Vancouver, British Columbia--(Newsfile Corp. - June 27, 2025) - LQWD Technologies Corp. (TSXV: LQWD) (OTCQX: LQWDF) ("LQWD" or the "Company") is pleased to announce that it has arranged an offering up of to 1,818,181 common shares of the Company (the "Common Shares") at a price of $5.50 per Common Share (the "Offering Price") for aggregate gross proceeds of up to $10 million (the "Offering") on a brokered and non-brokered basis (the brokered and non-brokered portions of the Offering are hereinafter referred to as the "Brokered Offering" and "Non-Brokered Offering", respectively).
The Company has entered into an agreement with Maxim Group LLC ("Maxim") to act as sole agent and book runner in connection with the Brokered Offering, which will be conducted on a best efforts private placement basis.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Offering is being made pursuant to Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption"), to purchasers resident in Canada (other than the province of Québec) in connection with the Non-Brokered Offering. In connection with the Brokered Offering, the Common Shares will be offered to persons in the United States pursuant to exemptions from the registration requirements under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and all applicable U.S. state securities laws, as well as outside Canada and the United States on a basis which does not require the qualification or registration of any of the Company's securities or require the Company to be subject to any ongoing disclosure requirements under any domestic securities laws.
There is an offering document related to the Offering (the "Offering Document") that can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at https://lqwdtech.com/. Prospective investors should read the Offering Document before making an investment decision.
The Company intends to use the net proceeds from the Offering for the acquisition of Bitcoin for use as an operating asset in the Company's LSP business and activities, and general corporate purposes.
The Offering is expected to close on or about July 7, 2025, or such other date as the Company and Maxim may agree (the "Closing Date"). Completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the conditional approval of the TSX Venture Exchange ("TSXV").
The Company expects certain directors and officers of the Company, being related parties as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), to participate in the Offering. Any such resulting related party transaction will be exempt from the formal valuation requirement and shareholder approval requirement of MI 61-101 as the fair market value of any Common Shares issued to such persons will not exceed 25% of the Company's market capitalization.
The Common Shares to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news 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.
About LQWD
LQWD Technologies Corp. is advancing Bitcoin adoption through the Lightning Network, a second-layer solution that enables instant, low-cost transactions at scale. As one of the first public companies dedicated to Lightning infrastructure, LQWD operates a network of enterprise-grade nodes designed to earn transaction fees and support network liquidity.
With a strategic Bitcoin treasury and infrastructure positioned for scalability, LQWD offers investors unique exposure to both the long-term appreciation of Bitcoin and the emerging revenue potential of Lightning-based payment technology.
For further information:
Ashley Garnot, President/Director
Phone: 1.604.669.0912
Email: ashley@lqwdtech.com
Website: www.lqwdtech.com
X: @LQWDTech
Forward-Looking Statements
This news release contains certain "forward-looking statements". All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements reflect the current expectations and beliefs of the Company based on information currently available to the Company. Such forward-looking statements include statements relating to the Offering, including the completion and anticipated timing for completion of the Offering, the potential size of the Offering, the Company's intended use of the net proceeds of the Offering, the receipt of all necessary regulatory approvals, including the approvals of the TSXV, and the Company's development and growth plans. Any such forward-looking information may be identified by words such as "anticipate", "proposed", "estimates", "would", "expects", "intends", "plans", "may", "will", and similar expressions. Forward-looking statements are subject to significant risks and uncertainties and other factors that could cause the actual results to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company.
Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
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.
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/257222
SOURCE: LQWD Technologies Corp.
