Vancouver, British Columbia, January 22, 2024 – Bitcoin Lightning Network Service Provider, LQWD Technologies Corp. (“LQWD” or the “Company”), is pleased to announce that it has closed its previously announced non-brokered private placement for aggregate gross proceeds of $650,000 (the “Private Placement”). The Private Placement was originally announced on December 21, 2023.
Under the Private Placement, LQWD has issued an aggregate of 1,625,000 units of the Company (each a “Unit”) at a price of $0.40 per Unit for aggregate gross proceeds of $650,000. Each Unit is comprised of 1 common share of the Company and 1 common share purchase warrant, with each warrant being exercisable for 1 common share at an exercise price of $0.60 per common share at any time up to 24 months following the closing date of the Private Placement. The common shares and warrants issued pursuant to the Private Placement, as well as the common shares issuable upon exercise of the warrants, if any, are subject to a statutory hold period of 4 months and a day ending on May 23, 2024, in accordance with applicable securities law.
In connection with the Private Placement, the Company did not pay finder’s fees.
Shone Anstey is an insider of the Company, as CEO and a director of the Company, and holds 7.32% of the common shares of the Company on a partially diluted basis. Alex Guidi is also an insider of the Company, as a director of the Company, and holds 8.14% of the common shares of the Company on a partially diluted basis.
Mr. Anstey participated in the Private Placement by purchasing 62,500 Units for an aggregate subscription price of $25,000, and Mr. Guidi participated in the Private Placement by purchasing 325,000 Units for an aggregate subscription price of $130,000, and accordingly, the Private Placement constitutes a “related party transaction” for the Company within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval under MI 61-101 as the fair market value of Mr. Anstey’s and 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.
About LQWD Technologies
LQWD is a Lightning Network Liquidity Provider focused on developing payment infrastructure and solutions accelerating the global mega trend of Bitcoin adoption through the Lightning Network. LQWD also owns Bitcoin that is used as an operating asset establishing nodes and payment channels on the Lightning Network.
This news 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 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) 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.