Liberty Announces Private Placement of Units

Vancouver, BC and Atlanta, GA – November 7, 2019 – Liberty Defense Holdings Ltd. (“Liberty”) (TSXV: SCAN; FRANKFURT: LD2; OTCQB:LDDFF), a leading concealed weapons detection company, is pleased to announce that it has arranged a non-brokered private placement of up to 10,870,000 units (“Units”) at a price of C$0.23 (the “Unit Price”) for aggregate gross proceeds of up to approximately C$2,500,000 (the “Offering”). Liberty will retain the option to increase the Offering to 15,217,000 Units for gross proceeds of up to approximately C$3,500,000.

Each Unit will consist of one common share and one common share purchase warrant (a “Warrant“), with each whole Warrant entitling the holder to purchase one additional common share of the Company at a price of C$0.30 for 18 months following the closing of the Offering. The Warrants will be subject to an acceleration clause in the event the closing price of Liberty’s common shares is greater than C$0.45 for 10 consecutive trading days (the “Acceleration Event”). Liberty will give notice to the holders of the Acceleration Event and the Warrants will expire 30 days thereafter.

In connection with the Offering, Liberty has engaged Laurentian Bank Securities Inc. to act as its exclusive financial advisor for the Offering. The Company may pay finder’s fees in accordance with the policies of the TSX Venture Exchange in conjunction with the closing of the Offering.

The Company intends to use the net proceeds of the Offering to provide working capital and continue the advancement of HEXWAVE, specifically the targeted completion of the Alpha testing and the production of the initial Beta Units in Q1 2020.

All securities issued pursuant to the Offering will be subject to a statutory hold period expiring four months and one day from closing of the Offering. Completion of the Offering is subject to approval of the TSX Venture Exchange.

On Behalf of Liberty Defense

Bill Riker
CEO & Director

About Liberty Defense

Liberty provides security solutions for concealed weapon detection in high volume foot traffic areas and 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 that are packaged into the HEXWAVE product. The system is designed to provide discrete, modular and scalable protection to provide layered, stand-off detection capability. This is intended to provide a means to proactively counter evolving urban threats. The sensors with active 3D radar imaging and Artificial Intelligence (AI)-enhanced automatic detection are designed to detect metallic and non-metallic firearms, knives, explosives and other threats. Liberty is committed to protecting communities and preserving peace of mind through superior security detection solutions. Learn more:

For further information contact:

Liberty investor relations:

Adam Ross
Telephone: 604-336-9820 x1
Toll-Free: 1-833-923-3334

Liberty media relations:

Brittany Whitmore
Telephone: 778-238-6096

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, information relating to completion of the Offering, the use of proceeds of the Offering, the completion of the Alpha testing of HEXWAVE and production of the initial Beta Units in Q1 2020, and the functionality of HEXWAVE. 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: the failure of Liberty to find suitable purchasers for the Offering; the failure of Liberty to obtain approval of the TSX Venture Exchange of the Offering, management’s discretion as to the use of proceeds of the Offering; currency fluctuations; 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 developmenty, 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.

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