LQwD FinTech Corp. (TSXV: LQWD, OTC: LQWDF) announces that it has purchased C$2,500,000 worth of Bitcoin, at approximately C$46,500 (US$38,000) per Bitcoin since closing its previously announced acquisition of LQwD Financial Corp. Along with this purchase, the Company now holds approximately 60 Bitcoins.

This purchase signifies the start of a strategic growth initiative to accumulate Bitcoin as a reserve asset, but more importantly as an operating asset, which underpins the Company’s Lightning Network SaaS platform that is under development.

“LQwD is focused on developing enterprise grade infrastructure for the Lightning Network to drive Bitcoin adoption. This acquisition of Bitcoin is an important step for the growth of our business, and our vision, and we will continue to look for opportunities to increase our holdings and add value for our shareholders,” says Chairman and CEO Shone Anstey.

About the Lightning Network

The Lightning Network is a scalable Layer 2 solution built on top of the Bitcoin blockchain. It is a solution to scaling the usage of Bitcoin for microtransactions, dramatically improving upon the fees, as well as the instant settlement times, on the main Bitcoin Network.

About LQwD FinTech Corp.

LQwD is a Canadian-based financial technology company that develops payment network infrastructure and solutions on top of 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 scale of Bitcoin.

For further information:

Ashley Garnot, Corporate Development
Phone: 1.604.669.0912
Email: [email protected]
Website: www.lqwdfintech.com

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, in light of 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 Financial, 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 FinTech Corp. (formerly Interlapse Technologies Corp.) (“LQwD” or the “Company”) (TSXV: LQWD) announces that it has closed its previously announced acquisition of LQwD Financial Corp. (“LQwD Financial”) by acquiring all of the outstanding securities of LQwD Financial in exchange for the issuance of common shares (the “Shares”) of the Company (the “Transaction”). The Company has changed its name from “Interlapse Technologies Corp.” to “LQwD FinTech Corp.” and will continue to be listed as a Tier 2 technology issuer under the policies of the TSX Venture Exchange (the “Exchange”). The new trading symbol is “LQWD”.

The Company, with LQwD Financial as its wholly owned subsidiary, will now pursue the business as described in the Management Information Circular dated April 22, 2021 (the “Circular”), which is available under the Company’s profile on SEDAR at www.sedar.com. The principal business of LQwD Financial is the development and commercial launch of its Lightning Network SaaS platform.

“This is an exciting day for all of us at LQwD,” says Chairman and CEO Shone Anstey. “We are looking forward to pursuing the opportunities and participating in the exponential growth now taking place on the Bitcoin Lightning Network and the continued support of our shareholders.”

Transaction

The Company issued 22,400,001 Shares to the shareholders of LQwD Financial in consideration for the transfer of all of the issued and outstanding common shares in the capital of LQwD to the Company on a 1:1 basis. In addition, all outstanding warrants of LQwD Financial to acquire up to 4,000,000 common shares of LQwD Financial at a price of $0.15 per LQwD common share until January 2, 2025 were automatically adjusted to be exercisable into Shares on a 1:1 basis.

Concurrent Financing

In connection with the Transaction, on March 23, 2021, the Company closed a non-brokered private placement of 20,000,000 subscription receipts (each, a “Subscription Receipt”) at a price of $0.25 per Subscription Receipt for gross proceeds of $5 million (the “Concurrent Financing”). Each Subscription Receipt entitled the holder thereof to receive one Share and one-half of a share purchase warrant (each whole such warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Share at a price of $0.40 per Share at any time for a period of 12 months following the date of conversion of the Subscription Receipts, subject to the Accelerated Expiry described below. The Subscription Receipts and the securities into which they are convertible, bear a hold period of four months and a day from the closing of the Concurrent Financing.

The Warrants are subject to the Accelerated Expiry, which may be invoked by the Company if, over a period of ten consecutive trading days following the date of issuance of the Warrants, the volume weighted average trading price of the Shares on the Exchange equals or exceeds $0.60 on each of those 10 consecutive days, by the Company giving notice in writing to the holders of the Warrants that the Warrants will expire on the date that is the earlier of (i) the 30^th day following the giving of such notice unless exercised by the holders prior to such date, and (ii) the original expiry date of the Warrants (the “Accelerated Expiry”).

In connection with the Concurrent Financing, the Company paid finder\’s fees in the amount of $249,150, which represents a 7% cash fee on certain of the gross proceeds raised from subscriptions introduced by arm’s length parties. The Company also issued finder’s securities, consisting of an aggregate of (i) 672,000 broker warrants with each broker warrant being exercisable to acquire one Share at a price of $0.40 per Share; and (ii) 35,000 finder’s units with each finder’s unit converting into one Share and one-half of one share purchase warrant, with each whole such warrant entitling the holder thereof to purchase one additional Share at a price of $0.40 per Share.

Board and Management

Following closing of the Transaction the directors and officers of the Company are:

Biographies for each of the directors and officers of the Company were included in the Circular. Detailed information about the Transaction and related matters, including financial statements of LQwD Financial, are contained in the Circular.

About LQwD

LQwD is a financial technology company that develops payment network infrastructure and solutions on top of the Lightning Network, a scalable Layer 2 solution built on top of the bitcoin blockchain. Its signature product, Coincurve.com, is an online digital platform for users to buy virtual currencies in a streamlined fashion and enables a simple, safe way to buy and spend virtual currency.

ON BEHALF OF THE BOARD OF LQWD FINTECH CORP.

Shone Anstey
Chairman, CEO and Director

For further information:

Ashley Garnot, Corporate Development
Phone: 1.604.669.0912
Email: [email protected]
Website: www.lqwdfintech.com

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, in light of 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 Financial, 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.

/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES/

Interlapse Technologies Corp. (TSXV: INLA) (\”Interlapse\” or the \”Company\”) is pleased to announce that it has closed its previously announced non-brokered private placement of 20,000,000 subscription receipts (the “Subscription Receipts”) at a price of $0.25 per Subscription Receipt for total gross proceeds of $5,000,000 (the “Financing”).

The gross proceeds from the Financing will be held in escrow by Computershare Trust Company of Canada as subscription receipt agent and will be released upon completion of the escrow release conditions, which includes completion of the Company\’s previously announced acquisition of 100% of the issued and outstanding shares of LQwD Financial Corp. (“LQWD”), a decentralized finance company creating enterprise grade infrastructure and institutional liquidity for the Lightning Network, in exchange for common shares of Interlapse (the \”Transaction\”). The Lightning Network is a solution to scaling the usage of Bitcoin, dramatically improving upon the fees, as well as the instant settlement times, on the main Bitcoin blockchain.

Each Subscription Receipt entitles the holder thereof to receive, upon satisfaction of the escrow release conditions (which will include, among other things, the closing of the Transaction) on or before the escrow release deadline, and without payment of additional consideration therefor one common share in the capital of the Company following completion of the Transaction (the \”Resulting Issuer\”) and one-half of a common share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share of the Resulting Issuer at C$0.40 per share for a period of 12 months from the date of conversion of the Subscription Receipts. In the event that the volume-weighted trading price of the shares on the TSX Venture Exchange (the \”TSX-V\”) is C$0.60 or greater for a period of 10 consecutive trading days, the Company may, at its option, accelerate the warrant expiry date by issuing a press release (the \”Acceleration Provision\”).

Should the escrow release conditions not be satisfied by the escrow release deadline, the Subscription Receipts will be cancelled, and all proceeds from the sale of Subscription Receipts will be returned to purchasers. The Subscription Receipts and the securities into which they are convertible, are subject to a hold period and may not be traded until July 24, 2021 except as permitted by applicable securities legislation and the rules and policies of the TSX-V.

In consideration of arranging the Financing, the Company has agreed to pay finder\’s fees consisting of:

• cash payments totaling $249,150 (the \”Finders\’ Commission\”);
• 672,000 warrants (the \”Finder Warrants\”), each Finder Warrant exercisable to purchase one additional common share of the Company, subject to adjustment, for a period of 24 months from the Closing Date at a price of $0.40 per share; and
• 35,000 units (the \”Finder Units\”) and, together with the Finders\’ Commission and Finder Warrants, the \”Finders\’ Fees\”), each Finder Unit consists of one common share in the capital of the Resulting Issuer and one-half of one warrant. Each whole such warrant will entitle the holder to purchase one additional common share of the Resulting Issuer at C$0.40 per share for a period of 12 months from the date of conversion of the Subscription Receipts, subject to the Acceleration Provision.

The Finders\’ Fees are not payable until the escrow release conditions are met.

The Resulting Issuer intends to use the proceeds of the Financing to fund the costs of the Transaction, purchase Bitcoin in connection with the Resulting Issuer\’s business plan and for development and general working capital.

Interlapse has also appointed PI Financial Corp. (\”PI\”) as the sponsor to Interlapse in respect of the Transaction pursuant the sponsorship requirements of the TSX-V. In consideration for PI\’s services, the Company has agreed to pay a $75,000 cash fee and grant 100,000 compensation options to PI. Each compensation option entitles the holder to purchase one unit of the Company at a price of $0.25 per unit, each such unit consisting of one common share in the capital of the Resulting Issuer and one-half of one warrant. Each whole such warrant will entitle the holder to purchase one additional common share of the Resulting Issuer at C$0.40 per share for a period of 12 months from the date of conversion of the Subscription Receipts, subject to the Acceleration Provision.

This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the \”U.S. Securities Act\”), or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless an exemption from such registration is available.

The Transaction remains subject to a number of terms and conditions, including Interlapse shareholder approval and the approval of the TSX-V and other applicable regulatory authorities. Upon completion of this arm\’s length Transaction, LQWD will become a wholly owned subsidiary of Interlapse.

About Interlapse Technologies Corp.
Interlapse Technologies Corp. is a financial technology applications company accelerating the global mega-trend of virtual currency adoption. Interlapse currently has 30,683,189 shares outstanding (37,117,401 fully diluted).

To learn more, visit www.interlapse.com.

For further information:
Ashley Garnot, Corporate Development
Phone: 1.604.669.0912
Email: [email protected]
Website: www.interlapse.com

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Interlapse should be considered highly speculative.
The TSX-V. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This news release contains \”forward-looking information\” within the meaning of applicable securities laws relating to the Transaction, the Financing and associated transactions, including statements regarding the terms and conditions of such transactions, the requisite Interlapse Shareholder approval, the continued listing of the Resulting Issuer on the TSX-V, the directors and officers of the Resulting Issuer, the anticipated benefit of the Lightning Network. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs regarding future events of management of Interlapse and LQWD (the \”Companies\”). This information and these statements, referred to herein as \”forward‐looking statements\”, are not historical facts, are made as of the date of this press release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management\’s expectations and intentions with respect to, among other things, the completion of the Transaction and the use of proceeds from the Financing. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. Important factors that may cause actual results to vary include without limitation, risks relating to the finalization of the terms of the Financing; risks associated with any delays or difficulties encountered in respect of the Transaction; the timing and receipt of certain approvals, including approval from the TSX-V or the Interlapse Shareholders; risks and uncertainties related to the Transaction not being completed in the event that the conditions precedent thereto are not satisfied; delays in the receipt of requisite approvals and changes in general economic conditions or conditions in the financial markets. In making the forward‐looking statements in this press release, the Companies have applied several material assumptions, including without limitation, the receipt of necessary consents and approvals and satisfaction of all conditions precedent for the completion of the Transaction in a timely manner. Neither Interlapse nor LQWD assumes any obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements, unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in Interlapse\’s filings with the Canadian securities regulators, which filings are available at www.sedar.com.

Vancouver, Canada – Interlapse Technologies Corp. (TSXV: INLA) (\”Interlapse\” or the \”Company\”) announces that the Company’s shares will resume trading on the TSX Venture Exchange (“TSX-V”) on Monday, March 22, 2021.

The Company’s previously announced acquisition of 100% of the issued and outstanding shares of LQwD Financial Corp., a decentralized finance company creating enterprise grade infrastructure and institutional liquidity for the Lightning Network, in exchange for common shares of Interlapse (the “Transaction”) is continuing to progress.

The Transaction remains subject to a number of terms and conditions, including Interlapse shareholder approval, the completion of a concurrent financing generating proceeds of up to $5.0 million, and the approval of the TSX-V and other applicable regulatory authorities. Upon completion of this arm’s length Transaction, LQWD will become a wholly owned subsidiary of Interlapse.

The Lightning Network is a solution to scaling the usage of Bitcoin, dramatically improving upon the fees, as well as the instant settlement times, on the main Bitcoin blockchain.

About Interlapse Technologies Corp.

Interlapse Technologies Corp. is a financial technology applications company accelerating the global mega-trend of virtual currency adoption. Interlapse currently has 30,683,189 shares outstanding (37,117,401 fully diluted).

To learn more, visit www.interlapse.com.

For further information:
Ashley Garnot, Corporate Development
Phone: 1.604.669.0912
Email: [email protected]
Website: www.interlapse.com

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Interlapse should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This news release contains \”forward-looking information\” within the meaning of applicable securities laws relating to the Transaction, the Concurrent Financing and associated transactions, including statements regarding the terms and conditions of such transactions, the requisite Interlapse Shareholder approval, the continued listing of the Resulting Issuer on the TSX-V, the directors and officers of the Resulting Issuer, the anticipated benefit of the Lightning Network and the intention to apply for a waiver from the sponsorship requirements of the TSX-V. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs regarding future events of management of Interlapse and LQWD (the \”Companies\”). This information and these statements, referred to herein as \”forward‐looking statements\”, are not historical facts, are made as of the date of this press release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management\’s expectations and intentions with respect to, among other things, the completion of the Transaction and the Concurrent Financing.  These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. Important factors that may cause actual results to vary include without limitation, risks relating to the finalization of the terms of the Concurrent Financing; risks associated with any delays or difficulties encountered in respect of the Transaction and Concurrent Financing; the timing and receipt of certain approvals, including approval from the TSX-V or the Interlapse Shareholders; risks and uncertainties related to the Transaction not being completed in the event that the conditions precedent thereto are not satisfied; delays in the receipt of requisite approvals and changes in general economic conditions or conditions in the financial markets. In making the forward‐looking statements in this press release, the Companies have applied several material assumptions, including without limitation: (1) the successful completion of the Concurrent Financing; and (2) the receipt of necessary consents and approvals and satisfaction of all conditions precedent for the completion of the Transaction and Concurrent Financing in a timely manner. Neither Interlapse nor LQWD assumes any obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements, unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in Interlapse\’s filings with the Canadian securities regulators, which filings are available at www.sedar.com.

Interlapse Technologies Corp. (TSXV: INLA / OTCQB: INLAF) (“Interlapse” or the “Company”) is pleased to announce details of the meeting of shareholders to be held to consider the proposed acquisition of 100% of the issued and outstanding shares of LQwD Financial Corp. (the “Transaction”) as well as additional updates regarding the concurrent financing to be completed in connection therewith (the “Concurrent Financing”).

Interlapse has set the annual general and extraordinary meeting of shareholders of Interlapse to take place on February 8, 2021, with a record date of December 22, 2020. The filing and mailing of the management information circular in respect of the meeting is expected to take place in mid-January. Additional information concerning the Transaction will be contained in the information circular and will be available under the Company’s profile at www.sedar.com.

As disclosed in the Company’s news release dated November 23, 2020, the Transaction is subject to a number of terms and conditions, including Interlapse shareholder approval and completion of the Concurrent Financing.

The Concurrent Financing will consist of a non-brokered private placement offering of a minimum of 12,000,000 subscription receipts (the “Subscription Receipts”) up to a maximum of 20,000,000 Subscription Receipts for minimum gross proceeds of C$3,000,000 and maximum gross proceeds of C$5,000,000. Each Subscription Receipt entitles the holder thereof to receive, upon satisfaction of the escrow release conditions (which will include, among other things, the closing of the Transaction) on or before the escrow release deadline, and without payment of additional consideration therefor one common share in the capital of the Company following completion of the Transaction (the “Resulting Issuer”) and one-half of a common share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share of the Resulting Issuer at a price of C$0.40 per share for a period of 12 months from the date of conversion of the Subscription Receipts. In the event that the volume-weighted trading price of the shares on the TSX Venture Exchange (the “TSXV”) is C$0.60 or greater for a period of 10 consecutive trading days, the Company may, at its option, accelerate the warrant expiry date by issuing a press release.

Should the escrow release conditions not be satisfied by the escrow release deadline, the Subscription Receipts will be cancelled, and all proceeds from the sale of Subscription Receipts will be returned to subscribers. The Company’s transfer agent is expected to act as the subscription receipt agent in respect of the Subscription Receipts. The Subscription Receipts and the securities into which they are convertible, will bear a hold period of four months and a day from the closing of the Concurrent Financing.

The Company may pay finders’ fees in connection with the Concurrent Financing. The Concurrent Financing and the Transaction are subject to certain conditions, including, but not limited to, the approval of the TSXV.

The Resulting Issuer intends to use the proceeds of the Concurrent Financing to fund the costs of the Transaction, purchase Bitcoin in connection with the Resulting Issuer’s business plan and for development and general working capital.

This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless an exemption from such registration is available.

About Interlapse Technologies Corp.

Interlapse Technologies Corp. is a financial technology applications company accelerating the global mega-trend of virtual currency adoption. Our signature product, Coincurve.com, enables a simple, safe way to buy, sell and spend virtual currency.

To learn more, visit www.interlapse.com.

For further information:
Ashley Garnot, Corporate Development
Phone: 1.604.669.0912
Email: [email protected]
Website: www.interlapse.com

Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

Statements contained in this release that are not historical facts are forward-looking statements, including statements relating to the filing and mailing date of the information circular, the meeting date, the payment of finders’ fees, planned use of proceeds from the Concurrent Financing and approval from the TSXV, that involve various risks and uncertainty affecting the business of Interlapse. In making the forward-looking statements, Interlapse has applied certain assumptions that are based on information available, including Interlapse’s strategic plan for the near and mid-term, including that regulatory approval of the private placement will be obtained in a timely manner, that all conditions precedent to completion of the Transaction and Concurrent Financing will be satisfied in a timely manner and that general economic and business conditions will not change in a materially adverse manner. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Interlapse does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Interlapse Technologies Corp. (TSXV: INLA / OTCQB: INLAF) (\”Interlapse\” or the \”Company\”) announces that it has entered into a share exchange agreement dated November 23, 2020 (the \”Share Exchange Agreement\”) with LQwD Financial Corp. (“LQWD”), pursuant to which, Interlapse will acquire 100% of the issued and outstanding shares of LQWD from its security holders in exchange for common shares of Interlapse (an “Interlapse Share”) having an aggregate deemed value of approximately $6.6 million (on a fully diluted basis) (the “Transaction”).

Upon completion of this arm’s length transaction, LQWD will become a wholly owned subsidiary of Interlapse.

LQWD, a private company incorporated under the laws of the Province of British Columbia, is a decentralized finance company creating enterprise grade infrastructure and institutional liquidity for the Lightning Network.

The Lightning Network is a solution to scaling the usage of Bitcoin, dramatically improving upon the fees, as well as the instant settlement times, on the main Bitcoin blockchain.

LQWD has been developing a Lightning Network platform that enables the setup of payment channels as a service — combined with a liquidity pool — to allow users to stake Bitcoin on the Lightning Network and earn interest. LQWD anticipates launching beta testing in early 2021, and will soon be seeking beta testers. In addition, post-Transaction, LQWD plans to establish a business presence in San Francisco, a key hub for the Lightning Network.

The Lightning Network

The Lightning Network is a second-layer protocol, sitting above the Bitcoin layer, intended to facilitate quicker transactions and offer a solution to the Bitcoin blockchain layer’s rising transaction fees and slow transaction processing times.  It potentially solves Bitcoin’s scalability problem, increasing the viability of Bitcoin’s mass adoption and use as a medium of daily exchange.

The Lightning Network is made up of a network of micropayment channels built on top of the Bitcoin blockchain, and is capable of millions to billions of transactions per second across the network. The Lightning Network makes attaching payment per action/click possible without the use of custodians.

Transaction Summary

Pursuant to the Share Exchange Agreement, subject to satisfaction of certain conditions, including the approval of the shareholders of Interlapse (the “Interlapse Shareholders”) and the TSX Venture Exchange (the “TSX-V”), Interlapse will acquire all of the outstanding shares of LQWD (the “LQWD Shares”) by way of a share exchange, whereby shareholders of LQWD will receive one (1) Interlapse Share for every one (1) LQWD Share held, which would result in the issuance of an aggregate of 22,400,001 Interlapse Shares at a deemed price of $0.25 per share (based on the current number of outstanding LQWD Shares). In addition, LQWD’s outstanding milestone-based performance warrants exercisable to acquire up to 4,000,000 LQWD Shares at a price of $0.15 per share until January 2, 2025, upon closing of the Transaction, will be automatically adjusted to be exercisable into Interlapse Shares on a one-to-one basis.

These Interlapse Shares to be issued to the LQWD securityholders under the Transaction will be subject to restrictions on resale, including escrow restrictions imposed by applicable securities laws and the TSX-V.

Upon completion of the Transaction, LQWD will become a wholly owned subsidiary of Interlapse and the securityholders of LQWD will become securityholders of the Company (the Company hereafter to be referred to as the “Resulting Issuer”).

Interlapse currently has 30,683,189 Interlapse Shares issued and outstanding, as well as 910,000 outstanding stock options which entitle the holders to acquire up to 910,000 Interlapse Shares exercisable at a price of $0.35 per share until May 28, 2024 and July 24, 2024, respectively, and 4,904,212 warrants outstanding entitling holders to acquire up to 4,904,212 common shares at a price of $0.20 per share until May 2, 2022 and 620,000 performance based shares which may be issued pursuant to a share purchase and development agreement dated August 28, 2018, and subsequent amendments, between Interlapse, Skyrun Technology Corp., Wayne Chen and Rodney Hsu.

Following the completion of the Transaction (based on the outstanding share capital of each of Interlapse and LQWD as of the date hereof), approximately 54,083,190 common shares of the Resulting Issuer would be issued and outstanding (on a non-diluted basis prior to the completion of any financing completed concurrently with the Transaction).

Interlapse Shareholders will hold common shares representing approximately 53.75% of the outstanding common shares of the Resulting Issuer following the completion of the Transaction, on a non-diluted basis prior to the completion of any financing.

The Transaction is subject to a number of terms and conditions, including Interlapse Shareholder approval, the completion of a concurrent financing generating minimum proceeds of $3.0 million (the “Concurrent Financing”), and the approval of the TSX-V and other applicable regulatory authorities.

The parties intend that the Resulting Issuer will continue to be listed on the TSX-V as a Tier 2 technology issuer following completion of the Transaction.  Trading in the Interlapse Shares will remain halted pending the satisfaction of all applicable requirements of the TSX-V.  There can be no assurance that trading in the Interlapse Shares will resume prior to the completion of the Transaction.  The Transaction is an “Arm’s Length Transaction” within the meaning of the policies of the TSX-V.

Further details concerning the Transaction, LQWD (including additional financial information and information regarding the assets of LQWD) and other matters will be contained in the management information circular of Interlapse (see “Shareholder Approval” below).

Information Concerning LQWD

LQWD currently has 16 shareholders. Significant shareholders of LQWD who will become insiders of the Resulting Issuer following the completion of the Transaction include Shone Anstey, Founder and CEO, Dean Sutton, President, Kim Evans, CFO, and Albert Szmigielski, CTO. The Company does not expect any new control persons to be created in the Resulting Issuer as a result of the Transaction.

At June 30, 2020, LQWD had total assets of $42,106, liabilities of $23,595, had experienced losses and negative cash flows from operations since inception, and has a deficit of $106,069 (December 31, 2019 – $309,597). LQWD’s June 30, 2020 financial statements are unaudited.  LQWD’s assets are located in Canada.

Management and Board of Directors of Resulting Issuer

Upon completion of the Transaction, it is anticipated that the following individuals will be appointed as directors and officers of the Resulting Issuer.

Shone Anstey – Chairman and Chief Executive Officer

Shone brings 20 years of experience in building complex technologies and software primarily within data analytics, big data, cryptocurrency, and compliance. He has been engaged with cryptocurrency since 2012, and has acted as technology lead for an industrial Bitcoin mining and Bitcoin mining pool. Mr. Anstey is a Certified Bitcoin Professional as well as a Certified Cryptocurrency Investigator.

Shone is also a Director and Founder of Blockchain Intelligence Group (CSE: BIGG) and was responsible for that company’s core products (namely QLUE^TM, BitRank Verified^®, and its global network), and for bringing the team together in 2015. These tools are used to mitigate the risk associated with cryptocurrency and are currently utilized by US Federal law enforcement in Washington DC, along with cryptocurrency companies globally. During his time leading Blockchain Intelligence Group, Mr. Anstey oversaw its go-public transaction in late 2017, capital raises of an aggregate $23.2 million, and the ~$3 million strategic acquisition of Netcoins in August 2019.

Dean Sutton – President and Director

Dean is a technology founder, venture builder and investor with over a decade of experience leading technology-centric companies from inception through financing and commercialization. An active participant in the fintech, blockchain and digital currency ecosystem, he is an advisor to fintechs in Canada and the US, is a director of Blockchain Canada, a member of the Forbes Tech Council, and a co-founder of Atlas One Digital Securities, a Canadian digital investment bank.

Barry MacNeil – Chief Financial Officer

Barry is a member of the Chartered Professional Accountants of British Columbia with more than 30 years of management and accounting experience in public company, private practice, and industry. His previous positions include Director of Public Companies and Non-Profit Societies, Chief Financial Officer, Corporate Controller and Accountant.

Albert Szmigielski – Chief Technical Officer

Albert is a technologist, computer scientist, and a blockchain and digital currency expert. Albert holds a B.Sc. in Computing Science from Simon Fraser University, and a Master of Science in Digital Currencies and Blockchain Technologies from the University of Nicosia, Cyprus. Albert discovered Bitcoin in 2011 and became fascinated with the technology, deciding to turn his career towards this exciting space. Mr. Szmigielski was formerly the Head of Research and Chief Blockchain Engineer at Blockchain Intelligence Group and VP Research at CipherTrace. Currently Albert is working on bringing DeFi solutions to Bitcoin\’s Lightning Network.

Giuseppe (Pino) Perone – Corporate Secretary and Director

Pino is a founding director of Interlapse. He is a lawyer by background and has extensive corporate experience that stems from practicing as corporate counsel, as well as serving as an executive and director for various public and private companies in the resource and technology sectors. Pino holds a B.A. from the University of Victoria and an LL.B. from the University of Alberta and has been a member in good standing of the Law Society of British Columbia since 2006. Pino will serve as the Company’s interim CEO until completion of the Transaction.

Kim Evans – Independent Director

Kim is a Certified Public Accountant with extensive experience in the corporate securities industry and the junior mining and technology sectors. She has over 20 years of experience as a Director and/or Officer of a number of public companies listed on the TSX-V.

Ashley Garnot – Independent Director

Ashley is a founding Director of Interlapse. She is a management consultant for public and private companies in the resource and technology sectors, with experience in both the branding and real estate industries. She has deep expertise managing marketing programs, corporate development, accounting and financial matters. Mrs. Garnot holds a Canadian Securities Course Certificate from the Canadian Securities Institute and a Property Management and Real Estate Trading Services diploma from the Sauder School of Business (Real Estate Division).

Name Change

Upon completion of the Transaction, the Resulting Issuer will change its name to “LQwD FinTech Corp.” or another name selected by LQWD.

Concurrent Financing

Pursuant to the Share Exchange Agreement, it is a condition of closing of the Transaction that the Company complete the Concurrent Financing. The Company will offer a minimum of 12,000,000 subscription receipts (the “Subscription Receipts”) at a minimum price of $0.25 per Subscription Receipt on a non-brokered basis for gross proceeds of a minimum of $3,000,000. Each Subscription Receipt will automatically convert on the completion of the Transaction into Interlapse Shares (of the Resulting Issuer) without any further consideration on the part of the purchaser. The proceeds from the Concurrent Financing will be held in escrow pending completion of the Transaction whereupon the Interlapse Shares shall be issued to the purchasers and the net proceeds of the Concurrent Financing will be paid to the Resulting Issuer. The Company may pay finders’ fees in connection with the Concurrent Financing. Further details concerning the Concurrent Financing will be announced by way of press release once determined.

Sponsorship

The Transaction is subject to the sponsorship requirements of the TSX-V, unless an exemption or waiver from those requirements is granted by the TSX-V.  The Company intends to apply for a waiver from the sponsorship requirements; however, there can be no assurance that a waiver will be obtained.  If a waiver from the sponsorship requirements is not obtained, a sponsor will be identified at a later date.  An agreement to act as sponsor in respect of the Transaction should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of its completion.

Shareholder Approval

The Transaction, if completed, will constitute a Reverse Takeover (as such term is defined under the policies of the TSX-V) and is subject to, among other things, Interlapse Shareholder approval. The terms and conditions of the Transaction will be summarized in the Company’s management information circular, which is expected to be filed and mailed to Interlapse Shareholders in December of 2020 and will be available under the Company’s profile on SEDAR at www.sedar.com. Copies of the Share Exchange Agreement and certain related documents will be filed with Canadian securities regulators and will also be available on SEDAR.

About Interlapse Technologies Corp.

Interlapse Technologies Corp. is a financial technology applications company accelerating the global mega-trend of virtual currency adoption. Our signature product, Coincurve.com, enables a simple, safe way to buy, sell and spend virtual currency.

To learn more, visit www.interlapse.com.

For further information:
Ashley Garnot, Corporate Development
Phone: 1.604.669.0912
Email: [email protected]
Website: www.interlapse.com

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Interlapse should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This news release contains \”forward-looking information\” within the meaning of applicable securities laws relating to the Transaction, the Concurrent Financing and associated transactions, including statements regarding the terms and conditions of such transactions, the requisite Interlapse Shareholder approval, the continued listing of the Resulting Issuer on the TSX-V, the directors and officers of the Resulting Issuer, the anticipated benefit of the Lightning Network and the intention to apply for a waiver from the sponsorship requirements of the TSX-V. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs regarding future events of management of Interlapse and LQWD (the \”Companies\”). This information and these statements, referred to herein as \”forward‐looking statements\”, are not historical facts, are made as of the date of this press release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management\’s expectations and intentions with respect to, among other things, the completion of the Transaction and the Concurrent Financing.  These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. Important factors that may cause actual results to vary include without limitation, risks relating to the finalization of the terms of the Concurrent Financing; risks associated with any delays or difficulties encountered in respect of the Transaction and Concurrent Financing; the timing and receipt of certain approvals, including approval from the TSX-V or the Interlapse Shareholders; risks and uncertainties related to the Transaction not being completed in the event that the conditions precedent thereto are not satisfied; delays in the receipt of requisite approvals and changes in general economic conditions or conditions in the financial markets. In making the forward‐looking statements in this press release, the Companies have applied several material assumptions, including without limitation: (1) the successful completion of the Concurrent Financing; and (2) the receipt of necessary consents and approvals and satisfaction of all conditions precedent for the completion of the Transaction and Concurrent Financing in a timely manner. Neither Interlapse nor LQWD assumes any obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements, unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in Interlapse\’s filings with the Canadian securities regulators, which filings are available at www.sedar.com.

Interlapse Technologies Corp. (TSXV: INLA / OTCQB: INLAF) (“Interlapse” or the “Company”) announces that it has closed its previously announced non-brokered private placement offering raising gross proceeds of C$735,632.

The Company issued 4,904,212 units at the price of C$0.15 per unit, each unit consisting of one common share and one non-transferable warrant, each warrant entitling the holder to purchase one additional share (a “warrant share”) at a price of C$0.20 per warrant share for a period of 18 months from the date of issue provided that, commencing on March 2, 2021, if the closing price of the Company’s common shares on the TSX Venture Exchange (the “TSX-V”), or any other stock exchange on which the Company’s common shares are then listed, is at a price equal to or greater than C$0.40 for a period of 10 consecutive trading days, the Company will have the right to accelerate the expiry date of the Warrants by giving written notice to the holders of the warrants that the warrants will expire on the date that is not less than 30 days from the date notice is provided by the Company to the warrant holders.

In consideration of arranging the private placement, the Company paid finders’ fees in the aggregate amount of C$34,386.24.

A senior officer and a significant shareholder of the Company participated in the private placement by purchasing an aggregate of 500,000 units. Accordingly, the private placement constituted to that extent a “related party transaction” under applicable Canadian securities laws. The Company did not file a material change report more than 21 days before the expected closing of the private placement as the details of the private placement and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.

The common shares, warrants and any warrant shares issued upon exercise of the warrants are subject to a hold period and may not be traded until March 2, 2021 except as permitted by applicable securities legislation and the rules and policies of the TSX-V.

Interlapse plans to use the funds towards further development of its virtual currency and digital asset business.

About Interlapse Technologies Corp.

Interlapse Technologies Corp. is a financial technology applications company accelerating the global mega-trend of virtual currency adoption. Our signature product, Coincurve.com, enables a simple, safe way to buy, sell and spend virtual currency.

To learn more, visit www.interlapse.com.

For further information:
Ashley Garnot, Corporate Development
Phone: 1.604.669.0912
Email: [email protected]
Website: www.interlapse.com

Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information
Statements contained in this release that are not historical facts are forward-looking statements, including statements relating to the planned use of proceeds from the private placement, that involve various risks and uncertainty affecting the business of Interlapse. In making the forward-looking statements, Interlapse has applied certain assumptions that are based on information available, including Interlapse’s strategic plan for the near and mid-term. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Interlapse does not undertake to update any forward-looking information, except in accordance with applicable securities laws.