Mar 15, 2023
Liberty Announces C$3 Million Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES
Vancouver, BC and Wilmington, MA – March 15th, 2023 – 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 intends to complete a non-brokered private placement of up to 15,000,000 units of the Company (the “Units”) at an issue price of C$0.20 per Unit, for gross proceeds of up to C$3 million (the “Offering”). In its discretion, the Company may, in the context of the market, increase the size of the Offering in accordance with policies of the TSX Venture Exchange (the “Exchange”).
Each Unit will consist 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 will entitle 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, for a period of 24 months from the closing date (the “Closing Date”), provided that if, after four months after the Closing Date, the volume weighted average closing price of the Common Shares of the Company on the 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.
“After seven years and over $50m spent on the HEXWAVE technology, we are pleased to report that we are seeing an incredible amount of interest from many different market verticals on a global basis including the corrections market, airports, schools, corporate security, distribution centers, and other urban security sectors,” said Bill Frain, CEO of Liberty Defense. “This raise will allow us to fulfil the orders coming in and to build up an inventory to meet the demand we are currently seeing. The remainder of 2023 is expected to be an incredibly transformative time for Liberty as we pivot from a focus on engineering to one of sales and growth.”
Existing shareholders who would like to participate in this private placement may reach out to the Company at email@example.com to express interest.
In connection with the Offering, the Company may pay finders’ fees in cash or securities, or a combination of both, as permitted by the policies of the Exchange. If finders’ fees are paid in connection with the Offering, it is expected that any cash finders’ fee will be equal to 7.0% of the proceeds placed by the applicable finder, and any finder’s fee paid in securities (the “Finder’s Warrants”) will be equal to 7.0% of the number of Units placed by the applicable finder. Each Finder’s Warrant will be exercisable for one Common Share (a “Finder’s Share”) at a price of C$0.30 per Finder’s Share for a period of 24 months from the Closing Date.
There is no minimum number of Units or minimum aggregate proceeds required to close the Offering and the Company may, at its discretion, elect to close the Offering in one or more tranches. Completion of the Offering remains subject to the receipt of all necessary regulatory approvals, including the approval of the Exchange. The securities issued pursuant to the Offering will be subject to a four-month hold period from the Closing Date.
A portion or all of the Offering may be completed pursuant to Multilateral CSA Notice 45-313 – Prospectus Exemption for Distributions to Existing Security Holders (“CSA 45-313”) and the corresponding blanket orders and rules implementing CSA 45-313 in the participating jurisdictions in respect thereof (collectively with CSA 45-313, the “Existing Security Holder Exemption”). As at the date hereof, the Existing Security Holder Exemption is available in each of the provinces of Canada, with the exception of Newfoundland and Labrador. Subject to applicable securities laws, the Company will permit each person or company who, as of March 15, 2023 (being the record date set by the Company pursuant to CSA 45-313), holds common shares as of that date to subscribe for the Units that will be distributed pursuant to the Offering, provided that the Existing Security Holder Exemption is available to such person or company. Qualifying shareholders who wish to participate in the Offering should contact the Company at the contact information set forth below. In the event that aggregate subscriptions for Units under the Offering exceed the maximum number of securities to be distributed, then Units will be sold to qualifying subscribers on a pro rata basis based on the number of Units subscribed for. Insiders may participate in the Offering.
In addition to the Existing Security Holder Exemption, a portion or all of the Offering may be completed pursuant to Multilateral CSA Notice 45-318 – Prospectus Exemption for Certain Distributions through an Investment Dealer (“CSA 45-318”) and the corresponding blanket orders and rule implementing CSA 45- 318 in the participating jurisdictions in respect thereof (collectively with CSA 45-318, the “Investment Dealer Exemption”). As at the date hereof, the Investment Dealer Exemption is available in each of Alberta, British Columbia, Saskatchewan, Manitoba and New Brunswick. Pursuant to CSA 45-318, each subscriber relying on the Investment Dealer Exemption must obtain advice regarding the suitability of the investment from a registered investment dealer.
There is no material fact or material change of the Company that has not been disclosed.
In addition to conducting the Offering pursuant to the Existing Security Holder Exemption and the Investment Dealer Exemption, the Offering will also be conducted pursuant to other available prospectus exemptions.
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
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
For further information about Liberty, please contact:
Jay Adelaar, Senior Vice President of Capital Markets
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.