LQWD Technologies closes $2-million private placement

Executive Summary

• LQWD Technologies Corp. has closed a non-brokered private placement raising gross proceeds of $2 million.
• The company issued 2 million units at $1.00 per unit, with each unit comprising one common share and one common share purchase warrant.
• Net proceeds are designated for additional Bitcoin purchases to be deployed on the Lightning Network to generate yield, as well as for general working capital.

Key Details

• Transaction Structure: Non-brokered private placement.
• Gross Proceeds: $2,000,000.
• Units Issued: 2,000,000 units.
• Price Per Unit: $1.00.
• Warrant Terms: Each unit includes one common share purchase warrant. Warrants are exercisable into one common share at an exercise price of $1.25 per share.
• Warrant Expiry: 24 months following the closing date.
• Acceleration Clause: If the volume weighted average trading price on the TSX Venture Exchange is $\ge$ $2.00 for 10 consecutive trading days, the company may accelerate warrant expiry with at least 10 days' notice.
• Hold Period: Shares and warrants are subject to a four-month hold period before becoming free trading.
• Use of Proceeds: Additional Bitcoin purchases (deployed on the Lightning Network for yield generation and treasury strategy) and general working capital.
• Finder's Fees: Aggregate legacy finder's fee of $35,000 in cash and $450 in administrative fees paid to various finders.
• Regulatory Status: Subject to final approval from the TSX Venture Exchange.
• Related Party Transaction: Matthew Whitcomb (VP of Capital Markets and Corporate Development) purchased 10,000 units for $10,000. The transaction is exempt from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101 as the participation value does not exceed 25% of the company's market capitalization.