Apr 1, 2019
Liberty Defense and Gulfstream Announce TSXV Conditional Approval of Proposed Qualifying Transaction and SEDAR Filing of Filing Statement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, ON – April 1, 2019 – Gulfstream Acquisition 1 Corp. (TSXV-NEX: GFL.H) (“Gulfstream”) and Liberty Defense Holdings, Inc. (“Liberty”) are pleased to announce that they have received conditional approval from the TSX Venture Exchange (TSXV) relating to their previously announced business combination and reverse takeover transaction. A filing statement prepared in accordance with the requirements of the TSXV was subsequently filed under Gulfstream’s profile on SEDAR and is available at www.sedar.com.
For additional information about the proposed qualifying transaction, please refer to Gulfstream’s press releases dated November 30, 2018, February 22, 2019 and March 20, 2019, which are available at www.sedar.com.
The proposed qualifying transaction is currently scheduled to close on or about the week of April 1, 2019. Closing of the proposed qualifying transaction is subject to a number of conditions including, but not limited to, closing conditions customary to a transaction of the nature of the proposed qualifying transaction, including those described in the filing statement. Trading in the shares of the issuer resulting from the proposed transaction is expected to commence on the TSXV under the name “Liberty Defense Holdings, Ltd.” No later than the week of April 8, 2019 following the issuance by the TSXV of its final bulletin in respect of the proposed qualifying transaction. the trading symbol of the resulting issuer will be “SCAN”.
About Liberty Defense
Liberty was incorporated on April 30, 2018 pursuant to the Business Corporations Act (Ontario). Liberty provides security solutions for concealed weapon detection in high volume foot traffic areas and has secured an exclusive license from MIT Lincoln Laboratory, as well as a technology transfer agreement, for patents related to active 3D 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 integrated sensor-AI array is 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.
For further information contact:
Liberty Defense Holdings, Inc.
Liberty Defense Holdings, Inc.
Chief Executive Officer
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 Gulfstream and Liberty believe, 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 information relating to the business plans of Gulfstream and Liberty, the proposed qualifying transaction and the officers and directors of the resulting issuer upon completion of the proposed qualifying transaction. such statements and information reflect the current view of gulfstream and/or liberty, respectively. 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. Such factors include, among others, the following risks: (a) there is no assurance that Gulfstream and Liberty will close the proposed qualifying transaction on the terms contemplated in the filing statement, or at all, or that the tsxv will issue its final bulletin for the proposed qualifying transaction (b) following completion of the proposed qualifying transaction, the resulting issuer may require additional financing from time to time in order to continue its operations and financing may not be available when needed or on terms and conditions acceptable to the resulting issuer; (c) new laws or regulations could adversely affect the resulting issuer’s business and results of operations; and (d) the stock markets have experienced volatility that often has been unrelated to the performance of companies. these fluctuations may adversely affect the price of the resulting issuer’s securities, regardless of its operating performance. There are a number of important factors that could cause Gulfstream and 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 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).
Gulfstream and Liberty caution that the foregoing list of material factors is not exhaustive. When relying on the parties’ forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The parties have 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 the parties as of the date of this press release and, accordingly, are subject to change after such date. The parties do not undertake to update this information at any particular time except as required in accordance with applicable laws.
All amounts referred to herein are in Canadian dollars unless otherwise indicated.
There can be no assurance that the proposed qualifying transaction will be completed as proposed or at all.
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.