Vancouver, British Columbia--(Newsfile Corp. - July 14, 2025) - LUXXFOLIO Holdings Inc. (CSE: LUXX) (OTCQB: LUXFD) (FSE: LUH0) (the "Company" or "Luxxfolio") is pleased to announce it has closed its previously announced non-brokered private placement of units in the capital of the Company (the "Units") for gross proceeds of $2,500,000 through the issuance of 10,000,000 Units at a price of $0.25 per Unit (the "Financing").
Each Unit consists of one (1) common share of the Company (each, a "Share") and one-half (1/2) of one Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase an additional Share (each, a "Warrant Share") at an exercise price of $0.50 per Warrant Share for a period of 24 months from the closing of the Offering (the "Closing"); provided that the expiry of the Warrants can be accelerated if the closing price of the Company's common shares on the Canadian Securities Exchange is $0.60 or greater for a minimum of ten consecutive trading days, and a notice of acceleration is provided in accordance with the terms of the Warrants.
The Company paid $142,569 in cash finder's fees and issued 570,276 share purchase warrants (the "Finder's Warrants") in connection with the Offering in accordance with applicable securities laws and the policies of the Canadian Securities Exchange. Completion of the Offering is subject to customary conditions and the receipt of all necessary approvals. The Finder's Warrants entitle the holder to purchase one Share at a price of $0.50 for a period of 24 months from the date of issuance. The Finder's Warrants are also subject to the same acceleration terms as the Warrants.
"We are thrilled to announce the successful closing of this $2.5 million private placement, a clear signal of strong investor confidence in Luxxfolio's vision for Litecoin-powered commerce," said Tomek Antoniak, CEO of Luxxfolio. "This funding comes at a strategically opportune moment amid an unprecedented surge in digital asset values. It will accelerate the execution of our Litecoin treasury strategy and stablecoin infrastructure, empowering us to advance the mainstream adoption of fast, efficient, and decentralized payments. We remain deeply committed to building robust on-chain technologies that bridge blockchain innovation with real-world utility."
In connection with the Financing, an insider of the Company subscribed for 50,000 Units at $0.25 for aggregate gross proceeds of $10,000.
Each subscription under the Financing by an insider is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company did not file a material change report more than 21 days before the expected closing date of the Financing as the details of the Financing and the participation therein by the insiders were not settled until shortly prior to the closing of the Offering, and the Company wished to close the Financing on an expedited basis for sound business reasons. The Company relied on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(b) of MI 61-101 as the Company is not listed or quoted on a "specified market" (as defined in MI 61-101). Additionally, the Company is exempt from the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves the insiders, was not more than, and from the minority shareholder approval requirements of MI 61-101 by virtue of section 5.7(a) of MI 61-101, given the fair market value of the Insider Subscription did not exceed 25% of the Company's market capitalization.
The Company intends to use the net proceeds of the Offering for general working capital and development of its Litecoin and stablecoin projects.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. 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 U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About LUXXFOLIO Holdings Inc.
Luxxfolio is a digital infrastructure and technology company focused on enabling the next generation of crypto-powered commerce. The Company is actively developing and investing in on-chain technologies that support real-world cryptocurrency use cases, including stablecoin payments, merchant processing, and self-custody wallets. Luxxfolio has adopted a Litecoin treasury strategy as part of its long-term vision. With a foundation in decentralized systems and digital assets, Luxxfolio aims to help accelerate the mainstream adoption of crypto for everyday payments.
Contact Information:
For more information, please contact:
Tomek Antoniak, CEO
Tel: (833) 928-8883
Email: tomek@luxxfolio.com
www.luxxfolio.com
This news release contains forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including, without limitation, statements regarding the Offering and the use of proceeds thereof, the Company's anticipated business development and the results thereof, future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, are "forward-looking statements". Forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward looking statements. Such risks and uncertainties include, among others, the Company's limited operating history and lack of historical profits; risks related to the Company's business and financial position; fluctuations in the market price of the Company's common shares; that the Company may not be able to accurately predict its rate of growth and profitability; the Company's requirements for additional financing, and the effect of capital market conditions and other factors on capital availability; competition, including from more established or better financed competitors; and the need to secure and maintain corporate alliances and partnerships. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. Although the Company has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. The Company has no intention to update any forward-looking statement, even if new information becomes available as a result of future events, new information or for any other reason, except as required by law.
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SOURCE: Luxxfolio Holdings Inc.
