LQwD Fintech Corp. Closes Upsized Non-Brokered Private Placement

VANCOUVER, BC, June 8, 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 $750,000, which has been upsized to $882,000 (the "Private Placement"), originally announced on May 2, 2023.

Under the Private Placement, LQwD has issued an aggregate of 1,356,846 units of the Company (each a "Unit") at a price of $0.65 per Unit for aggregate gross proceeds of $882,000. 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 24 months following the closing date of the Private Placement, with each warrant being subject to acceleration in certain circumstances. If the 10 day volume-weighted average trading price of the common shares is greater than $1.25, then the Company may provide notice in writing to the holders of the warrants that the expiry date of the warrants will be accelerated in whole or in part, which is at the sole discretion of the Company's board of directors.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 October 9 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.

In connection with the Private Placement, the Company paid a cash finder's fee in the amount of $2,275, which was equal to 5% of the gross proceeds raised by purchasers introduced by such finder.

Shone Anstey is an insider of the Company, as CEO and a director of the Company, and holds 10.09% of the common shares of the Company on a partially diluted basis.

Mr. Anstey participated in the Private Placement by purchasing 153,846 Units for an aggregate subscription price of $100,000, 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. Anstey'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.

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.