LQWD Technologies Corp. — Capital/Financing Update 2021

Oct 21, 2021

LQWD FINTECH CORP. TERMS OF OFFERING MARKETED – PROSPECTUS SUPPLEMENT

October 20, 2021

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada, other than Québec. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment, and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. Copies of the final base shelf prospectus, and any applicable shelf prospectus supplement, may be obtained from Canaccord Genuity Corp at ecm@canaccordgenuity.com and are also available electronically at www.sedar.com.

The securities offered under this short form prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) (the “United States”), and may not be offered or sold within the United States, or to, or for the account or benefit of a U.S. Person (as defined in Rule 902(k) of Regulation S under the U.S. Securities Act) or a person in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable U.S. state securities laws.

Issuer:	LQwD FinTech Corp. (the “Company”).
Offering:	Treasury offering ofunits (the “Units”) of the Company (Units assuming
	the Over-Allotment Option (as defined below) is exercised in full) (the
	“Offering”).
Offering Price:	C$per Unit (the “Offering Price”).
Units:	Each Unit shall consist of one common share (a “Common Share”) and one-
	half of one common share purchase warrant of the Company (each whole
	common share purchase warrant, a “Warrant”). Each warrant will be
	exercisable to acquire one common share of the Company (each, a “Warrant
	Share”) for a period of 24 months following the Closing Date (as defined
	below) at an exercise price of C$per Warrant Share, subject to adjustment
	in certain events.
Amount:	C$million (C$million if the Over-Allotment Option is exercised in full).
Over-Allotment	The Company has granted the Underwriters (as defined below) an option
Option:	(the “Over-Allotment Option”) to purchase up to an additionalUnits at the
	Issue Price, which Over-Allotment Option is exercisable at any time, for a
	period of 30 days after and including the Closing Date. The Over-Allotment
	Option is exercisable to acquire Units, Common Shares and/or Warrants (or
	any combination thereof) at the discretion of the Underwriters.

Form of	Marketed underwritten offering, subject to termination clauses “material
Underwriting:	adverse change” out, “disaster” out, “market” out, and “non-compliance with
	conditions” out.
Selling	All Provinces and territories of Canada, other than Québec. The Units may
Jurisdictions:	also be offered and sold in the United States or to, or for the account or
	benefit of, persons in the United States or U.S. Persons by way of a private
	placement (i) directly by the Company on a substituted-purchaser basis to
	“accredited investors” meeting one or more of the criteria in Rule 501(a) of
	Regulation D (“Regulation D”) under the U.S. Securities Act pursuant to Rule
	506(b) of Regulation D and/or Section 4(a)(2) thereof and similar
	exemptions under applicable state securities laws, or (ii) by the Underwriters
	directly to “qualified institutional buyers” pursuant to, and as defined, in Rule
	144A under the U.S. Securities Act and in accordance with applicable state
	securities laws, and in certain offshore jurisdictions (provided that placement
	in such offshore jurisdictions does not give rise to the filing of a prospectus
	or registration statement or to any continuous disclosure obligations).
Listing:	The Company will apply to list the Common Shares and Warrant Shares on
	the TSX Venture Exchange.
Eligibility:	The Common Shares, Warrants and Warrant Shares will be qualified
	investments under the Income Tax Act (Canada) for RRSPs, RESPs,
	RRIFs, DPSPs, RDSPs and TFSAs.
Use of Proceeds:	The net proceeds of the Offering will be used for general corporate and
	working capital purposes.
Commission:	The Company will pay the Underwriters the following a fees in connection
	with the Offering: (i) a cash fee equal to 7.0% of the aggregate gross
	proceeds of the Offering, and (ii) an aggregate number of compensation
	warrants (each, a “Compensation Warrant”) equal to 7.0% of the aggregate
	number of Units issued pursuant to the Offering. Each Compensation
	Warrant will be exercisable to acquire one common share of the Company
	at an exercise price equal to the Offering Price for a period of 24 months
	from the Closing Date, subject to adjustment in certain events.

The Company shall be entitled to designate certain subscribers to be included in the Offering (the “President’s List”). The cash fee and Compensation Warrants payable for President’s List orders will be reduced to 3.5% and 3.5% respectively.

Underwriters: Canaccord Genuity Corp. will act as lead underwriter and bookrunner on behalf of a syndicate of underwriters (collectively, the “Underwriters”).

• Closing Date: On or about October 28, 2021 (the “Closing Date”).

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