/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Oct. 20, 2021 /CNW/ - Lightning Network
focused company, LQwD FinTech Corp. (TSXV: LQWD) (OTC: LQWDF)
("LQwD" or the "Company") is pleased to announce that it is
commencing a marketed offering (the "Offering") of units (the
"Units") of the Company. Each Unit will consist of one common
share (a "Common Share") and one-half of one common share purchase
warrant of the Company (each whole such warrant, a "Warrant"), with
each Warrant being exercisable to acquire one additional common
share of the Company (a "Warrant Share"). The Offering is being
conducted by a syndicate of underwriters (the "Underwriters") led
by Canaccord Genuity Corp. as lead underwriter.
The Offering is expected to be priced in the context of the
market, with the final terms of the Offering to be determined at
the time of pricing. There can be no assurance as to whether or
when the Offering may be completed, or as to the actual size or
terms of the Offering. The closing of the Offering will be subject
to market and other customary conditions, including approval of
the TSX Venture Exchange (the "TSXV").
The Company has granted the underwriters an option (the
"Over-Allotment Option"), exercisable at any time for a period of
30 days after and including the closing of the Offering, to
purchase up to an additional 15% of the Units sold pursuant to the
Offering on the same terms and conditions of the Offering.
The Over-Allotment Option may be exercisable to acquire Units,
Common Shares and/or Warrants (or any combination thereof) at the
discretion of the underwriters.
The Units will be offered in each of the provinces and
territories of Canada, other than
Québec, pursuant to a prospectus supplement to the Company's short
form base shelf prospectus dated September
15, 2021 (the "Prospectus") and in the United States on a private placement basis
to "accredited investors" meeting one or more of the criteria in
Rule 501(a) of Regulation D under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act") and to
"Qualified Institutional Buyers" pursuant to the registration
exemptions provided by Rule 144A of the U.S. Securities
Act.
The net proceeds from the Offering will be used for general
corporate and working capital purposes.
In consideration for their services, the Company will pay the
Underwriters a cash fee equal to 7.0% of the aggregate gross
proceeds of the Offering. The Underwriters will also be granted
such number of compensation warrants (each, a "Compensation
Warrant") as is equal to 7.0% of the aggregate number of Units
issued pursuant to the Offering. Each Compensation Warrant will be
exercisable to acquire one common share of the Company (a
"Compensation Warrant Share") at an exercise price equal to the
issue price of the Units (the "Offering Price") for a period of 24
months from the closing of the Offering, subject to adjustment in
certain events. The Company is entitled to designate certain
subscribers to be included in the Offering (the "President's
List"). The cash fee and Compensation Warrants payable for
President's List orders will be reduced to 3.5% and 3.5%
respectively.
The Company has applied to list the Common Shares, Warrant
Shares and Compensation Warrant Shares issuable pursuant to the
Offering on the TSXV. Copies of the Prospectus, following filing
thereof, can be obtained on SEDAR at www.sedar.com and from
Canaccord Genuity Corp., 2100, 609 Granville St, Vancouver BC V7Y 1H2. The Prospectus contains
important detailed information about the Company and the proposed
Offering. Prospective investors should read the Prospectus and the
other documents the Company has filed on SEDAR at
www.sedar.com before making an investment decision.
No securities regulatory authority has either approved or
disapproved of the contents of this press release. The Units,
Common Shares, Warrants and Warrant Shares have not been and will
not be registered under the U.S. Securities Act or any state
securities laws. Accordingly, the securities described herein may
not be offered or sold within the "United
States" or to, or for the account or benefit of, a person in
the "United States" or a "U.S.
person" (as such terms are defined in Regulation S under the U.S.
Securities Act) unless registered under the U.S. Securities Act and
applicable state securities laws or pursuant to exemptions from the
those registration requirements. This news release does not
constitute an offer to sell or a solicitation of an offer to buy
any securities of LQwD in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About LQwD
LQwD is a Lightning Network Service Provider (LSP) focused
company developing payment infrastructure and solutions. The
Company's mission is to develop institutional grade services that
support the Lightning Network and drive improved functionality,
transaction capability, user adoption and utility and scaling
Bitcoin. LQwD also holds Bitcoin as an operating asset establishing
nodes and payment channels across the Lightning Network.
Forward-Looking Statements
This news release contains "forward-looking information"
within the meaning of applicable securities laws. All statements,
other than of historical fact, that address activities, events or
developments that the Company believes, expects or anticipates will
or may occur in the future (including, without limitation,
statements regarding to the Offering generally, the terms thereof,
the use of the net proceeds thereof, the exercise of the
Over-Allotment Option and the satisfaction of the conditions of the
closing of the Offering, including the receipt, in a timely manner,
of required approvals) are forward-looking statements.
Forward-looking statements are generally identifiable by use of the
words "may", "will", "should", "continue", "expect", "anticipate",
"estimate", "believe", "intend", "plan" or "project" or the
negative of these words or other variations on these words or
comparable terminology. Forward-looking statements are subject to a
number of risks and uncertainties, many of which are disclosed in
the Company's public disclosure record on file with the relevant
securities regulatory authorities, many of which are beyond the
Company's ability to control or predict, that may cause the actual
results of the Company to differ materially from those discussed in
the forward-looking statements. Although the Company believes, in
light of 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 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 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.
SOURCE LQwD FinTech Corp.