Feb 14, 2022
Liberty Announces C$6.6 Million Brokered Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES
Vancouver, BC, Wilmington, MA and Atlanta, GA – February 14, 2022 – Liberty Defense Holdings Ltd. (“Liberty” or the “Company”) (TSXV: SCAN, OTCQB: LDDFF, FRANKFURT: LD2), a leading technology provider of concealed weapons and threat detection solutions, is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. as lead agent (the “Lead Agent“), on behalf of a syndicate of agents (the “Agents“), in connection with a commercially reasonable best efforts brokered private placement of up to 20,000,000 units of the Company (collectively, the “Units“) at a price of C$0.33 per Unit for aggregate gross proceeds of up to C$6,600,000 (the “Offering“). 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.
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$0.50 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“).
The Offering will be conducted pursuant to the terms of an agency agreement to be entered into between the Company and the Agents on or prior to the Closing Date. The Company has agreed to pay the Agents a cash fee equal to 8.0% of the gross proceeds of the Offering (or 2.0% of the in the case of subscribers identified on the Company’s president’s list) and to issue that number of compensation warrants (each a “Compensation Warrant“) equal to 8.0% of the number of Units sold under the Offering (or 2% of the in the case of subscribers identified on the Company’s president’s list). Each Compensation Warrant will be exercisable to purchase one Common Share for a period of 24 months from the Closing Date at an exercise price of C$0.33. In addition, Company has agreed to pay the Lead Agent a C$150,000 corporate finance fee, of which C$50,000 will be paid in cash and C$100,000 will be paid in Common Shares at a deemed price of C$0.33 per share.
The Company has granted the Agents an option to increase the size of the Offering by up to 15%, exercisable in the discretion of the Agents, in whole or in part, at any time up to 48 hours prior to the Closing Date.
The net proceeds from the Offering are intended to fund the further enhancement and commercialization of the Company’s HEXWAVE technology as well as development of the latest technology exclusively licensed to the Company from the Pacific Northwest National Laboratory for aviation checkpoints. The securities issued pursuant to the Offering will be subject to a four-month hold period from the Closing Date. Completion of the Offering remains subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
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 February 14, 2022 (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.
The Company has entered into an online marketing agreement (the “Agreement“) with Promethean Marketing Inc. (“Promethean“), a communications firm, pursuant to which Promethean will design, create, and distribute advertising content on the Company’s behalf. The Agreement’s effective start date will be March 1, 2022 and is proposed to continue for a minimum one-month term and may be terminated at the Company’s discretion at any time upon 30 days written notice. The Company has agreed to provide a non-refundable deposit of US$50,000 to be used for design and content creation, which will be paid prior to the commencement of Promethean’s services. Additionally, the Company has made a minimum commitment of US$300,000 towards a digital advertising budget for a period of twelve months. Applicable payments will be made on an intermittent basis at an average of US$25,000 per month from March 2022 to February 2023.
Promethean is based in Maryland, USA and provides public disclosure solutions to a number of issuers across a variety of industry segments. To the best of the Company’s knowledge Promethean does not have any equity interest in the securities of the Company, or a right to acquire such an interest.
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: 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
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.