Vancouver, British Columbia, April 5, 2023 – Bitcoin Lightning Network Focused LQwD Fintech Corp. (TSXV: LQWD, OTC: LQWDF), is pleased to announce the appointment of Alex P. Guidi as an independent director of the Company. The board of directors now consists of Shone Anstey, Ashley Garnot, Pino Perone, Kim Evans and Alex P. Guidi.
Mr. Guidi is an experienced public company executive, investor, and successful venture capitalist. At age 26, Alex founded and was principal shareholder in a group of highly successful senior board-listed companies, known as the IREMCO Group of Companies. Under his leadership from 1986 to 2012, the IREMCO group became among the fastest growing international exploration, development, and production enterprises globally. Currently, the IREMCO Group is a privately held investment corporation.
In conjunction with Mr. Guidi’s board appointment, LQwD will complete a non-brokered private placement of 468,750 units of the Company (each a “Unit”) at a price of $0.64 per Unit for aggregate gross proceeds of $300,000 (the “Private Placement”). Each Unit will consist of 1 common share of the Company and 1 common share purchase warrant, with each warrant exercisable for 1 common share at an exercise price of $0.85 per common share at any time up to 36 months following the closing date of the Private Placement.
The Private Placement will be fully subscribed by Mr. Guidi, a director of the Company. Accordingly, the participation of Mr. Guidi in the Private Placement constitutes a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt from the formal valuation and minority approval requirement under MI 61-101 as the fair market value of Mr. Guidi’s participation in the Private Placement does not exceed more than 25% of the market capitalization of the Company, as set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101.
The net proceeds from the Private Placement are intended to be used, but are not limited to, continuing to expand LQwD’s Lightning Network business and general working capital purposes. Completion of the Private Placement is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including acceptance of the TSX Venture Exchange (“TSXV”).
In connection with the Private Placement, the Company will not pay finder’s fees.
LQwD is a Lightning Network Service Provider (LSP) focused on developing payment infrastructure and solutions accelerating the global mega trend of Bitcoin adoption through the Lightning Network. The Company’s mission is to develop institutional grade services that support the Lightning Network and drive improved functionality, transaction capability, user adoption and utility and scaling Bitcoin. LQwD also holds Bitcoin that is used as an operating asset establishing nodes and payment channels on the Lightning Network.
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This press release contains “forward-looking information” within the meaning of applicable securities laws relating to the Company’s business plans and the outlook of the Company’s industry. Although the Company believes, considering the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. The statements in this press release are made as of the date of this press release and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by applicable securities laws.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Units, nor shall there be any sale of the Units in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Units being offered will not be, and have not been, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person.