on-chain and web3 secure and friendly self-custody solutions through Coinmama. Additionally, Wellfield operates Tradewind Markets platform to digitize and trade real-world assets, including our flagship VaultChain™ Gold and VaultChain™ Silver products.

Join Wellfield's digital community on LinkedIn and Twitter, and for more details, visit wellfield.io

For further information contact:

Wellfield Technologies Inc.
Levy Cohen, CEO
levyc@wellfield.io
(832) 483-2575

Ryan Graybill, Investor Relations
ryan.graybill@wellfield.io

Cautionary Note Regarding Forward-Looking Statements

Certain information contained in this release constitute forward-looking statements or information under Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "will", "expects", "anticipates" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are subject to known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by such forward-looking statements. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company cautions readers of this news release not to place undue reliance on the forward-looking statements contained in this release as many factors could cause actual results or conditions to differ materially from current expectations. Additional information on these and other risk factors that could affect the Company's operations are outlined in the Company's continuous disclosure documents that can be found on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile. The Company does not intend and disclaims any obligation, except as required by law, to update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has approved nor disapproved the contents of this news release, nor do they accept responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276862

FAQ

What happened to the Wellfield and Leonovus acquisition deal (WFLDF)?

The amended share purchase agreement between Wellfield and Leonovus expired after the Nov 30, 2025 outside date lapsed without an extension.

Does Wellfield still own Tradewind Markets after the WFLDF announcement?

Yes. Because the agreement expired, Tradewind Markets remains a wholly-owned subsidiary of Wellfield.

When was the share purchase agreement between Wellfield and Leonovus originally amended?

The amended and restated share purchase agreement is dated September 21, 2025.

Did Wellfield and Leonovus extend the Nov 30, 2025 outside date?

No. The announcement states the outside date of November 30, 2025 lapsed without an extension between the parties.

Will Wellfield reopen talks with Leonovus after the agreement expiry (WFLDF)?

The announcement only notes the agreement expired; it does not state whether further discussions will occur.
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