/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE
PUBLICATION, DISTRIBUTION, OR DISSEMINATION DIRECTLY, OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES./
VANCOUVER, BC and WILMINGTON, Mass., June 3, 2024
/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 it is undertaking a non-brokered private placement of up to
6,666,666 special warrants (the "Special Warrants") at the
price of $0.15 per Special Warrant
for gross proceeds of up to $1,000,000 (the "Offering").
The Company is experiencing significant demand from a wide
variety of customer verticals for its HEXWAVE technology as
evidenced by recent announcements and expects this trend to
continue throughout the year. The proceeds will be used for working
capital purposes, specifically to ramp up inventory procurement and
production of the technology.
Each Special Warrant will automatically convert into one unit of
the Company (each a "Unit"), as described below. Each Unit
shall consist of one common share of the Company (a "Share")
and one common share purchase warrant (a "Warrant"). Each
Warrant shall entitle the holder thereof to acquire one Share at a
price of $0.20 per Share for a period
of three years following the date of issue.
Each Special Warrant will automatically convert, for no
additional consideration, into one Unit on the date that is the
earlier of: (i) the date that is three business days following the
date on which the Company files a prospectus supplement to a short
form base shelf prospectus with the securities commissions
qualifying distribution of the Units underlying the Special
Warrants (the "Prospectus Supplement"), and (ii) the date
that is four months and one day after the closing of the
Offering.
The Company will use its commercially reasonable efforts to file
the Prospectus Supplement within 60 days of the closing of the
Offering (not including the date of closing), provided, however,
that there is no assurance that a Prospectus Supplement will be
filed with the securities commissions, prior to the expiry of the
statutory four month hold period.
The Company may pay finder's fees of 8.0% in cash and issue that
number of broker warrants ("Broker Warrants") as is equal to
8.0% of the number of Special Warrants sold under the Offering.
Each Broker Warrant will be exercisable for one Share at the price
of $0.20 for a period of up to three
years.
The Offering is being conducted pursuant to an exemption from
the prospectus requirements under applicable securities laws. Prior
to the filing of the Prospectus Supplement and the automatic
conversion of the Special Warrants, the securities issued under the
Offering will be subject to a four month hold period from the date
of closing of the Offering in addition to any other restrictions
under applicable law.
The proceeds from the Offering will be used to fund the
production of HEXWAVE units and for general corporate and
administrative purposes.
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 closing of the Offering, the
filing of a Prospectus Supplement 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.