VANCOUVER, BC, Nov. 23, 2020 /CNW/ - Interlapse Technologies
Corp. (TSXV: INLA) (OTCQB: INLAF) ("Interlapse" or the
"Company") announces that it has entered into a share
exchange agreement dated November 23,
2020 (the "Share Exchange Agreement") with LQwD
Financial Corp. ("LQWD"), pursuant to which, Interlapse will
acquire 100% of the issued and outstanding shares of LQWD from its
security holders in exchange for common shares of Interlapse (an
"Interlapse Share") having an aggregate deemed value of
approximately $6.6 million (on a
fully diluted basis) (the "Transaction").
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 British Columbia, is a
decentralized finance company creating enterprise grade
infrastructure and institutional liquidity for the Lightning
Network.
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
San Francisco, a key hub for the
Lightning Network.
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 $0.25 per share (based on the current number of
outstanding LQWD Shares). In addition, LQWD's outstanding
milestone-based performance warrants exercisable to acquire up to
4,000,000 LQWD Shares at a price of $0.15 per share until January 2, 2025, upon closing of the Transaction,
will be automatically adjusted to be exercisable into Interlapse
Shares on a one-to-one basis.
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 $0.35 per
share until May 28, 2024 and
July 24, 2024, respectively, and
4,904,212 warrants outstanding entitling holders to acquire up to
4,904,212 common shares at a price of $0.20 per share until May 2, 2022 and
620,000 performance based shares which may be issued pursuant to a
share purchase and development agreement dated August 28, 2018, and subsequent amendments,
between Interlapse, Skyrun Technology Corp., Wayne Chen and Rodney
Hsu.
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 $3.0 million (the "Concurrent Financing"),
and the approval of the TSX-V and other applicable regulatory
authorities.
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 Shone Anstey, Founder and
CEO, Dean Sutton, President,
Kim Evans, CFO, and Albert Szmigielski, CTO. The Company does not
expect any new control persons to be created in the Resulting
Issuer as a result of the Transaction.
At June 30, 2020, LQWD had total
assets of $42,106, liabilities of
$23,595, had experienced losses and
negative cash flows from operations since inception, and has a
deficit of $106,069 (December 31, 2019 - $309,597). LQWD's June 30,
2020 financial statements are unaudited. LQWD's assets
are located in Canada.
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 Anstey – Chairman and Chief Executive Officer
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. Mr. Anstey is a
Certified Bitcoin Professional as well as a Certified
Cryptocurrency Investigator.
Shone is also a Director and Founder of Blockchain Intelligence
Group (CSE: BIGG) and was responsible for that company's core
products (namely QLUETM, BitRank Verified®,
and its global network), and for bringing the team together in
2015. These tools are used to mitigate the risk associated with
cryptocurrency and are currently utilized by US Federal law
enforcement in Washington DC,
along with cryptocurrency companies globally. During his time
leading Blockchain Intelligence Group, Mr. Anstey oversaw its
go-public transaction in late 2017, capital raises of an aggregate
$23.2 million, and the ~$3 million strategic acquisition of Netcoins in
August 2019.
Dean Sutton – President and
Director
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 Canada and the US, is a director of Blockchain
Canada, a member of the Forbes Tech Council, and a co-founder of
Atlas One Digital Securities, a Canadian digital investment
bank.
Barry MacNeil – Chief
Financial Officer
Barry is a member of the Chartered Professional Accountants of
British Columbia with more than 30
years of management and accounting experience in public company,
private practice, and industry. His previous positions include
Director of Public Companies and Non-Profit Societies, Chief
Financial Officer, Corporate Controller and Accountant.
Albert Szmigielski – Chief
Technical Officer
Albert is a technologist, computer scientist, and a blockchain
and digital currency expert. Albert holds a B.Sc. in Computing
Science from Simon Fraser University,
and a Master of Science in Digital Currencies and Blockchain
Technologies from the University of Nicosia, Cyprus. Albert discovered Bitcoin in
2011 and became fascinated with the technology, deciding to turn
his career towards this exciting space. Mr. Szmigielski was
formerly the Head of Research and Chief Blockchain Engineer at
Blockchain Intelligence Group and VP Research at CipherTrace.
Currently Albert is working on bringing DeFi solutions to Bitcoin's
Lightning Network.
Giuseppe (Pino) Perone –
Corporate Secretary and Director
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
University of Victoria and an LL.B.
from the University of Alberta and has
been a member in good standing of the Law Society of British Columbia since
2006. Pino will serve as the Company's interim CEO until
completion of the Transaction.
Kim Evans – Independent
Director
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 Garnot – Independent
Director
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.
Mrs. Garnot holds a Canadian Securities Course Certificate from the
Canadian Securities Institute and a Property Management and Real
Estate Trading Services diploma from the Sauder School of Business
(Real Estate Division).
Name Change
Upon completion of the Transaction, the Resulting Issuer will
change its name to "LQwD FinTech Corp." or another name selected by
LQWD.
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 $0.25 per
Subscription Receipt on a non-brokered basis for gross proceeds of
a minimum of $3,000,000. Each
Subscription Receipt will automatically convert on the completion
of the Transaction into Interlapse Shares (of the Resulting Issuer)
without any further consideration on the part of the purchaser. The
proceeds from the Concurrent Financing will be held in escrow
pending completion of the Transaction whereupon the Interlapse
Shares shall be issued to the purchasers and the net proceeds of
the Concurrent Financing will be paid to the Resulting Issuer. The
Company may pay finders' fees in connection with the Concurrent
Financing. Further details concerning the Concurrent Financing will
be announced by way of press release once determined.
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 Interlapse Technologies Corp.
Interlapse Technologies Corp. is a financial technology
applications company accelerating the global mega-trend of virtual
currency adoption. Our signature product, Coincurve.com, enables a
simple, safe way to buy, sell and spend virtual currency.
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 TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed Transaction and has neither approved nor
disapproved the contents of this news release.
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 Interlapse Technologies Corp.
