TSXV: LQ^ I OTCQX: LQWDP |i FRA: 4TP
Table of ContentsCURRENT DEVELOPMENTS 3
CORPORATE 3
COMPANY OVERVIEW 5
OVERALL PERFORMANCE 5
FINANCIAL RESULTS OF OPERATIONS 6
SUMMARY OF QUARTERLY RESULTS 6
LIQUIDITY AND CAPITAL RESOURCES 11
RELATED PARTY TRANSACTIONS 12
SHARE CAPITAL 13
SUBSEQUENT EVENTS 13
CAPITAL MANAGEMENT 13
COMPETITION 13
CRITICAL ACCOUNTING ESTIMATES 13
PROPOSED TRANSACTIONS 14
FINANCIAL INSTRUMENTS RISK 14
FINANCIAL INSTRUMENTS 15
DIGITAL CURRENCY AND RISK MANAGEMENT 15
RISKS 16
OFF-BALANCE SHEET ARRANGMENTS 16
ADDITIONAL INFORMATION 16
FORWARD LOOKING STATEMENTS 16
The following Management's Discussion and Analysis ("MD&A") is dated October 30, 2025, for the period ended August 31, 2025, and should be read in conjunction with LQWD Technologies Corp. ("LQWD" or the "Company") accompanying audited consolidated financial statements for the years ended February 28, 2025, and February 29, 2024.
These condensed consolidated financial statements for the period ended August 31, 2025, have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as issued by the International Accounting Standards Board ("IASB"). These consolidated financial statements have been prepared on a historical cost basis and have been prepared using the accrual basis of accounting, except for cash flow information. The MD&A supplement does not form part of the unaudited condensed consolidated interim financial statements for the six month period ended August 31, 2025, or the audited financial statements of the Company and the notes thereto for the year ended February 28, 2025. All amounts are expressed in Canadian dollars unless otherwise indicated. In addition, readers are directed herein to discussions under the headings "Forward-Looking Statements", "Critical Accounting Estimates" and "Risk Factors".
LQWD management is responsible for the integrity of the information contained in this report and for the consistency between the MD&A and the financial statements.
CURRENT DEVELOPMENTS CORPORATEOn September 29, 2025, the Company announced that it had purchased an additional ~14 Bitcoin. With these purchases, LQWD holds ~252.5 Bitcoin, representing 25.25 billion Satoshi's (Sats).
On September 29, 2025, the Company announced the promotion of Matthew Whitcomb to VP Capital Markets and Corporate Development and granted 750,000 stock options that are exercisable for a period of 5 years at a price of
$1.50 per share to various directors, officers, and staff members. The stock options will vest over a period of up to 12 months.
On September 24, 2025, the Company closed its non-brokered private placement, issuing 1,666,667 units at a price of
$1.50 per unit for gross proceeds of approximately $2,500,000. 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
$2.00 per share at any time up to 12 months following the closing date of the private placement.
On July 15, 2025, the Company announced the launch of an at-the-market equity program ("ATM Program"), allowing the Company to issue up to $10,000,000 of common shares in the capital of the Company from treasury to the public at the Company's discretion. The offering under the ATM Program is made pursuant to a prospectus supplement dated July 15, 2025, to the Company's short form base shelf prospectus for the province of Québec and the amended and restated short form base shelf prospectus amending and restating the final short form base shelf prospectus dated April 11, 2024, for each of the provinces and territories of Canada, except Québec dated June 30, 2025.
On July 15, 2025, the Company announced that it had acquired an additional ~57.5 Bitcoin. These purchases brought LQWD's total to ~238.5 Bitcoin, representing 23.85 billion Satoshi's (Sats).
On July 14, 2025, the Company closed its non-brokered private placement, issuing 560,975 common shares at a price of $4.10 per share for gross proceeds of approximately $2,300,000.
On July 10, 2025, the Company closed its brokered private placement, issuing 2,439,024 common shares at a price of
$4.10 per share for gross proceeds of approximately $10,000,000. The Company paid a cash commission of 7% of the aggregate gross proceeds.
Between June 17, 2025, and July 7, 2025, the Company acquired an additional ~20 Bitcoin. These purchases brought
LQWD's total to ~181 Bitcoin, representing 18.1 billion Satoshi's (Sats).
On June 23, 2025, the Company granted 788,000 stock options exercisable for $3.70 per share to various directors, officers, employees, and consultants. The stock options will vest over a period of up to 24 months.
On June 9, 2025, the Company announced the appointment of Ashley Garnot as President of the Company. Mrs. Garnot will continue to serve as a director and work closely with the executive team.
On May 22, 2025, the Company engaged Renmark Financial Communications to broaden U.S. and Canadian investor outreach. The twelve-month agreement carries a fee of $7,000 per month and may be terminated with 30-days notice. Management expects the mandate to enhance market liquidity but does not anticipate a material change in cash burn.
On April 2, 2025, LQWD announced the appointment of Samuel Coyn Mateer as a non-executive director of the Company.
On January 21, 2025, the Company announced that it had qualified to trade on the OTCQX Best Market from the OTCQB Venture Market.
Between January 14, 2025, to January 28, 2025, the Company announced that it had acquired an additional ~20 Bitcoin.
These purchases brought LQWD's total to ~161 Bitcoin, representing 16.1 billion Satoshi's (Sats).
On December 23, 2024, the Company closed its non-brokered private placement, issuing 2,000,000 units at a price of
$1.50 per unit for gross proceeds of $3,000,000. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable into one common share at an exercise price of
$2.00 per share at any time up to 18 months following the closing date of the private placement.
On November 13, 2024, the Company announced that it had acquired an additional ~5 Bitcoin. These purchases brought LQWD's total to ~141 Bitcoin, representing 14.1 billion Satoshi's (Sats).
On November 7, 2024, the Company closed the second tranche of a non-brokered private placement, issuing 2,307,692 units at a price of $0.65 per unit for gross proceeds of $1,500,000. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable into one common share at an exercise price of $0.90 per share at any time up to 18 months following the closing date of the private placement. In connection with the second tranche of the private placement, the Company issued to the finder $27,875 in cash and 30,972 share purchase warrants.
On October 27, 2024, the Company granted 500,000 stock options that are exercisable for a period of 5 years at a price of $1.152 per share to various directors, officers, and staff members. The stock options vested over a period of 12 months.
On October 25, 2024, the Company announced that it had acquired an additional ~16 Bitcoin and on October 29, 2024, the Company announced that it had acquired an additional ~5 Bitcoin. These purchases brought LQWD's total to ~136 Bitcoin, representing 13.6 billion Satoshi's (Sats).
On October 9, 2024, the Company closed the first tranche of a non-brokered private placement, issuing 3,200,000 units at a price of $0.70 per unit for gross proceeds of $2,240,000. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant will entitle the holder to purchase one common share for a period of 5 years following the closing date with exercise prices as follows: 1/5th of the warrants will have an exercise price of $1.00 per share; 1/5th of the warrants will have an exercise price of $1.25 per share; 1/5th of the warrants will have an exercise price of $1.50 per share; 1/5th of the warrants will have an exercise price of $1.75 per share; and the remaining 1/5th of the warrants will have an exercise price of $2.00 per share. In connection with the first tranche of the private placement, the Company issued to the finder $112,000 in cash and 160,000 share purchase warrants.
On June 6, 2024, the Company cancelled 208,000 shares held by a service provider. These shares were cancelled pursuant to a settlement agreement dated November 29, 2023, between parties. More specifically, on March 3, 2022, LQWD terminated the service agreement with the service provider, and requested the return of funds paid for services not provided. The parties later agreed, in accordance with the settlement agreement, that in lieu of returning the funds that the service provider would cancel their LQWD shares of a similar value.
On April 16, 2024, the Company filed a final short form base shelf prospectus with the securities commissions in each of the provinces and territories of Canada, except Quebec. This allows the Company to offer and issue up to $50 million of common shares, warrants, subscription receipts, units, debt securities or any combination of such securities during the 25-month period that the final shelf prospectus is effective.
COMPANY OVERVIEWThe Company was incorporated under the Business Corporations Act (British Columbia) and its head office is in Vancouver, British Columbia, Canada. LQWD is a technology company that is focused on developing various web-based platforms, solutions and applications, including operating Lightning Service Provider (LSP) nodes and deploying Bitcoin from treasury to earn transaction-based fees on the Bitcoin Lightning Network. The Company's common shares trade on the TSX Venture Exchange (the "TSX-V") under the symbol "LQWD" and on the OTCQX market under the symbol "LQWDF" and as at August 31, 2025, had 27,571,741 common shares issued and outstanding.
LQWD operates a global network of Bitcoin Lightning Network routing nodes. Since the Company launched its first node in November 2021, node activity and LN presence has increased substantially, routing over 1,387 BTC and over 1,617,654 transactions. LQWD's node network currently charges nominal fees, however, fees could potentially increase substantially over time, based on further adoption of the Lightning Network, which is growing at a rapid rate.
The executive team of the Company is as follows:
Shone Anstey - Chief Executive Officer
Ashley Garnot - President
Barry MacNeil - Chief Financial Officer
Aziz Pulatov - Chief Technology Officer
Giuseppe (Pino) Perone - General Counsel and Corporate Secretary
Matthew Whitcomb - VP Capital Markets and Corporate Development
The Company's objective has been to solidify its position as a first-mover Lightning-Network liquidity provider and convert that positioning into sustainable, fee-based value for shareholders. The Company ended the period with
$2,730,376 in cash and cash equivalents and held 238.54 BTC in treasury providing an economic liquidity pool in both fiat and digital assets.
The Company recorded revenue of $8,394 from transaction fees from its routing nodes for the period. Management launched Lightning Service Provider ("LSP") functionality in Q4-F25 and is actively onboarding third-party nodes to leverage this service, with the goal of increasing routing throughput and fee revenue in FY-2026.
The largest cash expenditures incurred by the Company during the three month period ended August 31, 2025, included research and development of $113,725, marketing of $53,036, and consulting of $50,400. The Company recorded total non-cash expenses of $2,465,464 for share-based compensation, and amortization of property and equipment.
For the period ended August 31, 2025, the Company had working capital of $38,075,522 and recorded a net loss of
$2,948,735. The financial statements and this MD&A have been prepared on a going-concern basis, as management believes the Company has sufficient working capital to fund operations for at least twelve months from the reporting date.
2026 2025 Six months ended August 31,
Q2 | Q2 | 2025 | 2024 | |
Revenue | $ 8,394 | $ 909 | $ 11,379 | $ 1,269 |
Loss for the period | $ (2,948,735) | $ (389,374) | $ (3,488,774) | $ (790,817) |
