LQWD Announces Closing of Non-Brokered Private Placement

Rhea-AI Summary

LQWD (OTCQX:LQWDF) closed a non-brokered private placement on January 20, 2026, raising C$2,000,000 by issuing 2,000,000 units at C$1.00 each. Each unit includes one common share and one warrant exercisable at C$1.25 for 24 months. Shares and warrants are subject to a 4-month hold. The company may accelerate warrant expiry if the VWAP on the TSXV is ≥C$2.00 for 10 consecutive trading days, with at least 10 days' notice.

Net proceeds will be used for additional Bitcoin purchases to deploy on the Lightning Network for yield and for general working capital. The company paid finder's fees of C$35,000 plus $450 in administrative fees. VP of Capital Markets Matthew Whitcomb subscribed for 10,000 units (C$10,000); the participation is a related party transaction exempt from MI 61-101 valuation and minority approval. The financing remains subject to final TSX-V approval.

Positive

• Raised C$2,000,000 via 2,000,000 units
• Proceeds allocated to Bitcoin purchases to generate yield on the Lightning Network
• Warrants at C$1.25 provide potential future capital if exercised

Negative

• Issue of 2,000,000 new shares plus warrants may cause share dilution
• Finder's fees of C$35,000 and administrative fees reduce net proceeds
• Related party participation by VP Matthew Whitcomb (10,000 units) is a disclosed related party transaction

News Market Reaction

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On the day this news was published, LQWDF declined NaN%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Vancouver, British Columbia--(Newsfile Corp. - January 20, 2026) - LQWD Technologies Corp. (TSXV: LQWD) (OTCQX: LQWDF) ("LQWD" or the "Company") is pleased to announce that it has closed its previously announced non-brokered private placement financing of C$2,000,000 (the "Private Placement").

Under the Private Placement, the Company issued an aggregate of 2,000,000 units of the Company ("Units") at a price of C$1.00 per Unit to raise gross proceeds of C$2,000,000. Each Unit consists of one common share of the Company and one common share purchase warrant. Each warrant is exercisable into one common share at an exercise price of C$1.25 per share at any time up to 24 months following the closing date of the Private Placement. The shares and warrants from the Private Placement are subject to a 4 month hold period before becoming free trading.

If the volume weighted average trading price of the common shares on the TSX Venture Exchange ("TSXV") is equal to or greater than C$2.00 for a period of 10 consecutive trading days, the Company will have the right to accelerate the expiry date of the warrants by giving written notice that the warrants will expire on the date that is not less than 10 days from the date notice is provided by the Company to the warrant holder.

The net proceeds from the Private Placement will be used for additional Bitcoin purchases, which the Company intends to deploy on the Lightning Network to generate yield and strengthen its ongoing treasury strategy, and general working capital purposes.

In connection with the Private Placement, the Company paid an aggregate legacy finder's fee of C$35,000 in cash and $450.00 in administrative fees to various finders. The Private Placement is subject to final approval from the TSX-V.

Matthew Whitcomb, LQWD's VP of Capital Markets and Corporate Development, participated in the Private Placement by purchasing 10,000 Units for an aggregate subscription price of C$10,000, 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. Whitcomb'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.

About LQWD Technologies Corp.

LQWD Technologies Corp. is a Canadian-domiciled reporting public company with offices in Vancouver, Canada, and Lugano, Switzerland. The Company has approximately 31.9 million shares outstanding, and 42.7 million shares fully diluted and maintains a strong balance sheet with no outstanding debt, convertible bonds, or debentures.

The Company's shares trade in Canada on the TSX Venture Exchange under the symbol LQWD, and on the OTCQX Market in the United States under the symbol LQWDF.

LQWD is advancing Bitcoin adoption through the Lightning Network, a second-layer solution that enables instant, low-cost transactions at global scale. As one of the first companies dedicated to building, launching, and expanding core Lightning Network infrastructure, LQWD operates a network of enterprise-grade nodes and network liquidity which earn transaction fees.

With a strategic Bitcoin holding and infrastructure positioned for effectively unlimited scalability, LQWD offers investors unique exposure to both the potential long-term appreciation of Bitcoin and the emergence of Lightning-based payment technology.

For more information, please visit LQWD's website and connect with the Company's Lightning Network nodes in real time.

For further information:

Ashley Garnot, President/Director
Phone: 1.604.669.0912
Email: ashley@lqwdtech.com
Website: www.lqwdtech.com
X: @LQWDTech

Forward-Looking Statements

This 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 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.

This 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/280962

FAQ

How much did LQWD (LQWDF) raise in the January 20, 2026 private placement?

LQWD raised C$2,000,000 by issuing 2,000,000 units at C$1.00 per unit.

What does each unit include in LQWD's C$2M private placement?

Each unit includes one common share and one warrant exercisable at C$1.25 for 24 months.

How will LQWD use the net proceeds from the private placement (LQWDF)?

Net proceeds will be used for additional Bitcoin purchases to deploy on the Lightning Network for yield and for general working capital.

Are the shares and warrants from LQWD's private placement immediately tradable?

No. The shares and warrants are subject to a 4-month hold period before becoming free trading.

Can LQWD accelerate the warrants issued in the private placement?

Yes. If the TSXV VWAP is ≥C$2.00 for 10 consecutive trading days, the company may accelerate warrant expiry with at least 10 days' notice.

Did any related parties participate in LQWD's private placement (LQWDF)?

Yes. VP Matthew Whitcomb purchased 10,000 units for C$10,000; the company says this participation is exempt from MI 61-101 formal valuation and minority approval.