Liberty Files Filing Statement for Reverse Takeover with DrawDown
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES NOR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC and Atlanta, GA – November 13, 2020 – Liberty Defense Holdings Ltd. (“Liberty” or the “Company”) (TSXV: SCAN, FRANKFURT: LD2, OTCQB: LDDFF), a leading concealed weapons detection company, is pleased to announce that its filing statement dated as of November 13, 2020 (the “Filing Statement”) has been filed on SEDAR and may be viewed under the Company’s profile at www.sedar.com. The Filing Statement describes the Company’s proposed reverse takeover (the “Transaction”) with DrawDown Detection Inc. (“DrawDown”).
The Company has received conditional approval of the TSX Venture Exchange (the “Exchange”) to complete the Transaction, subject the completion of certain other filings. The Transaction will constitute a Reverse Takeover of DrawDown pursuant to Policy 5.2 – Changes of Business and Reverse Takeovers of the Exchange.
Completion of the Transaction remains subject to a number of conditions, including final approval of the Exchange, the approval of the shareholders of the Company and the completion of the Company’s subscription receipt offering (the “Offering”) detailed in the Company’s news release dated October 23, 2020. The Company will be seeking shareholder approval of the Transaction by written consent. DrawDown shareholders approved the Transaction at a special meeting held on August 19, 2020.
Trading in the common shares of Liberty is expected to remain halted pending the satisfaction of the conditions of the Exchange for resumption of trading. It is unlikely that trading in the common shares of Liberty will resume prior to the completion of the Transaction. On closing of the Transaction, the Company is expected to resume trading on the Exchange under the symbol “SCAN”.
Additional information concerning the Transaction, the Company and DrawDown is provided in the Filing Statement and in the Company’s news releases dated January 28, 2020, April 7, 2020 and June 22, 2020, June 26, 2020, September 9, 2020 and October 23, 2020.
Additional information in connection with the Transaction will be provided in subsequent press releases.
About DrawDown Detection Inc.
DrawDown Detection Inc. is a privately-held corporation incorporated on October 26, 2018 under the Business Corporations Act (British Columbia), and is a weapons detection technology company that commercializes intellectual property for use in the public safety market. The Company is in the development stage of a handheld device to detect smokeless gunpowder (the “Gunpowder Detection Sensor”). The Company’s business plan is to develop and sell its patented Gunpowder Detection Sensor to law enforcement agencies and critical infrastructure providers, including but not limited to schools, sporting venues, hotels, places of worship and private business markets globally. The Gunpowder Detection Sensor technology is being developed in the United States. DrawDown is widely held and does not have any controlling shareholders.
About Liberty Defense Holdings Ltd.
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 metal and non-metal firearms, knives, explosives and other threats. Liberty is committed to protecting communities and preserving peace of mind through superior security detection solutions. Learn more: libertydefense.com
On Behalf of Liberty Defense
Interim CEO & Director
More About Liberty Defense Holdings Ltd.
For further information on Liberty, please contact: Email: firstname.lastname@example.org
More About DrawDown Detection Inc.
For further information on DrawDown, please contact:
DrawDown Investor Relations: Email: email@example.com or visit www.drawdowndetection.com
Cautionary Notes about the Transaction and the Offering
The Transaction and the Offering remain subject to the final approval of the Exchange and other conditions customary for transactions of this nature. There can be no assurance that the Transaction and the Offering will be completed as proposed or at all. Trading in the common shares of the Company on the Exchange will remain halted until such times as the requirements of the Exchange are met. The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Completion of the Transaction is subject to a number of conditions, including but not limited to, final Exchange acceptance and if applicable, disinterested shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in any management information circular or filing statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in securities of Liberty should be considered highly speculative.
All information contained in this press release with respect to DrawDown, its business and operations was supplied by DrawDown for inclusion herein. Liberty has not conducted due diligence on the information provided and does not assume any responsibility for the accuracy or completeness of such information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has in any way passed on the merits of the Transaction or the Offering, and neither has in any way approved or disapproved of the contents of this press release.
Forward-Looking Information Disclaimer
Certain statements included in this news release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This news release contains forward-looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors. Any statements about DrawDown’s business plans, completion of the Offering and the securities issuances related thereto, completion of the Transaction, the number of securities of the Company that may be issued in connection with the Transaction, the ownership and the directors of the Company, the requirement to obtain shareholder approval, the parties’ ability to satisfy any and all other closing conditions including but not limited to the parties’ ability to receive necessary regulatory and Exchange approvals in connection therewith and the terms associated therewith and any additional reorganizational transactions are all forward-looking information. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including, anticipated costs, and the ability to achieve its goals.
Factors that could cause the actual results to differ materially from those in the forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, and general economic, market or business conditions, changes in legislation and regulations, increase in operating costs, equipment failures, failure of counterparties to perform their contractual obligations, litigation, the loss of key directors, employees, advisors or consultants and fees charged by service providers. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above, nor can there be any assurance that the listing of the common shares of the Company upon completion of the Transaction will occur. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Readers should not place undue reliance on the Company’s forward-looking statements.
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.