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Press Releases​

LQWD News

LQWD Updates Bitcoin Lightning Network Operations

May 1, 2024 – Vancouver, Canada – LQWD Technologies Corp., (TSXV: LQWD, OTC: LQWDF) (“LQWD” or “the Company”) provides liquidity and routing transaction infrastructure for the Bitcoin Lightning Network. LQWD owns 115 Bitcoin, which are used to operate LQWD’s transaction infrastructure, and provides the Company with a Bitcoin based core asset.

LQWD has developed and is operating a scalable revenue model for the Lightning Network that receives routing fees for each transaction on LQWD’s infrastructure. These fees are paid in Bitcoin (Satoshi’s), which are nominal at present time. However, it is anticipated that the fees will increase in the future based on further adoption of the Lightning Network. Therefore, LQWD believes in the future potential of the network and is focussed on continuing to build market share.

Routing transactions continue to grow. In April 2024, there were 64,678, an increase over the record month of March 2024. The total routing volume through LQWD’s infrastructure is now approximately 500,000, routing over 569 Bitcoin through LQWD’s infrastructure since launching in November 2021.

LQWD’s organic volume growth can be attributed to the implementation of AI-driven channel rebalancing system, which was implemented in September 2023. LQWD has also secured partnerships with VC-backed Bitcoin Lightning Network companies, AMBOSS Technologies and the BREEZ wallet, who are utilizing LQWD’s infrastructure to facilitate liquidity and routing.

In addition to LQWD’s routing volume growth, the Company’s global infrastructure network has established well over 1000 channels. The top performing node is Canada followed by France, Sweden, Italy, Singapore and Japan.

For more details, check out LQWD Technologies Corp.’s corporate presentation, and stay updated on Lightning Network node growth or connect to our nodes in real time.

About Lightning Network

Bitcoin Lightning Network is a payment layer for the internet. LN leverages the power of Bitcoin’s supreme trust protocol, which facilitates instant peer-to-peer transaction faster than any other payment rail. It is reported that LN activity has increased by 1,200% over the past two years with participants such as MicroStrategy (MSTR) driving adoption and developing enterprise grade LN tools for business, taking advantage of the unmatched capability of the network.

Most recently, LN announced the integration of stable coin transaction capability, which opens LN to a much wider user base. Furthermore, many of the world’s top cryptocurrency exchanges are integrating LN into their platforms as well as forward-thinking global business as LN transacts dramatically faster and cheaper than current payment rails such as Visa and Mastercard.

About LQWD Technologies

LQWD is a Canadian-based corporation which has a developed a scalable revenue generating model providing transaction infrastructure and liquidity for Bitcoin Lightning Network. LQWD also owns 115 Bitcoin and has no debt with approximately 13.2 million shares outstanding.

For further information:

Ashley Garnot, Director
Phone: 1.604.669.0912
Email: [email protected]
Website: www.lqwdtech.com
Twitter: @LQWDTech

Forward-Looking Statements

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.

LQWD Files Final Base Shelf Prospectus

April 16, 2024 – Vancouver, Canada – LQWD Technologies Corp. (TSXV: LQWD, OTC: LQWDF) is pleased to announce that it has filed a final short form base shelf prospectus (the “Final Shelf Prospectus”) with the securities commissions in each of the provinces and territories of Canada, except Quebec.

The Final Shelf Prospectus allows the Company to offer and issue up to $50 million of common shares, warrants, subscription receipts, units, debt securities or any combination of such securities (collectively, the “Securities“) during the 25-month period that the Final Shelf Prospectus is effective. The Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale, which will be set forth in a prospectus supplement to be filed. 

The Securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Securities in any State or jurisdiction in which such offer, solicitation or sale would be unlawful. 

A copy of the Final Shelf Prospectus is available on SEDAR+ (www.sedarplus.ca).

About Lightning Network

Bitcoin Lightning Network is a payment layer for the internet. LN leverages the power of Bitcoin’s supreme trust protocol, which facilitates instant peer-to-peer transaction faster than any other payment rail. It is reported that LN activity has increased by 1,200% over the past two years with participants such as MicroStrategy (MSTR) driving adoption and developing enterprise grade LN tools for business, taking advantage of the unmatched capability of the network.

Most recently, LN announced the integration of stable coin transaction capability, which opens LN to a much wider user base. Furthermore, many of the world’s top cryptocurrency exchanges are integrating LN into their platforms as well as forward-thinking global business as LN transacts dramatically faster and cheaper than current payment rails such as Visa and Mastercard.

About LQWD Technologies

LQWD is a Bitcoin 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.

For further information:

Ashley Garnot, Director
Phone: 1.604.669.0912
Email: [email protected]
Website: www.lqwdtech.com
Twitter: @LQWDTech

Forward-Looking Statements

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. The Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, LQWD, their securities, or their respective financial or operating results (as applicable).

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.

LQWD Becomes Key Liquidity Service Provider with New Partnership

March 19, 2024 – Vancouver, Canada – LQWD Technologies Corp., (TSXV: LQWD, OTC: LQWDF) a leading infrastructure and liquidity provider for the Bitcoin Lightning Network, as well as a holder of Bitcoin as an operational asset, is pleased to announce its partnership as a premiere Lightning Network liquidity service provider (LSP) for Amboss Technologies Inc. (“Amboss”).

Key Highlights

  • LQWD Technologies Corp. partners with Amboss Technologies as a premiere institutional Lightning Network Liquidity service provider.
  • Amboss offers specialized data analytics and products for the Bitcoin Lightning Network, including Magma and Hydro for market organization and liquidity automation.
  • LQWD to contribute an initial 10 Bitcoin in liquidity, with plans to deploy more throughout the partnership.
  • LQWD’s services include providing liquidity and earning fees for routing transactions on the Lightning Network.
  • CEO Shone Anstey emphasizes the partnership’s role in deploying company-owned Bitcoin to capture transaction volume and yield, while maintaining full control and custody.

“Partnering with LQWD ensures that Amboss’s global customers have direct access to institutional-grade liquidity for Bitcoin payments, allowing LQWD to generate additional yield through their nodes on the Lightning Network. Additionally, this partnership increases the supply side of Amboss’s liquidity marketplace, enabling LQWD to fulfill the market demand for Lightning Network liquidity” stated Jesse Shrader, Co-Founder and CEO of Amboss.

Amboss specializes in providing data analytics solutions specifically tailored for the Bitcoin Lightning Network and offers products to create an orderly market on the Lightning Network through Magma and Hydro that provisions lightning liquidity. Magma serves as a liquidity marketplace for the Bitcoin Lightning Network, while Hydro delivers advanced liquidity automation to attain seamless Lightning Network payments.

With the escalating demand for both Amboss products, LQWD is positioned to play a pivotal role as a key institutional liquidity provider. As part of this partnership, LQWD will launch an initial tranche of 10 Bitcoin worth of liquidity to Amboss and deploy additional Bitcoin throughout the partnership. Amboss clients will acquire this liquidity from LQWD, with the latter retaining an initial fee and an additional fee for routing transactions over the Lightning Network.

Shone Anstey, Chief Executive Officer of LQWD, states, “This partnership enables LQWD to deploy more of our company-owned Bitcoin while potentially capturing significant transaction volume and generating yield on our Bitcoin holdings. Importantly, we maintain full sovereignty and custody throughout the process. This strategic alliance signifies a significant step forward for both LQWD and Amboss, as we work together to enhance liquidity and efficiency within the Bitcoin Lightning Network ecosystem.”

About Lightning Network

Bitcoin Lightning Network is a payment layer for the internet. LN leverages the power of Bitcoin’s supreme trust protocol, which facilitates instant peer-to-peer transaction faster than any other payment rail. It is reported that LN activity has increased by 1,200% over the past two years with participants such as MicroStrategy (MSTR) driving adoption and developing enterprise grade LN tools for business, taking advantage of the unmatched capability of the network.

Most recently, LN announced the integration of stable coin transaction capability, which opens LN to a much wider user base. Furthermore, many of the world’s top cryptocurrency exchanges are integrating LN into their platforms as well as forward-thinking global business as LN transacts dramatically faster and cheaper than current payment rails such as Visa and Mastercard.

About LQWD Technologies

LQWD is a Bitcoin 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.

About Amboss Technologies

Amboss is a leading provider of payments operations for the Bitcoin Lightning Network, using machine learning to offer optimized routing and tools that redefine decentralized finance. Amboss supports businesses and consumers in improving connections and payment routes based on cost, reliability, or reputation as well as enterprise-grade risk management. Amboss operates Magma, the leading marketplace for lightning liquidity and non-custodial yield.

For further information:

Ashley Garnot, Director
Phone: 1.604.669.0912
Email: [email protected]
Website: www.lqwdtech.com
Twitter: @LQWDTech

Forward-Looking Statements

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.

LQWD’s Bitcoin Lightning Network Routing Volume Hits Monthly Record, AI Drives Exponential Growth

March 7, 2024 – Vancouver, Canada – LQWD Technologies Corp., (TSXV: LQWD, OTC: LQWDF) a leading infrastructure and liquidity provider for the Bitcoin Lightning Network, as well as a holder of Bitcoin as an operational asset, announces a new record of 38,481 routing transactions for the month of February 2024. 

Total routing transactions now exceeds 380,000 since inception of LQWD’s first node in November 2021, routing over 500 Bitcoin. LQWD’s global node network has now established well over 1000 channels with the top performing node in Canada and a growing presence and channel growth in Indonesia, France, Sweden, Italy, Germany and Singapore. 

Routing transaction volume is consistently achieving month-over-month highs. With the implementation of a sophisticated AI channel rebalancing system in August 2023, average daily routing volume has increased dramatically by approximately 300% and climbing. This trend has continued through the first week of March, with an average over 2,200 routed transactions per day.

Shone Anstey, CEO of LQWD Technologies Corp. commented. “We continue to expand our presence on the Lightning Network in a very significant way and gaining market share on this explosive network. Moreover, as the price of Bitcoin increases so does our asset value as well as the barrier of entry to replicate LQWD’s business.” 

For more details, check out LQWD Technologies Corp.’s corporate presentation, and stay updated on Lightning Network node growth or connect to our nodes in real time.

About Lightning Network

Bitcoin Lightning Network is a payment layer for the internet. LN leverages the power of Bitcoin’s supreme trust protocol, which facilitates instant peer-to-peer transaction faster than any other payment rail. It is reported that LN activity has increased by 1200% over the past two years with participants such as MicroStrategy (MSTR) driving adoption and developing enterprise grade LN tools for business, taking advantage of the unmatched capability of the network.

Most recently, LN announced the integration of stable coin transaction capability, which opens LN to a much wider user base. Furthermore, many of the world’s top cryptocurrency exchanges are integrating LN into their platforms as well as forward-thinking global business as LN transacts dramatically faster and cheaper than current payment rails such as Visa and Mastercard.

About LQWD Technologies

LQWD is a Bitcoin 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.

For further information:

Ashley Garnot, Director
Phone: 1.604.669.0912
Email: [email protected]
Website: www.lqwdtech.com
Twitter: @LQWDTech

Forward-Looking Statements

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.

LQWD’s Bitcoin Lightning Network Routing Volume Achieves Record Milestone

January 30, 2024 – Vancouver, Canada – LQWD Technologies Corp., (TSXV: LQWD, OTC: LQWDF) a leading infrastructure and liquidity provider for the Bitcoin Lightning Network, as well as a holder of Bitcoin as an operational asset, announces the milestone of surpassing over 325,000 in transaction routing volume across the Company’s global node network.

Since the initial launch of LQWD’s first LN node in November 2021, routing transaction volume is consistently achieving month-over-month organic growth at an impressive rate, with the top performing nodes in Canada, USA, Indonesia, France, and Germany.

A key factor that has attributed to LQWD’s volume acceleration is the collection of key data points and the implementation of AI to improve performance.  Since leveraging AI to optimize and automate channel opening, LQWD’s nodes have now connected to more than 1,000 channels across the network, with the Company’s Canada node ranking amongst the top seven of more than 14,000 reported nodes over the LN network. Moreover, the Company’s Canada node hit record volume in December 2023 with nearly 35,000 transactions routed, which is a substantial volume breakout that can be attributed to LQWD’s AI powered capabilities.

Shone Anstey, LQWD’s CEO, commented “We are beginning to see a network effect taking place with 1,200% growth in transactions over the LN in the past two years as well as increasing interest and funding from Venture Capital companies. Our team is very excited and can foresee the opportunities for LQWD as the only publicly traded Bitcoin Lightning Network pure play within the rapidly growing eco-system. Furthermore, LQWD is firmly established as a LN focussed company with a revenue generating model in place to capture continued growth of the network and the associated transaction fee revenue.”

With the completion of the recent private placement, which was fully subscribed predominately by existing shareholders and directors, LQWD is well positioned for organic growth as well as growth through acquisition.

For more details, check out LQWD Technologies Corp.’s corporate presentation, and stay updated on Lightning Network node growth or connect to our nodes in real time.

About Lightning Network

Bitcoin Lightning Network is a payment layer for the internet. LN leverages the power of Bitcoin’s supreme trust protocol, which facilitates instant peer-to-peer transaction faster than any other payment rail. It is reported that LN activity has increased by 1200% over the past two years with participants such as MicroStrategy (MSTR) driving adoption and developing enterprise grade LN tools for business, taking advantage of the unmatched capability of the network.

Most recently, LN announced the integration of stable coin transaction capability, which opens LN to a much wider user base. Furthermore, many of the world’s top cryptocurrency exchanges are integrating LN into their platforms as well as forward-thinking global business as LN transacts dramatically faster and cheaper than current payment rails such as Visa and Mastercard.

About LQWD Technologies

LQWD is a Bitcoin 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.

For further information:

Ashley Garnot, Director
Phone: 1.604.669.0912
Email: [email protected]
Website: www.lqwdtech.com
Twitter: @LQWDTech

Forward-Looking Statements

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.

LQWD Announces Closing of Non-Brokered Private Placement

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.

For further information:

Ashley Garnot, Director
Phone: 1.604.669.0912
Email: [email protected]
Website: www.lqwdtech.com
Twitter: @LQWDTech

Forward-Looking Statements

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.

LQWD Announces Non-Brokered Private Placement

Vancouver, British Columbia, December 21, 2023 – Bitcoin Lightning Network Service Provider, LQWD Technologies Corp. (“LQWD” or the “Company”), announces that it intends to complete a non-brokered private placement of up to 1,625,000 units of the Company (“Units”) at a price of $0.40 per Unit for aggregate gross proceeds of up to $650,000 (the “Private Placement”). The Company’s shares trade on the TSX Venture Exchange (“TSXV”), trading symbol “LQWD”, and the OTCQB, trading symbol “LQWDF”.

Each Unit will consist of one common share of the Company and one common share purchase warrant, with each warrant exercisable into one common share at an exercise price of $0.60 per share at any time up to 24 months following the closing date of the private placement.

The net proceeds from the Private Placement will be used for, 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 TSXV.

In connection with the Private Placement, the Company will not pay finder’s fees.

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.

For further information:

Ashley Garnot, Director
Phone: 1.604.669.0912
Email: [email protected]
Website: www.lqwdtech.com
Twitter: @LQWDTech

Forward-Looking Statements

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.

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