Guildwell announces intention to become listed on TSXV

About Sparling

Sparling Financial SARL is a financial holding company based in Luxembourg that operates two brands.

• SparlingFinancial.com (“Sparling Financial”) is a digital asset prime brokerage, providing trading and custody of digital assets to accredited and corporate clients, offering either white-glove concierge services or API integrations.

• Guildwell.com (“Guildwell”), is expected to launch in Q4 2024, will offer banking solutions custom-built from the ground up to service online businesses, including settlement accounts, local payouts, merchant services, and FX.

By combining the APIs and services of both Sparling Financial and Guildwell, Sparling is building the infrastructure to enable the future of payments and empower the next generation of innovators. Sparling provides the infrastructure to allow businesses of all types to easily leverage digital assets and other financial services to enhance their product offerings while staying fully compliant with relevant regulations.

The Acquisition

It is anticipated that the parties will complete the Acquisition by way of a share exchange agreement, pursuant to which the Company will acquire all of the issued and outstanding securities in the capital of Sparling resulting in Sparling becoming a wholly-owned subsidiary of the Company (the “Resulting Issuer”) on closing (the “Closing”). The final structure and form of the Acquisition remains subject to satisfactory tax, corporate and securities law advice for both Sparling and the Company and will be set forth in a definitive agreement (the “Definitive Agreement”) to be entered into among the parties, which will replace the LOI. Upon completion of the Acquisition, the Resulting Issuer will continue to carry on the business of Sparling as currently constituted.

Resulting Issuer

In connection with the Acquisition, it is anticipated that the Company will, among other things: (i) change its name to “Guildwell.” or any other such name that is acceptable to Sparling; (ii) reconstitute the existing directors and officers of the Company with nominees mutually agreed upon by the parties; (iii) enter into employment, consulting or other agreements with key members of the Sparling team and management; (iv) enter into such escrow or pooling agreements as required by the Exchange or as agreed by the parties.

Financing

In connection with the Acquisition, the parties intend to complete a financing (the “Financing”) of securities of Sparling for gross proceeds of a minimum of $1 million, to be priced in the context of the market at a mutually agreeable price per security and to be completed on a “best efforts” basis. The Financing shall be structured as either a common share offering, a subscription receipt offering, or such other security offering as determined by Sparling and the Company based on discussions with investors.

Loan

Subject to Exchange approval, the Company has agreed to advance a loan to Sparling in an aggregate principal amount equal to $75,000 (the “Loan”). The Loan shall have an annual interest rate of 0% and shall be evidenced by way of a secured promissory note (the “Promissory Note”). The Loan shall mature and all principal and other amounts owing or outstanding under the Loan will be due and payable on the earlier of: (i) the closing of the Acquisition; (ii) August 31, 2025; (iii) the termination of the Acquisition; and (iv) the occurrence of a default or event of default (or equivalent concept) as set out in the Loan documents.

Trading Halt

Trading of the Company’s shares has been halted and will remain halted pending the Exchange’s receipt of satisfactory documentation and completion of the Acquisition.

Filing Statement

In connection with the Acquisition and pursuant to the requirements of the Exchange, the Company will file a filing statement or a management information circular on its issuer profile on SEDAR+ (www.sedarplus.ca), which will contain details regarding the Acquisition, Sparling, the Financing, and the Resulting Issuer.

Cautionary Statements

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Completion of the Acquisition is subject to a number of conditions including as disclosed herein, but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Acquisition cannot close until the required shareholder and Exchange approval is obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.

Contact

Simon Tso
Director, Chief Financial Officer and Corporate Secretary
Telephone: 604-721-9191

Forward-Looking Information

This press release includes “forward-looking information” that is subject to assumptions, risks and uncertainties, many of which are beyond the control of the Company. Statements in this news release which are not purely historical are forward looking, including without limitation any statements concerning the expected results of the Acquisition, the completion of the transactions contemplated by the LOI, the anticipated timing thereof, completion of the Financing and the expected use of proceeds therefrom. Although the Company believes that any forward-looking statements in this news release are reasonable, there can be no assurance that any such forward-looking statements will prove to be accurate.