Sep 7, 2023
Liberty Announces Listed Issuer Financing Exemption (LIFE) Private Placement of Units
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES/
Vancouver, BC, Wilmington, MA – September 7, 2023 –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 announce that it has entered into an engagement letter agreement with Canaccord Genuity Corp. (the “Lead Agent“) pursuant to which the Lead Agent, on behalf of a syndicate of agents (collectively, the “Agents“) will act as lead agent for the Company on a ‘commercially reasonable efforts’ agency basis in connection with a private placement of a minimum of 10,000,000 up to a maximum of 25,000,000 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 a minimum of C$2,000,000 up to a maximum of $5,000,000 (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.
The Agents will also be entitled to offer the Units for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “1933 Act“), and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction.
Upon closing of the Offering, the Company shall pay to the Agents: (i) a cash commission equal to up to 7.0% of the aggregate gross proceeds of the Offering payable in cash (subject to a reduced fee of 2.0% for President’s list purchasers); (ii) 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 (reduced to 2.0% for President’s list purchasers) issued under the Offering, at an exercise price equal to the Offering Price, subject to adjustment in certain events; and (iii) a corporate finance fee payable to the Lead Agent, with a portion payable in an amount equal to 1.0% of the gross proceeds of the Offering in cash, and a portion payable in an amount equal to 1.0% of the gross proceeds of the Offering payable in Common Shares issued at the Offering Price.
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 September 28, 2023 (the “Closing Date“) and completion of the Offering is subject to certain conditions including, but not limited to, receiving subscriptions for the minimum amount of C$2,000,000 under the Offering, the entering into of a definitive agency agreement between the Company and the Agents with respect to the Offering and the receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the “TSXV“).
It is anticipated that insiders of the Company may participate in the Offering for up to $64,000, and such Units issued to insiders will be subject to a four month hold period pursuant to applicable policies of the TSXV. The issuance of Units 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 relying 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, does not exceed 25% of the Company’s market capitalization.
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 ability to obtain subscriptions for the minimum amount of C$2,000,000 under the Offering, 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.