Apr 4, 2019
Liberty Defense Announces Completion of Qualifying Transaction
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, ON – April 4, 2019 – Liberty Defense Holdings, Ltd. (“Liberty” or the “Company”) (TSXV: SCAN), formerly Gulfstream Acquisition 1 Corp. (“Gulfstream”), is proud to announce that it has completed its previously announced qualifying transaction (the “Qualifying Transaction”) pursuant to the policies of the TSX Venture Exchange (the “TSXV”). As previously announced, the parties received conditional approval from the TSXV on March 28, 2019. For additional information about the Qualifying Transaction, please refer to the Company’s press releases dated November 30, 2018, February 22, 2019, March 20, 2019 and April 1, 2019, each of which is available at www.sedar.com.
Trading in the common shares of the Company (the “Resulting Issuer Common Shares”) is expected to commence on the TSXV under the symbol “SCAN” on or about the week of April 8, 2019 following the issuance by the TSXV of its final bulletin in respect of the Qualifying Transaction.
Pursuant to the Qualifying Transaction:
- Gulfstream implemented, immediately prior to the completion of the amalgamation (referred to below) a share consolidation of Gulfstream’s 8,611,009 issued and outstanding common shares (the “Gulfstream Common Shares”) on the basis of one new Gulfstream Common Share for every two and a half existing Gulfstream Common Shares;
- Liberty Defense Holdings Inc. (“Old Liberty”) and 2675553 Ontario Limited (“Gulfstream SubCo”), a wholly-owned subsidiary of Gulfstream, have amalgamated and continued on as a new corporation under the name “LDH GS Amalco Corp.” (“AmalCo”);
- Each one issued and outstanding common share of Old Liberty has been cancelled and replaced by one issued and outstanding Resulting Issuer Common Share;
- Each one issued and outstanding common share of Gulfstream SubCo has been cancelled and replaced by one issued and outstanding common share of AmalCo, issued in favour of Liberty such that AmalCo is a wholly owned subsidiary of Liberty;
- Each one common share purchase warrant of Old Liberty has been cancelled and replaced by one common share purchase warrant of Liberty;
- Each one broker warrant issued by Old Liberty in connection with previously completed financings has been cancelled and replaced by one broker warrant of Liberty; and
- All of the property and assets of each of Old Liberty and Gulfstream SubCo have become the property and assets of AmalCo and AmalCo is now liable for all of the liabilities and obligations of each of Old Liberty and Gulfstream SubCo.
The board of directors of the Company now consists of: John McCoach (Independent Chairman), Bill Riker (Chief Executive Officer), Damian Towns (Chief Financial Officer & Corporate Secretary), Sam Parrotta (Independent Director) and Corby Marshall (Independent Director).
As of the date hereof, the Company has a total of 66,549,722 Resulting Issuer Common Shares issued and outstanding and a total of common share purchase warrants. The existing share certificates of both Gulfstream and Old Liberty are considered null and void.
About Liberty Defense
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 sensors with active 3D imaging and AI enhanced automatic detetection 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.
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Certain statements contained in this news release, such as the anticipated trading day on the TSXV, constitute “forward-looking information” as such term is used in applicable Canadian securities laws. Forward-looking information is based on plans, expectations and estimates of management at the date the information is provided and is subject to certain factors and assumptions, including that the Company’s financial condition and development plans do not change as a result of unforeseen events. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate include, currency fluctuations; limited business history of the Company; 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 as set forth in the Company’s Filing Statement in respect of the Qualifying Transaction filed under the Company’s profile at www.sedar.com. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.
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.