Upon completion of this arm's length transaction, LQWD will become a wholly owned subsidiary of Interlapse.
LQWD, a private company incorporated under the laws of the Province of
The Lightning Network is a solution to scaling the usage of Bitcoin, dramatically improving upon the fees, as well as the instant settlement times, on the main Bitcoin blockchain.
LQWD has been developing a Lightning Network platform that enables the setup of payment channels as a service — combined with a liquidity pool — to allow users to stake Bitcoin on the Lightning Network and earn interest. LQWD anticipates launching beta testing in early 2021, and will soon be seeking beta testers. In addition, post-Transaction, LQWD plans to establish a business presence in
The Lightning Network
The Lightning Network is a second-layer protocol, sitting above the Bitcoin layer, intended to facilitate quicker transactions and offer a solution to the Bitcoin blockchain layer's rising transaction fees and slow transaction processing times. It potentially solves Bitcoin's scalability problem, increasing the viability of Bitcoin's mass adoption and use as a medium of daily exchange.
The Lightning Network is made up of a network of micropayment channels built on top of the Bitcoin blockchain, and is capable of millions to billions of transactions per second across the network. The Lightning Network makes attaching payment per action/click possible without the use of custodians.
Transaction Summary
Pursuant to the Share Exchange Agreement, subject to satisfaction of certain conditions, including the approval of the shareholders of Interlapse (the "Interlapse Shareholders") and the TSX Venture Exchange (the "TSX-V"), Interlapse will acquire all of the outstanding shares of LQWD (the "LQWD Shares") by way of a share exchange, whereby shareholders of LQWD will receive one (1) Interlapse Share for every one (1) LQWD Share held, which would result in the issuance of an aggregate of 22,400,001 Interlapse Shares at a deemed price of
These Interlapse Shares to be issued to the LQWD securityholders under the Transaction will be subject to restrictions on resale, including escrow restrictions imposed by applicable securities laws and the TSX-V.
Upon completion of the Transaction, LQWD will become a wholly owned subsidiary of Interlapse and the securityholders of LQWD will become securityholders of the Company (the Company hereafter to be referred to as the "Resulting Issuer").
Interlapse currently has 30,683,189 Interlapse Shares issued and outstanding, as well as 910,000 outstanding stock options which entitle the holders to acquire up to 910,000 Interlapse Shares exercisable at a price of
Following the completion of the Transaction (based on the outstanding share capital of each of Interlapse and LQWD as of the date hereof), approximately 54,083,190 common shares of the Resulting Issuer would be issued and outstanding (on a non-diluted basis prior to the completion of any financing completed concurrently with the Transaction).
Interlapse Shareholders will hold common shares representing approximately 53.75% of the outstanding common shares of the Resulting Issuer following the completion of the Transaction, on a non-diluted basis prior to the completion of any financing.
The Transaction is subject to a number of terms and conditions, including Interlapse Shareholder approval, the completion of a concurrent financing generating minimum proceeds of
The parties intend that the Resulting Issuer will continue to be listed on the TSX-V as a Tier 2 technology issuer following completion of the Transaction. Trading in the Interlapse Shares will remain halted pending the satisfaction of all applicable requirements of the TSX-V. There can be no assurance that trading in the Interlapse Shares will resume prior to the completion of the Transaction.
The Transaction is an "Arm's Length Transaction" within the meaning of the policies of the TSX-V.
Further details concerning the Transaction, LQWD (including additional financial information and information regarding the assets of LQWD) and other matters will be contained in the management information circular of Interlapse (see "Shareholder Approval" below).
Information Concerning LQWD
LQWD currently has 16 shareholders. Significant shareholders of LQWD who will become insiders of the Resulting Issuer following the completion of the Transaction include
At
Management and Board of Directors of Resulting Issuer
Upon completion of the Transaction, it is anticipated that the following individuals will be appointed as directors and officers of the Resulting Issuer.
Shone brings 20 years of experience in building complex technologies and software primarily within data analytics, big data, cryptocurrency, and compliance. He has been engaged with cryptocurrency since 2012, and has acted as technology lead for an industrial Bitcoin mining and Bitcoin mining pool.
Shone is also a Director and Founder of
Dean is a technology founder, venture builder and investor with over a decade of experience leading technology-centric companies from inception through financing and commercialization. An active participant in the fintech, blockchain and digital currency ecosystem, he is an advisor to fintechs in
Barry is a member of the Chartered Professional Accountants of
Albert is a technologist, computer scientist, and a blockchain and digital currency expert. Albert holds a
Pino is a founding director of Interlapse. He is a lawyer by background and has extensive corporate experience that stems from practicing as corporate counsel, as well as serving as an executive and director for various public and private companies in the resource and technology sectors. Pino holds a B.A. from the
Kim is a Certified Public Accountant with extensive experience in the corporate securities industry and the junior mining and technology sectors. She has over 20 years of experience as a Director and/or Officer of a number of public companies listed on the TSX-V.
Ashley is a founding Director of Interlapse. She is a management consultant for public and private companies in the resource and technology sectors, with experience in both the branding and real estate industries. She has deep expertise managing marketing programs, corporate development, accounting and financial matters.
Name Change
Upon completion of the Transaction, the Resulting Issuer will change its name to "
Concurrent Financing
Pursuant to the Share Exchange Agreement, it is a condition of closing of the Transaction that the Company complete the Concurrent Financing. The Company will offer a minimum of 12,000,000 subscription receipts (the "Subscription Receipts") at a minimum price of
Sponsorship
The Transaction is subject to the sponsorship requirements of the TSX-V, unless an exemption or waiver from those requirements is granted by the TSX-V. The Company intends to apply for a waiver from the sponsorship requirements; however, there can be no assurance that a waiver will be obtained. If a waiver from the sponsorship requirements is not obtained, a sponsor will be identified at a later date. An agreement to act as sponsor in respect of the Transaction should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of its completion.
Shareholder Approval
The Transaction, if completed, will constitute a Reverse Takeover (as such term is defined under the policies of the TSX-V) and is subject to, among other things, Interlapse Shareholder approval. The terms and conditions of the Transaction will be summarized in the Company's management information circular, which is expected to be filed and mailed to Interlapse Shareholders in December of 2020 and will be available under the Company's profile on SEDAR at www.sedar.com. Copies of the Share Exchange Agreement and certain related documents will be filed with Canadian securities regulators and will also be available on SEDAR.
About
To learn more, visit www.interlapse.com.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Interlapse should be considered highly speculative.
The
Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the Transaction, the Concurrent Financing and associated transactions, including statements regarding the terms and conditions of such transactions, the requisite Interlapse Shareholder approval, the continued listing of the Resulting Issuer on the TSX-V, the directors and officers of the Resulting Issuer, the anticipated benefit of the Lightning Network and the intention to apply for a waiver from the sponsorship requirements of the TSX-V. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs regarding future events of management of Interlapse and LQWD (the "Companies"). This information and these statements, referred to herein as "forward–looking statements", are not historical facts, are made as of the date of this press release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the completion of the Transaction and the Concurrent Financing. These forward–looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. Important factors that may cause actual results to vary include without limitation, risks relating to the finalization of the terms of the Concurrent Financing; risks associated with any delays or difficulties encountered in respect of the Transaction and Concurrent Financing; the timing and receipt of certain approvals, including approval from the TSX-V or the Interlapse Shareholders; risks and uncertainties related to the Transaction not being completed in the event that the conditions precedent thereto are not satisfied; delays in the receipt of requisite approvals and changes in general economic conditions or conditions in the financial markets. In making the forward–looking statements in this press release, the Companies have applied several material assumptions, including without limitation: (1) the successful completion of the Concurrent Financing; and (2) the receipt of necessary consents and approvals and satisfaction of all conditions precedent for the completion of the Transaction and Concurrent Financing in a timely manner. Neither Interlapse nor LQWD assumes any obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements, unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in Interlapse's filings with the Canadian securities regulators, which filings are available at www.sedar.com.
SOURCE
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