Wellfield Technologies Inc. announced a non-brokered private placement of up to 15,000,000 units at an issue price of CAD 0.20 per unit for gross proceeds of up to CAD 3,000,000 on January 23, 2023. Each unit is comprised of one common share without par value in the capital of the company and one purchase warrant to purchase a common share. Each warrant is exercisable at any time for a period of three years from the date on which such warrants are issued and at a price of CAD 0.45 per share.

Under the terms of the warrants, in the event that if the volume-weighted average price of its common shares over 10 consecutive days traded on the TSXV is at or more than CAD 0.75, the company has the option to accelerate the expiration date of the warrants to a date that is not less than 30 days from the date of written notice from the company to the warrant holders. The transaction will include participation from one of the company's directors for acquire 680,000 units. No finder's fees will be paid, and no control person has been created with respect to this private placement.

The private placement is expected to close on or around January 27, 2023, subject to adjustment at the discretion of the company and the rules and policies of the TSXV. Closing of the private placement is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, in particular approval of the TSXV. All securities issued in connection with the transaction 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.

The units will be offered for sale by way of private placement pursuant to applicable exemptions from the prospectus requirements in Canada and pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933, as amended.