Vancouver, Canada – October 22, 2024 – LQWD Technologies Corp. (TSXV: LQWD, OTCQX: LQWDF) (“LQWD” or the “Company”) is pleased to announce that due to demand LQWD will increase its previously announced non-brokered private placement to aggregate gross proceeds of up to $3,740,000 (the “Private Placement”), which was previously announced on September 27, 2024, and October 9, 2024.
Under the fully subscribed first tranche of the Private Placement, which closed on October 9, 2024, the Company issued an aggregate of 3,200,000 units of the Company at a price of $0.70 per unit to raise gross proceeds of $2,240,000. A second and final tranche of the Private Placement of up to an additional 2,307,692 units at a price of $0.65 per unit for proceeds of up to $1,500,000, remains open and is expected to close in November 2024.
Each $0.65 unit will consist of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable into one common share at an exercise price of $0.90 per share at any time up to 18 months following the closing date of the Private Placement. If the volume weighted average trading price of the common shares on the TSX Venture Exchange (“TSXV”) is equal to or greater than $1.25 for a period of 20 consecutive trading days, the Company will have the right to accelerate the expiry date of the warrants by giving written notice that the warrants will expire on the date that is not less than 10 days from the date notice is provided by the Company to the warrant holder.
The common shares and warrants from the Private Placement are subject to a 4 month hold period before becoming free trading.
The net proceeds from the Private Placement will be used for, but are not limited to, continuing to expand LQWD’s Lightning Network business, which includes purchasing Bitcoin and expanding the developer team in accordance with the Company’s business strategy, and for 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-V. It is anticipated that existing shareholders, directors, and management will be participating in the Private Placement. In connection with the Private Placement, the Company may pay a finder’s fee of up to 5% on the applicable portion of the Private Placement.
In connection with the $0.70 unit first tranche of the Private Placement, the warrants are also subject to acceleration provisions. If the 30 day volume weighted average trading price of the common shares on the TSX-V is greater than 10% above the applicable exercise price of the warrants and the 30 day average daily volume of the common shares on the TSX-V exceeds 5,000,000 common shares per day, then the Company may provide notice in writing to the holders of the warrants that the expiry date of the warrants will be accelerated in whole or in part, to a period which is 61 days following the date of such notice.
The Company also clarifies that 210K Capital, LP’s participation in the first tranche of the Private Placement by purchasing 3,200,000 units for an aggregate subscription price of $2,240,000 did not constitute a “related party transaction” for the Company within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
About LQWD Technologies Corp.
LQWD Technologies Corp. is a leading provider of institutional-grade liquidity services for the Lightning Network. The Company’s mission is to enhance the global adoption of Bitcoin by providing reliable and scalable liquidity solutions that power the Lightning Network. LQWD operates a growing number of Lightning Network nodes worldwide, ensuring efficient and cost-effective Bitcoin transactions for businesses and individuals alike.
For further information:
Ashley Garnot, Director
Phone: 1.604.669.0912
Email: [email protected]
Website: www.lqwdtech.com
Twitter: @LQWDTech
Forward-Looking Statements
This 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 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.
