LQWD Announces Non-Brokered Private Placement

Rhea-AI Summary

LQWD (OTCQX: LQWDF) intends a non-brokered private placement of up to 2,000,000 units at C$1.00 per unit for aggregate gross proceeds of up to C$2,000,000. Each unit includes one common share and one warrant exercisable into one common share at C$1.25 for 24 months. Shares and warrants will be subject to a 4-month hold period. The company may accelerate warrant expiry if the 10-day VWAP on the TSXV is ≥ C$2.00. Net proceeds are earmarked for additional Bitcoin purchases and deployment across LQWD's Lightning Network global infrastructure, plus general working capital. Closing is subject to regulatory approvals, including TSXV acceptance, and insiders are expected to participate; a finder’s fee may be payable.

Positive

• Raises up to C$2.0M to fund Bitcoin purchases
• Proceeds targeted to expand Lightning Network infrastructure
• Insiders expected to participate, indicating potential management alignment

Negative

• Issuance of up to 2,000,000 shares will dilute existing shareholders
• Warrants exercisable into 2,000,000 additional shares could cause further dilution
• Warrant acceleration tied to C$2.00 VWAP may force earlier dilution

Vancouver, British Columbia--(Newsfile Corp. - December 15, 2025) - LQWD Technologies Corp. (TSXV: LQWD) (OTCQX: LQWDF) ("LQWD" or the "Company") announces that it intends to complete a non-brokered private placement of up to 2,000,000 units of the Company ("Units") at a price of C$1.00 per Unit for aggregate gross proceeds of up to C$2,000,000 (the "Private Placement").

Each Unit will consist 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 across LQWD's Lightning Network global infrastructure, and general working capital purposes.

Completion of the Private Placement is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including acceptance of the TSXV. It is anticipated that existing shareholders, directors, and management will be participating in this Private Placement. In connection with the Private Placement, the Company may pay a finder's fee on the applicable portion of the Private Placement.

About LQWD Technologies Corp.

LQWD is a Canadian-domiciled public company with offices in Vancouver, Canada, and Lugano, Switzerland. The Company is audited and publicly traded on the TSXV under the symbol LQWD, and on the OTCQX Market in the United States under the symbol LQWDF. The Company is advancing Bitcoin adoption through the Lightning Network, a second-layer solution that enables instant, low-cost transactions at mass scale. As one of the first public companies dedicated to Lightning infrastructure, LQWD operates a network of enterprise-grade nodes designed to earn transaction fees and support network liquidity.

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 Private Placement. 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/278120

FAQ

What is the size and price of LQWD's December 15, 2025 private placement (LQWDF)?

Up to 2,000,000 units at C$1.00 per unit for gross proceeds up to C$2.0M.

What does each LQWD unit include and what are the warrant terms?

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

How will LQWD use the net proceeds from the private placement?

Net proceeds will fund additional Bitcoin purchases, Lightning Network infrastructure deployment, and general working capital.

When do new LQWD shares and warrants become tradable after the private placement?

Shares and warrants are subject to a 4-month hold period before becoming free trading.

Can LQWD shorten the warrant life and under what condition?

Yes — the company may accelerate warrants if the 10-day TSXV VWAP is ≥ C$2.00, giving at least 10 days' notice.

Is closing of LQWD's private placement conditional on approvals?

Yes — completion is subject to customary conditions, including TSXV acceptance and other regulatory approvals.