Leonovus Provides Business Update on Precious Metals Exchange Development

Executive Summary

• Leonovus announced the termination of its share purchase agreement to acquire Tradewind Markets Inc., shifting focus exclusively to launching its institutional‑grade precious metals exchange.
• The company provided an update on the near‑completion of the digital exchange platform, including tokenization mechanics, a permissioned blockchain ledger, and a user‑funded AMM liquidity pool.
• Leonovus disclosed an amendment to its director loan agreement extending maturity and warrant expiry to August 3 2026, pending TSXV approval, and noted that trading of its shares remains halted while the company works to satisfy exchange conditions.

Key Details

• Strategic Pivot: On 3 Dec 2025 Leonovus terminated the share purchase agreement with Wellfield Technologies Inc. for the proposed acquisition of Tradewind Markets Inc., deeming it no longer strategic to the exchange launch.
• Exchange Development: The digital precious metals exchange is “substantially complete.” Each token represents a one‑for‑one ownership of physical gold or silver ounces held in regulated Canadian custodian vaults.
• Technology Features: Permissioned blockchain ledger, high‑performance transaction engine for rapid settlement, and an Automated Market Maker (AMM) liquidity pool that provides continuous pricing without Leonovus acting as a counterparty.
• Regulatory Outlook: Platform launch is contingent on obtaining required regulatory approvals (registrations or exemptive relief) from Canadian securities regulators; peer‑to‑peer trading features have not yet been approved.
• Next Steps: Engaged in advanced discussions with strategic partners for inventory, liquidity, and final operational components; plans to complete financing and conduct final system testing throughout winter 2026.
• Trading Halt: TSX Venture Exchange halted Leonovus common shares following the aborted Tradewind transaction; the company is working to meet TSXV conditions to lift the halt.
• Loan Amendment: Extension of loan maturity date and associated warrant expiry from original August 3 2025 to August 3 2026; amendment subject to TSX Venture Exchange approval. The loan involves two directors (insiders) and remains a related‑party transaction under MI 61‑101, with exemptions relied upon for valuation and minority‑shareholder approval requirements.

Notable Quotes

• “Our independence allows us to focus exclusively on the partnerships and regulatory approvals required for a successful launch,” – Michael Gaffney, Chair and CEO.