/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Oct. 28, 2021 /CNW/ - Lightning Network
focused company, LQwD FinTech Corp. (TSXV: LQWD) (OTC: LQWDF)
("LQwD" or the "Company") is pleased to announce that it has closed
its previously announced offering of 20,000,000 units (the "Units")
at a price of C$0.35 per Unit (the
"Offering Price") for total gross proceeds of C$7,000,000 (the "Offering"). The Offering was
conducted by a syndicate of underwriters led by Canaccord Genuity
Corp. and including PI Financial Corp. (together, the
"Underwriters"). The Underwriters also exercised their
over-allotment option in full to purchase an additional 3,000,000
Units for additional gross proceeds of C$1,050,000. Including the proceeds from
the exercise of the over-allotment option, the total gross proceeds
of the Offering are C$8,050,000 with
an aggregate of 23,000,000 Units issued.
Each Unit consists of one 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 is
exercisable to acquire one Common Share until October 28, 2023, at an exercise price of
C$0.50.
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 paid the
Underwriters a cash fee equal to 7.0% of the aggregate gross
proceeds of the Offering, other than in respect of Units sold to
purchasers designated by the Company, for which a cash fee of 3.5%
was paid, and issued an aggregate of 1,528,765 compensation
Warrants and 214,285 Common Shares as partial payment of a
corporate finance fee. Each Compensation Warrant will be
exercisable to acquire one Common Share at an exercise price equal
to the Offering Price for a period of 24 months from the closing of
the Offering, subject to adjustment in certain events.
Certain directors and officers of the Company participated in
the Offering by purchasing a total of 413,500 Units.
Accordingly, the Offering 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 Offering as the details of the
Offering 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.
This press 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 jurisdiction in which such offer, solicitation or
sale would be unlawful. The securities being offered have not been,
nor will they be, registered under the 1933 Act and may not be
offered or sold in the United
States or to, or for the account or benefit of, U.S. persons
absent registration or an applicable exemption from the
registration requirements of the 1933 Act, and applicable state
securities laws. "United States" and "U.S. person" are as defined
in Regulation S under the 1933 Act.
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 the use of proceeds of the Offering) 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.