/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S.
NEWSWIRES/
VANCOUVER, BC, Dec. 14, 2020 /CNW/ - Interlapse Technologies
Corp. (TSXV: INLA) (OTCQB: INLAF) ("Interlapse" or the
"Company") is pleased to announce details of the meeting of
shareholders to be held to consider the proposed acquisition of
100% of the issued and outstanding shares of LQwD Financial Corp.
(the "Transaction") as well as additional updates regarding
the concurrent financing to be completed in connection therewith
(the "Concurrent Financing").
Interlapse has set the annual general and extraordinary meeting
of shareholders of Interlapse to take place on February 8, 2021, with a record date of
December 22, 2020. The filing and
mailing of the management information circular in respect of the
meeting is expected to take place in mid-January. Additional
information concerning the Transaction will be contained in the
information circular and will be available under the Company's
profile at www.sedar.com.
As disclosed in the Company's news release dated November 23, 2020, the Transaction is subject to
a number of terms and conditions, including Interlapse shareholder
approval and completion of the Concurrent Financing.
The Concurrent Financing will consist of a non-brokered private
placement offering of a minimum of 12,000,000 subscription receipts
(the "Subscription Receipts") up to a maximum of 20,000,000
Subscription Receipts for minimum gross proceeds of C$3,000,000 and maximum gross proceeds of
C$5,000,000. Each Subscription
Receipt entitles the holder thereof to receive, upon satisfaction
of the escrow release conditions (which will include, among other
things, the closing of the Transaction) on or before the escrow
release deadline, and without payment of additional consideration
therefor one common share in the capital of the Company following
completion of the Transaction (the "Resulting Issuer") and
one-half of a common share purchase warrant. Each whole warrant
will entitle the holder to purchase one additional common share of
the Resulting Issuer at a price of C$0.40 per share for a period of 12 months from
the date of conversion of the Subscription Receipts. In the event
that the volume-weighted trading price of the shares on the TSX
Venture Exchange (the "TSXV") is C$0.60 or greater for a period of 10 consecutive
trading days, the Company may, at its option, accelerate the
warrant expiry date by issuing a press release.
Should the escrow release conditions not be satisfied by the
escrow release deadline, the Subscription Receipts will be
cancelled, and all proceeds from the sale of Subscription Receipts
will be returned to subscribers. The Company's transfer agent is
expected to act as the subscription receipt agent in respect of the
Subscription Receipts. The Subscription Receipts and the securities
into which they are convertible, will bear a hold period of four
months and a day from the closing of the Concurrent Financing.
The Company may pay finders' fees in connection with the
Concurrent Financing. The Concurrent Financing and the Transaction
are subject to certain conditions, including, but not limited to,
the approval of the TSXV.
The Resulting Issuer intends to use the proceeds of the
Concurrent Financing to fund the costs of the Transaction, purchase
Bitcoin in connection with the Resulting Issuer's business plan and
for development and general working capital.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction. The
securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or any state securities laws, and may not be
offered or sold within the United
States or to, or for the account or benefit of, U.S. Persons
(as defined in Regulation S under the U.S. Securities Act) unless
an exemption from such registration is available.
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.
Neither TSX-V nor its Regulation Services Provider (as that term
is defined in the policies of the TSX-V) accepts responsibility for
the adequacy or accuracy of this release.
Forward-Looking Information
Statements contained in this release that are not historical
facts are forward-looking statements, including statements relating
to the filing and mailing date of the information circular, the
meeting date, the payment of finders' fees, planned use of proceeds
from the Concurrent Financing and approval from the TSXV, that
involve various risks and uncertainty affecting the business of
Interlapse. In making the forward-looking statements, Interlapse
has applied certain assumptions that are based on information
available, including Interlapse's strategic plan for the near and
mid-term, including that regulatory approval of the private
placement will be obtained in a timely manner, that all conditions
precedent to completion of the Transaction and Concurrent Financing
will be satisfied in a timely manner and that general economic and
business conditions will not change in a materially adverse manner.
There can be no assurance that such information will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
information. Interlapse does not undertake to update any
forward-looking information, except in accordance with applicable
securities laws.
SOURCE Interlapse Technologies Corp.
