/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR
DISSEMINATION IN THE UNITED
STATES/
Vancouver, BC and WILMINGTON, Mass., Dec. 6, 2023
/CNW/ - Liberty Defense Holdings Ltd. ("Liberty" or the
"Company") (TSXV: SCAN), a leading technology provider of
AI-based next generation detection solutions for concealed weapons
and threats, is undertaking a non-brokered private placement of up
to 5,900,000 units (the "Units") of the Company at a price
of C$0.20 per Unit (the "Offering
Price") for gross proceeds to the Company of up to C$1,180,000 (the "Offering"). The Offering
has been structured to take advantage of the listed issuer
financing exemption whereby securities of the Company issued
pursuant to the Offering will be freely tradeable equity securities
not subject to any hold period (see below).
Each Unit will consist of one common share in the capital of the
Company (a "Common Share") and one Common Share purchase
warrant (a "Warrant"). Each Warrant will entitle the holder
thereof to purchase one Common Share of the Company (a "Warrant
Share") for a period of 36 months following the closing date of
the Offering at an exercise price of C$0.30 per Warrant Share.
Subject to compliance with applicable regulatory requirements
and in accordance with National Instrument 45-106 - Prospectus
Exemptions ("NI 45-106"), the Offering is being made to
purchasers resident in each of the Provinces of Canada, except Quebec, pursuant to the listed issuer
financing exemption under Part 5A of NI 45-106 (the
"Exemption"). The securities offered under the Exemption
will not be subject to a hold period in accordance with applicable
Canadian securities laws. There is an offering document (the
"Offering Document") related to the Offering that can be
accessed under the Company's profile at www.sedarplus.ca and on the
Company's website at: www.libertydefense.com. Prospective investors
should read this Offering Document before making an investment
decision.
Upon closing of the Offering, the Company may pay to certain
eligible finders a cash finder's fee of up to 7.0% of the aggregate
gross proceeds of the Offering. The Company may also issue to such
finders non-transferrable warrants of the Company exercisable at
any time prior to the date that is 36 months from the Closing Date
to acquire that number of Common Shares equal to 7.0% of the number
of Units issued under the Offering, at an exercise price equal to
the Offering Price, subject to adjustment in certain events.
"We are pleased to be able to do a follow-on raise from our
initial LIFE offering given the growing investor interest and the
positive momentum in our business," said Bill Frain, CEO of Liberty Defense. "This
financing will allow us to continue to build more HEXWAVE units
going into 2024 to meet the growing demand."
The Company plans to use the proceeds of this financing to
further the production of HEXWAVE technology to support the
increase in demand for the product and deliver units in backlog to
customers.
The Offering is scheduled to close on or about December 31, 2023 (the "Closing Date") and
completion of the Offering is subject to certain conditions
including the receipt of all necessary approvals, including the
approval of the TSX Venture Exchange.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor shall there be any sale
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities being
offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended (the
"1933 Act") or under any U.S. state securities laws, and may
not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the 1933 Act, as amended, and
applicable state securities laws.
On Behalf of Liberty
Bill Frain
CEO & Director
About Liberty
Liberty (TSXV: SCAN) 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 and on the proposed closing timeline
announced or at all and the use of proceeds of the Offering. Such
statements and information reflect the current view of Liberty.
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.