Announcement • Dec 04

TradeWind Markets, Inc. cancelled the acquisition of Leonovus Inc. (TSXV:LTV) in a reverse merger transaction.

TradeWind Markets, Inc. entered into a definitive agreement to acquire Leonovus Inc. (TSXV:LTV) in a reverse merger transaction on September 5, 2024. Under the terms of the agreement, Leonovus will acquire all of the issued and outstanding common shares in the capital of TradeWind Markets Inc. in exchange for an aggregate of 444,444,444 pre-consolidated common shares in the capital of Leonovus, which will result in a "Reverse Take-Over" of Leonovus. The Resulting Issuer is expected to be owned approximately: (i) 70.6% by Wellfield Technologies Inc. (TSXV:WFLD), the holding company of TradeWind (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 private placement (assuming the private placement is completed for aggregate gross proceeds of CAD 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. 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; (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. Upon completion of the RTO, the current directors and officers of Leonovus will resign and the board of directors of the Resulting Issuer will be comprised of four persons nominated by Wellfield and one person nominated by Leonovus for appointment to the Resulting Issuer Board. Wellfield will nominate the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer of the Resulting Issuer for appointment by the Resulting Issuer Board. Completion of the RTO is subject to several conditions, including, but not limited to, receipt of Leonovus shareholder approval, receipt of TSXV approval, closing of subscription receipts of a wholly-owned subsidiary of Leonovus, and completion of certain upgrades to the TradeWind platform. 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. The RTO is expected to be completed in late November or early December 2024. As of March 11, 2025, Leonovus outlined the terms upon which it will acquire all of the issued and outstanding common shares in the capital of Tradewind to Leonovus in exchange for an aggregate of 562.5 million pre-consolidated common shares in the capital of Leonovus (corresponding to 36 million Leonovus Shares on a post-consolidation basis). Leonovus will change its name ("Name Change") to "Tradewind Precious Metals Exchange Inc." as the Resulting Issuer. Bennett Jones Services Limited Partnership is legal counsel to Wellfield and DS Welch Bussières is legal counsel to Leonovus. TradeWind Markets, Inc. cancelled the acquisition of Leonovus Inc. (TSXV:LTV) in a reverse merger transaction on December 3, 2025.

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TradeWind Markets, Inc. cancelled the acquisition of Leonovus Inc. (TSXV:LTV) in a reverse merger transaction.

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