Early Warning News Release Regarding the Shares of Wellfield Technologies Inc.

Rhea-AI Summary

Levy Cohen has filed an early warning report regarding his ownership of common shares in Wellfield Technologies. On February 8, 2023, Wellfield issued new common shares, reducing Cohen's ownership below 10%. Between March 28 and May 9, 2024, Cohen acquired 198,500 additional shares, increasing his stake slightly but keeping it under 10%. Cohen now holds 7.86% of Wellfield’s common shares. As his ownership is below 10%, Cohen will not file further early warning reports unless his holdings exceed this threshold. Cohen’s future investment decisions will depend on various conditions.

Positive

• Cohen's additional investment indicates confidence in Wellfield Technologies.
• The acquisition of 198,500 common shares between March 28 and May 9, 2024 shows an active interest in the company.
• Cohen’s stake increase to 7.86% from 7.84% might be seen positively by the market.
• Future investment decisions will be based on thorough evaluations of financial and market conditions, showcasing a strategic approach.

Negative

• Dilution of Cohen's ownership from above 10% to below 10% due to issuance of new shares.
• Cohen currently has no intention to acquire control over additional securities.
• Possible investor concerns due to the dilution of shares and decreased percentage of ownership.
• The requirement for further early warning reports will only resume if Cohen's ownership exceeds 10%, leading to potential information gaps for investors.

This press release is issued pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Vancouver, British Columbia--(Newsfile Corp. - May 24, 2024) - Mr. Levy Cohen ("Cohen") announces that he has filed an early warning report in respect of the common shares (each, a "Common Share") in the capital of Wellfield Technologies Inc. (the "Issuer") acquired by Cohen through the facilities of the TSX Venture Exchange (the "Exchange").

On February 8, 2023, the Issuer issued Common Shares from treasury (the "Issuance"). Following the Issuance, Cohen's resulting beneficial ownership in respect of the Common Shares, being the securities subject to the most recent report required to be filed by Cohen in respect of the Issuer under National Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103"), fell below 10% of the issued and outstanding Common Shares (the "Dilution").

The Dilution arose solely as a result of the Issuance without any action being taken by Cohen. Cohen was exempt from the early warning requirements pursuant to Section 6.1(2) of NI 62-103 at the time of the Issuance and resulting Dilution until Cohen undertook any transaction that changed Cohen's percentage of ownership of the Common Shares.

From March 28, 2024 to May 9, 2024, Cohen acquired 198,500 Common Shares pursuant to market acquisitions through the facilities of the Exchange at a price ranging from $0.05 to $0.08 per Common Share (net of commission), for an aggregate cost to Cohen of $11,761 (net of commission) (collectively, the "Transactions"), following which, Cohen's beneficial ownership in respect of the Common Shares remained below 10% of the issued and outstanding Common Shares.

Immediately prior to the Transactions, Cohen held 13,565,506 Common Shares, representing approximately 7.84% of the 173,100,206 issued and outstanding Common Shares as at March 28, 2024. Immediately after giving effect to the Transactions, Cohen held 13,764,006 Common Shares, representing approximately 7.86% of the 175,004,968 issued and outstanding Common Shares as at May 9, 2024.

As Cohen no longer holds 10% or more of the issued and outstanding Common Shares, Cohen will no longer file early warning reports in respect of his ownership of Common Shares unless and until such time as Cohen's aggregate shareholdings exceed 10% of the issued and outstanding Common Shares on a non-diluted or partially-diluted basis.

The Common Shares held by Cohen are being held for investment purposes. In the future, Cohen may evaluate his investment in the Issuer from time to time and may, depending on various factors including, without limitation, the Issuer's financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Issuer's business or financial condition, and other factors and conditions that Cohen may deem appropriate, increase, decrease or change its ownership over the Common Shares or other securities of the Issuer. Cohen has no current intention to acquire control or direction over additional securities of the Issuer as of the date of this news release, either alone or together with any joint actors.

An early warning report pursuant to the requirements of applicable securities laws has been issued by Cohen and will be posted to the Issuer's SEDAR+ profile at www.sedarplus.ca and is available on request at the number below.

For further information, including a copy of the early warning report required under applicable Canadian securities laws to be filed by Cohen, please contact Corey Yermus at 416-777-4845.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/210407

FAQ

Why did Levy Cohen file an early warning report regarding WFLDF shares?

Levy Cohen filed the report because his ownership fell below 10% due to new share issuances by Wellfield Technologies.

What is Levy Cohen's current ownership percentage in WFLDF shares?

As of May 9, 2024, Levy Cohen holds 7.86% of Wellfield Technologies' common shares.

How many additional shares did Levy Cohen acquire between March 28 and May 9, 2024?

Levy Cohen acquired 198,500 additional shares during this period.

What was the price range for the WFLDF shares acquired by Levy Cohen?

The price ranged from $0.05 to $0.08 per share.

Will Levy Cohen file further early warning reports for WFLDF shares?

No, Cohen will not file further reports unless his ownership exceeds 10% again.

What factors will influence Levy Cohen's future investment in WFLDF shares?

Factors include Wellfield's financial position, share price, market conditions, and general economic and industry conditions.