/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR
DISSEMINATION IN THE UNITED
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VANCOUVER, BC and WILMINGTON, Mass., Nov. 12,
2024 /CNW/ - Liberty Defense Holdings Ltd.
("Liberty" or the "Company") (TSXV: SCAN) (OTCQB:
LDDFF) (FRANKFURT: LD2), a leading technology provider of AI-based
next generation detection solutions for concealed weapons and
threats, is pleased to provide information on its corporate
transformation plan.
Bill Frain, CEO and Director,
stated, "Given the current conditions in the capital markets
over the past year, we have made the decision to cancel our
existing LIFE offering, streamline our balance sheet, and
consolidate our share structure. These steps are aimed at
positioning Liberty Defense to attract both existing and new
investors as we execute on our multi-year growth strategy. This
includes securing the necessary capital to meet the increasing
demand for HEXWAVE across various verticals, as well as launching
our TSA-funded High-Definition Advanced Imaging Technology
(HD-AIT)."
Growth Financing Process & Commercialization
Go-to-Market
In connection with the upcoming share consolidation, the Company
is expected to undertake a financing to raise funds in an amount to
be determined (the "Offering"). The Offering will be priced
in the context of the market in the following weeks and both priced
and issued on a post-consolidation basis.
The Company plans to use the proceeds of the Offering to further
the production of HEXWAVE technology to support the increase in
demand for the product and deliver units in backlog to customers,
for general corporate purposes and for payment of outstanding
liabilities of the Company.
Completion of the Offering is subject to certain conditions
including, but not limited to, the receipt of all necessary
approvals, including the approval from the TSXV.
Bill Frain added, "Nearly
four years after going public and raising over $40 million to develop the HEXWAVE technology
from patents to commercialization, we are now shifting our focus
from engineering to scaling Liberty into one of the leading global
security companies. Our emphasis will be on expanding customer
deployments, strengthening partnerships, and targeting key
verticals. On behalf of the entire team, I can say we're excited to
roll out our products and AI software designed to protect critical
infrastructure from emerging threats."
The security screening market is valued at $11.72B in 2024 and is projected to reach
US$25.7B by 2034. The demand for
security screening is likely to exhibit a CAGR of 8.2% during the
forecast period. Some of the key drivers for the growth in the
market include:
- Continuous innovation in security screening technologies,
including AI and machine learning
- TSA Mandate for 100% screening of all employees at US airports
by April 2026
- Escalating threats of corporate espionage and insider
risks
- The rise in criminal activities and illicit trade necessitates
comprehensive security screening measures to safeguard against
potential threats
- Growing concerns about the protection of critical
infrastructure, such as power plants and government facilities
The Company has established partnerships with some of the most
influential agencies in the security and detection landscape,
including TSA, MIT Lincoln Labs, Los Alamos National Labs, and
Pacific Northwest National Labs to name a few.
Since the first shipments of HEXWAVE in late 2023, the Company
backlog has grown to 40 systems currently, following successful
deployments at Toronto Pearson International Airport, Chile
Corrections, Amsterdam, Manchester
Airport, Los Alamos National Labs, Rochester Airport, MIT, and TSA among others.
Share Consolidation
To optimize the capital structure of the Company and prepare for
the eventual Nasdaq uplisting, the Company intends to consolidate
its common shares (the "Common Shares") on the basis of ten
(10) pre-consolidation Common Shares for every one (1)
post-consolidation Common Shares (the "Consolidation").
The Company currently has 167,568,412 Common Shares issued and
outstanding, and following the Consolidation, the Company will have
approximately 16,756,841 Common Shares issued and outstanding,
prior to rounding for fractional shares.
The Consolidation was approved by the board of directors of the
Company in accordance with the Articles of the Company, but remains
subject to the approval of the TSXV. The Company will issue a
further news release upon receiving TSXV approval, announcing the
effective date of the Consolidation.
It is anticipated that insiders of the Company may participate
in the Offering, and such securities issued to insiders will be
subject to a four month hold period pursuant to applicable policies
of the TSXV. The issuance of any securities to insiders will be
considered a "related party transaction" within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The
Company is expected to rely on exemptions from the formal valuation
requirements of MI 61-101 pursuant to section 5.5(a) and the
minority shareholder approval requirements of MI 61-101 pursuant to
section 5.7(1)(a) in respect of such insider participation as the
fair market value of the transaction, insofar as it involves
interested parties, is not expected to exceed 25% of the Company's
market capitalization.
Debt Settlements
In connection with the Consolidation, the Company is also
expected to settle some of our payables through the issuance of
Common Shares (the "Debt Settlements"). The Debt Settlements
are expected to help to conserve and extend the Company's working
capital. The Debt Settlements will be both issued and priced in the
context of the market on a post-Consolidation basis. Completion of
the Debt Settlements is subject to certain conditions including,
but not limited to, the receipt of all necessary approvals,
including the approval of the TSXV.
The transactions contemplated herein are described to transform
the capital structure of the Company and position it for growth and
shareholder value appreciation. Management believes that the
transactions comprising the business transformation will benefit all
shareholders as the Company continues to ramp up business
activity.
In addition, the Company will not proceed with its previously
announced non-brokered LIFE offering of units most recently
disclosed in the Company's news release dated October 28, 2024.
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 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, OTCQB: LDDFF, FRANKFURT: LD2) 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 future business
plans and its proposed business transformation, the Company's
ability to complete the Offering on the terms announced or at all,
the use of proceeds of the Offering, the receipt of approval for
the Offering by the TSXV, the completion of the Consolidation, the
receipt of approval for the Consolidation by the TSXV, the
completion of the Debt Settlements and the receipt of approval for
the Debt Settlements by the TSXV. 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.