Wellfield Technologies Inc. (TSXV:WFLD) entered into an non-binding letter of intent to acquire 9.7% stake in BOSONIC, Inc. from Earth Corporation (TSE:4985) on July 28, 2023. Wellfield Technologies Inc. (TSXV:WFLD) entered definitive agreement to acquire 9.7% stake in BOSONIC, Inc. from Earth Corporation (TSE:4985) on August 3, 2023. EarthCo has also (i) subscribed for $0.35 million of Units pursuant to the Convertible Debenture Offering, and (ii) advanced a loan in the amount of $1.25 million to Wellfield Technologies, in consideration for the issuance by Wellfield Technologies of a non-convertible debenture to EarthCo. The Non-Convertible Debenture matures in two years and bears interest at a rate of 8.2% per annum for the first 21 months and 16.4% per annum thereafter. Lastly, Wellfield Technologies and Bosonic have agreed to enter into good faith negotiations with respect to a licensing agreement between the Company and Bosonic that the parties anticipate entering into by October 5, 2023. Wellfield has paid an initial deposit of $0.25 million to Bosonic for the rights to negotiate the Licensing Agreement with Bosonic, which will either be applied towards royalty payments that will be payable by Wellfield under the Licensing Agreement, or will be forfeited to Bosonic if the parties do not execute the Licensing Agreement by the Outside Date. The proposed investment would be subject to customary approvals and conditions, including, but not limited to, the approval of the TSX Venture Exchange.

Wellfield Technologies Inc. (TSXV:WFLD) completed the acquisition of BOSONIC, Inc. from Earth Corporation (TSE:4985) for $2.415 million on August 3, 2023. Under the Share Exchange Agreement, Wellfield has acquired 517,100 common shares and 1,155,000 series B preferred shares in the capital of Bosonic from EarthCo. The Purchased Shares represent approximately a 9.7% interest in Bosonic on a fully diluted basis. Pursuant to the Share Exchange Agreement, Wellfield Technologies acquired the Purchased Shares from EarthCo in consideration of the issuance of 17,250,000 common shares in the capital of Wellfield Technologies to EarthCo at a deemed price of $0.195 per Common Share.