/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Oct. 21, 2021 /CNW/ - Lightning Network
focused company, LQwD FinTech Corp. (TSXV: LQWD) (OTC: LQWDF)
("LQwD" or the "Company") is pleased to announce that it has priced
its previously announced marketed offering (the "Offering"). The
Offering is being conducted by a syndicate of underwriters (the
"Underwriters") led by Canaccord Genuity Corp. as lead
underwriter.
Pursuant to the Offering, the Company intends to issue
17,143,000 Units at a price of C$0.35
per Unit for gross proceeds of $6,000,050. Each Unit will consist of a
common share of the Company (a "Common Share") and one half of one
common share purchase warrant (each whole purchase warrant, a
"Warrant"). Each Warrant will be exercisable into one Common
Share for a period of 24 months from the closing of the Offering at
an exercise price of C$0.50, subject
to adjustment in certain events. The closing of the Offering is
expected to occur on or about October 28,
2021 (the "Closing") and is subject to customary conditions,
including approval of the TSX Venture Exchange (the "TSXV").
The Company has granted the underwriters an option (the
"Over-Allotment Option"), exercisable at any time for a period of
30 days after and including the closing of the Offering, to
purchase up to an additional 2,571,450 Units on the same terms and
conditions of the Offering. The Over-Allotment Option may be
exercisable to acquire Units, Common Shares and/or Warrants (or any
combination thereof) at the discretion of the underwriters.
The Units will be offered in each of the provinces and
territories of Canada, other than
Québec, pursuant to a prospectus supplement to the Company's short
form base shelf prospectus dated September
15, 2021 (the "Prospectus") and in the United States on a private placement basis
to "accredited investors" meeting one or more of the criteria in
Rule 501(a) of Regulation D under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act") and to
"Qualified Institutional Buyers" pursuant to the registration
exemptions provided by Rule 144A of the U.S. Securities
Act.
The net proceeds from the Offering will be used to acquire
Bitcoin and for general corporate and working capital purposes.
In consideration for their services, the Company will pay the
Underwriters a cash fee equal to 7.0% of the aggregate gross
proceeds of the Offering. The Underwriters will also be granted
such number of compensation warrants (each, a "Compensation
Warrant") as is equal to 7.0% of the aggregate number of Units
issued pursuant to the Offering. Each Compensation Warrant will be
exercisable to acquire one common share of the Company (a
"Compensation Warrant Share") at an exercise price equal to the
issue price of the Units (the "Offering Price") for a period of 24
months from the closing of the Offering, subject to adjustment in
certain events. The Company is entitled to designate certain
subscribers to be included in the Offering (the "President's
List"). The cash fee and Compensation Warrants payable for
President's List orders will be reduced to 3.5% and 3.5%
respectively.
The Company has applied to list the Common Shares, Warrant
Shares and Compensation Warrant Shares issuable pursuant to the
Offering on the TSXV. Copies of the Prospectus, following filing
thereof, can be obtained on SEDAR at www.sedar.com and from
Canaccord Genuity Corp., 2100, 609 Granville St, Vancouver BC V7Y 1H2. The Prospectus contains
important detailed information about the Company and the proposed
Offering. Prospective investors should read the Prospectus and the
other documents the Company has filed on SEDAR at
www.sedar.com before making an investment decision.
No securities regulatory authority has either approved or
disapproved of the contents of this press release. The Units,
Common Shares, Warrants and Warrant Shares have not been and will
not be registered under the U.S. Securities Act or any state
securities laws. Accordingly, the securities described herein may
not be offered or sold within the "United
States" or to, or for the account or benefit of, a person in
the "United States" or a "U.S.
person" (as such terms are defined in Regulation S under the U.S.
Securities Act) unless registered under the U.S. Securities Act and
applicable state securities laws or pursuant to exemptions from the
registration requirements. This news release does not constitute an
offer to sell or a solicitation of an offer to buy any securities
of LQwD in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
About LQwD
LQwD is a Lightning Network Service Provider (LSP) focused
company developing payment infrastructure and solutions. 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 scaling
Bitcoin. LQwD also holds Bitcoin as an operating asset establishing
nodes and payment channels across the Lightning Network.
Forward-Looking Statements
This news release contains "forward-looking information"
within the meaning of applicable securities laws. All statements,
other than of historical fact, that address activities, events or
developments that the Company believes, expects or anticipates will
or may occur in the future (including, without limitation,
statements regarding to the Offering generally, the use of the net
proceeds thereof, the exercise of the Over-Allotment Option and the
satisfaction of the conditions of the closing of the Offering,
including the receipt, in a timely manner, of required approvals)
are forward-looking statements. Forward-looking statements are
generally identifiable by use of the words "may", "will", "should",
"continue", "expect", "anticipate", "estimate", "believe",
"intend", "plan" or "project" or the negative of these words or
other variations on these words or comparable terminology.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which are disclosed in the Company's public
disclosure record on file with the relevant securities regulatory
authorities, many of which are beyond the Company's ability to
control or predict, that may cause the actual results of the
Company to differ materially from those discussed in the
forward-looking statements. 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.
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.
SOURCE LQwD FinTech Corp.