VANCOUVER, BC, April 26,
2023 /CNW/ - LQwD Fintech Corp. (TSXV: LQWD) (OTC:
LQWDF) is pleased to announce that it has closed its previously
announced non-brokered private placement financing of $300,000 (the "Private Placement"), originally
announced on April 5, 2022.
Under the Private Placement, LQwD has issued an aggregate of
468,750 units of the Company (each a "Unit") at a price of
$0.64 per Unit for aggregate gross
proceeds of $300,000. Each Unit is
comprised of 1 common share of the Company and 1 common share
purchase warrant, with each warrant being exercisable for 1 common
share at an exercise price of $0.85
per common share at any time up to 36 months following the closing
date of the Private Placement. The common shares and warrants
issued pursuant to the Private Placement, as well as the common
shares issuable upon exercise of the warrants, if any, are subject
to a statutory hold period of 4 months and a day ending on
August 27, 2023, in accordance with
applicable securities law.
The net proceeds from the Private Placement will be used, but
are not limited to, continuing to expand LQwD's Lightning Network
business and general working capital purposes.
The Company did not pay finder's fees in connection with the
Private Placement.
Alex Guidi is an insider of the
Company, as a non-executive director of the Company, and holds
9.34% of the Common Shares of the Company on a partially diluted
basis.
Mr. Guidi participated in the Private Placement by purchasing
468,750 Units for an aggregate subscription price of $300,000, and, accordingly, 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 Mr. Guidi'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.
Website: www.lqwdfintech.com
Twitter: @LQWDFintech
Forward-Looking
Statements
This press release contains "forward-looking information"
within the meaning of applicable securities laws relating to the
Company's business plans and the outlook of the Company's industry.
Although the Company believes, considering 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 press 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 TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy the Units, nor shall there be
any sale of the Units in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
The Units being offered will not be, and have not been, registered
under the United States Securities Act of 1933, as amended, and may
not be offered or sold within the United
States or to, or for the account or benefit of, a U.S.
person.
SOURCE LQwD FinTech Corp.
