Tradewind Provides Update on Reverse Take-Over by Leonovus and C$5 Million Brokered Financing

Core Viewpoint - Wellfield Technologies Inc. and Leonovus Inc. are progressing with a Reverse Take-Over (RTO) transaction involving Tradewind Markets Inc., which will result in Leonovus acquiring Tradewind in exchange for approximately 151,562,500 pre-consolidated common shares, leading to a name change to "Tradewind Precious Metals Exchange Inc." [2][3][12] Group 1: Transaction Details - The RTO will involve Wellfield receiving approximately 24,250,000 Leonovus Shares on a post-consolidation basis, subject to adjustments for Tradewind's net debt at closing [2][12] - Wellfield is entitled to a C$2,000,000 earnout, payable in 10,000,000 Resulting Issuer Shares if certain milestones are met within two years post-transaction [3][4] - The transaction includes an intellectual property support agreement valued at approximately C$1,000,000 and a non-competition agreement for five years [4] Group 2: Financing and Offering - Leonovus and FinanceCo have engaged Research Capital Corporation for a private placement offering aiming for minimum gross proceeds of C$5,000,000 [5][8] - The offering will consist of Debt Equity Subscription Receipts priced at C$2,000 and Equity Subscription Receipts priced at C$0.20 [7][10] - The proceeds from the offering will be allocated for purchasing physical gold and for working capital [28] Group 3: Tradewind's Business Model - Tradewind's VaultChain™ Gold and VaultChain™ Silver programs facilitate digital purchase and secure storage of physical precious metals, currently holding over CAD $334,000,000 in customer assets [6][15] - The platform aims to enhance transaction efficiency by removing traditional intermediaries and is designed for low-cost transactions [6][20] - Future enhancements will include a regulated trading platform for tokenized precious metals and a yield mechanism for VaultChain™ Gold [6][19] Group 4: Market Position and Strategy - Tradewind is positioned to capitalize on the gold market, which sees average daily trading volumes of $145 billion, by combining blockchain technology with the Royal Canadian Mint's custodial expertise [20][24] - The platform aims to simplify the gold purchasing process for various market participants, including gold dealers and retail customers [17][21] - The integration of blockchain technology with traditional finance is expected to redefine gold ownership and trading, enhancing liquidity and accessibility [21][24]