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| | | |  | News for LTV |
| Alert Sent 2024-09-06 05:01:34 AM ET | |
| Delivery preference: Immediate delivery |
| | | | Wellfield Technologies Inc. and Leonovus Inc. Announce Reverse Take-Over Spin-Out of Wellfield's Tradewind Markets Inc. | | 2024-09-06 09:01:00 AM ET (DJSN) | | | |
| | | | Wellfield Technologies Inc. and Leonovus Inc. Announce Reverse Take-Over Spin-Out of Wellfield's Tradewind Markets Inc. <br/> Toronto, Ontario--(Newsfile Corp. - September 6, 2024) - <WSODTagging WSODIssue="692712848">Wellfield Technologies Inc</WSODTagging>. (TSXV: WFLD) (OTC Pink: WFLDF) (FSE: K8D) ("Wellfield") and Leonovus Inc. (TSXV: LTV) ("Leonovus") are pleased to announce that, further to Wellfield's July 16, 2024 news release, they have entered into a definitive agreement (the "Definitive Agreement") dated September 5, 2024 outlining the terms upon which Leonovus will acquire all of the issued and outstanding common shares in the capital of Tradewind Markets Inc. ("Tradewind"), a wholly-owned subsidiary of Wellfield incorporated under the laws of Delaware, to Leonovus in exchange for an aggregate of 444,444,444 pre-consolidated common shares in the capital of Leonovus (the "Leonovus Shares"), which will result in a "Reverse Take-Over" of Leonovus (the "RTO") under the policies of the TSX Venture Exchange (the "TSXV"). In connection with the completion of the RTO, Leonovus will c hange its name to "Tradewind Markets Inc." (the "Resulting Issuer"), or such other name as determined by the parties. <br/> <br/> The Resulting Issuer: Tradewind Markets Inc. <br/> <br/> Tradewind: Revolutionizing Gold Ownership and Trading <br/> <br/> Tradewind is at the forefront of the digital gold market, leveraging blockchain technology and a unique collaboration with a sovereign mint to provide investors with digital ownership of securely custodied gold, along with powerful 24/7 trading solutions. Through its flagship products, VaultChain(TM) Gold and VaultChain(TM) Silver, Tradewind has digitized ownership of over CDN$170 million in physical metal on its platform. In the coming months, Tradewind will introduce a suite of smart contract-based decentralized finance (DeFi) services, including an Automated Market-Maker (AMM) for instant settlement in spot gold trading, and products offering investors a unique opportunity to generate yield on gold holdings, denominated in gold. <br/> <br/> Tradewind's collaboration with a sovereign mint to digitize ownership of physical metal combined with its blockchain-based trading ecosystem is one of a kind and represents a pivotal advancement in the physical precious metals market. This proprietary platform removes barriers for retail investors, enhances efficiencies for institutions, and significantly lowers trading costs. Thanks to its innovations in gold digitization and blockchain-based trading, Tradewind is well-positioned to capitalize on increasing demand from both institutional and retail investors seeking an accessible and affordable hedge against economic and geopolitical uncertainty. <br/> <br/> Support Agreement with Wellfield Technologies <br/> <br/> Tradewind will enter a support agreement with Wellfield Technologies to enhance its platform's capabilities. Under this agreement, Wellfield will supply a team of professionals with extensive experience in electronic trading, market structure, gold investment management, market operations, cryptography, and blockchain technology. This collaboration aims to ensure seamless technology transfer and operational support during the initial 18 months of Tradewind's service expansion, reinforcing its position as a leader in the digital gold trading landscape. <br/> <br/> Levy Cohen, Chief Executive Officer of Wellfield, stated: "Spinning out Tradewind into this RTO is a strategic move that underscores our commitment to advancing decentralized finance solutions in traditional markets. Tradewind has developed a truly innovative platform that redefines physical gold ownership and trading. By launching this RTO, we are positioning Tradewind to independently accelerate its growth and fully capitalize on the enormous potential of its unique technology. We are excited to see Tradewind take this next step and are confident that it will continue to lead the way in the digitization of gold." <br/> <br/> Michael Gaffney, Chair and Chief Executive Officer of Leonovus, stated: "Tradewind's spin-out through this RTO provides a unique opportunity in the gold trading industry. As global economic uncertainties persist, the gold market continues to demonstrate its resilience, with demand for gold as a safe-haven asset reaching new heights. According to the World Gold Council, gold demand in 2023 exceeded 4,700 tonnes, driven by robust central bank purchases and strong investor interest. This underscores gold's critical role in diversifying and stabilizing investment portfolios. The technology and vision behind Tradewind align perfectly with this growing demand, offering a seamless digital solution for gold ownership and trading. We are excited to support this transition and believe that Tradewind is poised to significantly impact the market, bridging the gap between physical assets and the world of decentralized finance." <br/> <br/> Financing Particulars <br/> <br/> In connection with the RTO, Leonovus announces that it has appointed Research Capital Corporation as an agent to Leonovus for a proposed private placement equity financing (the "Financing") of subscription receipts of a wholly-owned subsidiary of Leonovus (the "Subscription Receipts") for minimum gross proceeds of $4,000,000 and a maximum of $6,000,000. The price and terms of the securities of the Financing will be determined in the context of the market. <br/> <br/> Transaction Particulars <br/> <br/> Pursuant to the Definitive Agreement, a newly incorporated subsidiary of Leonovus will amalgamate with a newly incorporated subsidiary of Leonovus under the Business Corporations Act (Ontario), and such resulting entity will become a wholly owned subsidiary of the Resulting Issuer. On completion of the RTO, the Resulting Issuer will issue replacement common shares in the capital of the Resulting Issuer (the "Resulting Issuer Shares") and replacement warrants to purchase Resulting Issuer Shares to the current holders of Leonovus Shares and the current holders of warrants to purchase Leonovus Shares. Stock options of Leonovus will be cancelled on closing of the RTO. <br/> <br/> As part of the RTO, and subject to any required shareholder and regulatory approvals, Leonovus will: (i) change its name to "Tradewind Markets Inc." or such other name as determined by the parties; (ii) change its stock exchange ticker symbol; (iii) consolidate the Leonovus Shares on a basis of 11.11 pre-consolidated Leonovus Shares for one new post-consolidated Leonovus Share (the "Stock Consolidation"); (iv) adopt new by-laws and other corporate policies; (v) adopt new security-based compensation arrangements; and (vi) reconstitute the board of directors and management of the Resulting Issuer. <br/> <br/> The full particulars of the RTO, and the Resulting Issuer will be described in the management information circular of Leonovus (the "Leonovus Circular") prepared in accordance with the policies of the TSXV. A copy of the Leonovus Circular will be available electronically on SEDAR+ (www.sedarplus.ca) under Leonovus' issuer profile in due course. It is anticipated that an annual and special meeting of the securityholders of Leonovus will be held later in 2024 (the "Leonovus Meeting"). <br/> <br/> Shareholder approval at the Leonovus Meeting is required for several of the transactions described in this press release, including: (i) the change of name to "Tradewind Markets Inc."; (ii) the Stock Consolidation; (iii) the approval of the RTO; (iv) the election of directors; (v) the appointment of auditors; (vi) the adoption of new securities compensation arrangements; and (vii) the adoption of new by-laws. Each of the resolutions will require approval by a 50% majority of votes cast at the Leonovus Meeting, other than the resolutions to approve the change of name and the Stock Consolidation, which will require approval by two-thirds (66 2/3%) of the votes cast at the Leonovus Meeting. The resolution for approval of the RTO will also require approval by disinterested shareholders of Leonovus. <br/> <br/> Leonovus securityholders are urged to read the Leonovus Circular once available, as it will contain additional important information about the RTO. The RTO is expected to be completed in late November or early December 2024. <br/> <br/> In support of the RTO and related transactions, each of the directors and officers of Leonovus, representing an aggregate of 1,429,175 Leonovus Shares (approximately 7% of the issued and outstanding Leonovus Shares) have entered into a voting support agreement with Wellfield in support of the RTO. The respective boards of directors of each of Wellfield and Leonovus, following consultation with their financial and legal advisors, have unanimously approved the Definitive Agreement and the RTO. <br/> <br/> The Resulting Issuer is expected to be owned approximately: (i) 70.6% by Wellfield, (ii) 21.2% by the holders of Subscription Receipts, (iii) 3.3% by the current holders of Leonovus Shares, and (iv) 4.9% by certain creditors of Leonovus, after giving effect to the RTO and the Financing (assuming the Financing is completed for aggregate gross proceeds of $6,000,000). The Resulting Issuer Shares issuable to Wellfield will be subject to TSXV escrow policies and releasable in tranches over a period of 36 months following the closing of the RTO. In addition, 45% of the Resulting Issuer Shares issuable to Wellfield shall be subject to contractual escrow and releasable in tranches over 24 months following the closing of the RTO. <br/> <br/> In conjunction with the RTO, Wellfield will also provide to the Resulting Issuer: (i) an intellectual property support agreement for post-closing services and support related to the Tradewind business valued at approximately $1,000,000; and (ii) a customary non-competition agreement for a term of 5 years. <br/> <br/> Wellfield and the Resulting Issuer will also enter into an investor rights agreement granting Wellfield a participation rights in future Resulting Issuer financings, subject to Wellfield holding at least 5% of the voting rights applicable to the outstanding Resulting Issuer Shares. <br/> <br/> (MORE TO FOLLOW) Dow Jones Newswires<br/> <br/> September 06, 2024 09:01 ET (13:01 GMT)<br/> SN202409060066032024-09-06 13:01:00.000006603DJNF | | | | | | |
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