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 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.
