LQWD Technologies Corp. — Capital/Financing Update 2026

Jan 20, 2026

Form 51-102F3
Material Change Report

Item 1
Name and Address of Company
LQWD Technologies Corp. (the "Company" or "LQWD")
1710-1050 W. Pender Street
Vancouver, BC, V6C 3E8

Item 2
Date of Material Change
January 20, 2026

Item 3
News Release
A news release was disseminated on January 20, 2026.

Item 4
Summary of Material Change
On January 20, 2026, the Company announced the closing of its previously announced non-brokered private placement financing of C$2,000,000 (the "Private Placement"). Under the Private Placement, the Company issued an aggregate of 2,000,000 units of the Company ("Units") at a price of C$1.00 per Unit to raise gross proceeds of C$2,000,000.

Item 5
Full Description of Material Change
On January 20, 2026, the Company announced the closing of the Private Placement. Under the Private Placement, the Company issued an aggregate of 2,000,000 Units at a price of C$1.00 per Unit to raise gross proceeds of C$2,000,000. Each Unit consists 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 on the

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Lightning Network to generate yield and strengthen its ongoing treasury strategy, and general working capital purposes.

In connection with the Private Placement, the Company paid an aggregate finder's fee of C$35,450 in cash to various finders. The Private Placement is subject to final approval from the TSX-V. Matthew Whitcomb, LQWD's VP of Capital Markets and Corporate Development, participated in the Private Placement by purchasing 10,000 Units for an aggregate subscription price of C$10,000, and accordingly, the Private Placement constitutes a "related party transaction" for the Company within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval under MI 61-101 as the fair market value of Mr. Whitcomb's participation in the Private Placement does not exceed more than 25% of the market capitalization of the Company, as set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

This Report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102.

Item 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8 Executive Officer

Shone Anstey, CEO of LQWD, is knowledgeable about the material change and the Report and may be contacted at 604-669-0912.

Item 9 Date of Report

January 20, 2026