/NOT FOR DISSEMINATION IN THE
UNITED STATES OR THROUGH U.S. NEWSWIRES/
VANCOUVER, BC, March 23, 2021 /CNW/ - 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.
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.
SOURCE Interlapse Technologies Corp.
