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Vancouver, British Columbia--(Newsfile Corp. - November 7, 2024) - LQWD Technologies Corp. (TSXV: LQWD) (OTCQB: LQWDF) ("LQWD" or the "Company") is pleased to announce that it has closed the second and final tranche of its non-brokered private placement financing of $3,740,000 (the "Private Placement"), which was previously announced on September 27, October 9, and October 22, 2024.
Under the first tranche of the Private Placement, which closed on October 9, 2024, the Company issued an aggregate of 3,200,000 units of the Company at a price of $0.70 per unit to raise gross proceeds of $2,240,000. In the second and final tranche of the Private Placement, the Company has issued an aggregate of 2,307,692 units at a price of $0.65 per unit for gross proceeds of $1,500,000.
Each $0.65 unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable into one common share at an exercise price of $0.90 per share at any time up to 18 months following the closing date of the Private Placement. If the volume weighted average trading price of the common shares on the TSX Venture Exchange ("TSXV") is equal to or greater than $1.25 for a period of 20 consecutive trading days, the Company will have the right to accelerate the expiry date of the warrants by giving written notice that the warrants will expire on the date that is not less than 10 days from the date notice is provided by the Company to the warrant holder.
The common shares and warrants issued under the second tranche of the Private Placement are subject to a 4 month hold period before becoming free trading.
The net proceeds from the Private Placement will be used for, but are not limited to, continuing to expand LQWD's Lightning Network business, which includes purchasing Bitcoin and expanding the developer team in accordance with the Company's business strategy, and for general working capital purposes.
In connection with the second tranche of the Private Placement, the Company issued to the finder $27,875 in cash and 30,972 non-transferable share purchase warrants (each, a "Compensation Warrant"). Each such Compensation Warrant will entitle the holder to purchase one common share for a period of 18 months following the closing date with an exercise price of $0.90 per share.
Alex Guidi, a non-executive director of the Company, and 210K Capital LP, a significant shareholder of the Company, participated in the second tranche of the Private Placement by purchasing 150,000 units and 450,000 units for aggregate subscription prices of $97,500 and $292,500, accordingly. Therefore, 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 each insider'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.