/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES
OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC and WILMINGTON, Mass., April 17,
2023 /CNW/ - Liberty Defense Holdings Ltd.
("Liberty" or the "Company") (TSXV: SCAN) (OTCQB:
LDDFF) (FRANKFURT: LD2A), a leading technology provider of AI-based
next generation detection solutions for concealed weapons and
threats, is pleased to announce that, further to its news release
of March 15, 2023, it has closed the
first tranche (the "First Tranche") of its non-brokered
private placement private placement (the "Offering") of
units of the Company (the "Units").
In connection with the First Tranche, the Company issued a total
of 6,707,061 Units at an issue price of C$0.20 per Unit, for gross proceeds of
approximately C$1,341,212.
Each Unit issued in the First Tranche consists of one common
share of the Company (each, a "Common Share") and one-half
of one common share purchase warrant (each whole warrant, a
"Warrant"). Each Warrant entitles the holder thereof to
acquire, on payment of C$0.30 to the
Company, one common share of the Company (each, a "Warrant
Share"), subject to adjustment in certain circumstances, until
April 14, 2025, provided that if,
after four months after the date of closing, the volume weighted
average closing price of the Common Shares of the Company on the
TSX Venture Exchange (or such other stock exchange on which the
Common Shares are traded) is equal to or greater than C$0.50 for a period of 5 consecutive trading
days, the Company may at its option elect to accelerate the expiry
of the Warrants by providing notice to the holders thereof within
10 calendar days following the end of such 5 consecutive trading
day period, in which case the Warrants will expire on the date
specified in such notice, which shall be not less than 30 calendar
days following delivery of such notice.
The net proceeds from the Offering will be used for general
corporate, working capital purposes, and used to fund manufacturing
of units slated for delivery to customers in July of 2023.
In connection with the First Tranche, the Company paid cash
finders' fees totalling C$45,050 and
issued 215,250 finder's warrants (the "Finder's Warrants")
to certain qualified arm's length finders. Each Finder's Warrant is
exercisable for one Common Share (a "Finder's Share") at a
price of C$0.30 per Finder's Share
until April 14, 2025.
All securities issued pursuant to the First Tranche are subject
to a four-month hold period from the date of closing. The Company
has received conditional acceptance of the Offering from the TSX
Venture Exchange. The Offering is subject to final acceptance by
the TSX Venture Exchange upon filing of final documentation.
The Company expects to close a second tranche of the Offering in
the coming weeks.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities in the United States. The securities described
herein 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 U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available. This press release is not for
distribution to U.S. newswire services nor for dissemination in
the United States. Any failure to
comply with this restriction may constitute a violation of U.S.
securities laws.
On Behalf of Liberty Defense
Bill Frain
CEO & Director
About Liberty Defense
Liberty Defense (TSXV: SCAN, OTCQB: LDDFF, FRANKFURT: LD2A) provides multi-technology
security solutions for concealed weapons detection in high volume
foot traffic areas and locations requiring enhanced security such
as airports, stadiums, schools, and more. Liberty's HEXWAVE
product, for which the company has secured an exclusive license
from Massachusetts Institute of
Technology (MIT), as well as a
technology transfer agreement for patents related to active 3D
radar imaging technology, provides discrete, modular, and scalable
protection to provide layered, stand-off detection capability of
metallic and non-metallic weapons. Liberty has also recently
licensed the millimeter wave-based, High-Definition Advanced
Imaging Technology (HD-AIT) body scanner and shoe scanner
technologies as part of its technology portfolio. Liberty is
committed to protecting communities and preserving peace of mind
through superior security detection solutions. Learn more:
LibertyDefense.com
FORWARD-LOOKING STATEMENTS
When used in this press release, the words "estimate",
"project", "belief", "anticipate", "intend", "expect", "plan",
"predict", "may" or "should" and the negative of these words or
such variations thereon or comparable terminology are intended to
identify forward-looking statements and information. Although
Liberty believes, in light of the experience of their respective
officers and directors, current conditions and expected future
developments and other factors that have been considered
appropriate, that the expectations reflected in the forward-looking
statements and information in this press release are reasonable,
undue reliance should not be placed on them because the parties can
give no assurance that such statements will prove to be correct.
The forward-looking statements and information in this press
release include, amongst others, the Company's ability to complete
the Offering on the terms announced or at all and the use of
proceeds of the Offering. Such statements and information reflect
the current view of Liberty. There are risks and uncertainties that
may cause actual results to differ materially from those
contemplated in those forward-looking statements and
information.
By their nature, forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements, or other future
events, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. There are a number of important factors
that could cause Liberty's actual results to differ materially from
those indicated or implied by forward-looking statements and
information. Such factors include, among others: currency
fluctuations; limited business history of the parties; disruptions
or changes in the credit or security markets; results of operation
activities and development of projects; project cost overruns or
unanticipated costs and expenses; and general development, market
and industry conditions. The parties undertake no obligation to
comment on analyses, expectations or statements made by third
parties in respect of their securities or their respective
financial or operating results (as applicable).
Liberty cautions that the foregoing list of material factors
is not exhaustive. When relying on Liberty's forward-looking
statements and information to make decisions, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. Liberty has assumed that the
material factors referred to in the previous paragraph will not
cause such forward-looking statements and information to differ
materially from actual results or events. However, the list of
these factors is not exhaustive and is subject to change and there
can be no assurance that such assumptions will reflect the actual
outcome of such items or factors. The forward-looking information
contained in this press release represents the expectations of
Liberty as of the date of this press release and, accordingly, are
subject to change after such date. Liberty does not undertake to
update this information at any particular time except as required
in accordance with applicable laws.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this press release.
SOURCE Liberty Defense Holdings Ltd.