Liberty Announces Postponement of Q1 Filings

VANCOUVER and ATLANTA, May 28, 2020 /CNW/ - Liberty Defense Holdings Ltd. ("Liberty" or the "Company") (TSXV: SCAN, FRANKFURT: LD2, OTCQB: LDDFF), announces that, due to the COVID‐19 pandemic, it intends to postpone certain of its continuous disclosure filings.

In connection with the continuous disclosure filings, Liberty intends to rely on the extensions granted pursuant BC Instrument 51-515 - Temporary Exemption from Certain Corporate Finance Requirements and BC Instrument 51-516 - Temporary Exemptions from Certain Requirements to File or Send Securityholder Materials (together, the "BC Instruments").  In accordance with the terms of the BC Instruments, Liberty intends:

• to postpone the filing of its first quarter consolidated interim financial statements and related management discussion and analysis (collectively, the "Q1 Statements") which, under Section 4.4 of National Instrument 51‐102 ‐ Continuous Disclosure Obligations ("NI 51-102"), are required to be filed before May 30, 2020; and
  
  
• postpone the delivery of the Q1 Statements to any shareholder who has requested them under Section 4.6(1) of NI 51-102 and which, under Section 4.6(3) of NI 51-102, are required to be delivered before June 9, 2020 (being ten calendar days after the filing deadline).

The Company intends to file the Q1 Statements on or before June 12, 2020.  Until such time as the Q1 Statements are filed, Liberty's management and other insiders of Liberty are subject to a trading black-out that reflects the principles in section 9 of National Policy 11-207 - Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

Liberty filed its annual financial statements for the year ended December 31, 2019 (the "Annual Financial Statements") on March 12, 2020.  Since the date of filing of the Annual Financial Statements, there have no material business developments other than as follows:

• On April 7, 2020, Liberty announced that it had signed a binding amalgamation agreement (the "Definitive Agreement") with DrawDown Detection Inc. ("DrawDown") in connection with its previously proposed reverse takeover announced on January 28, 2020 (the "Proposed RTO").  In accordance with the terms of the Definitive Agreement, Liberty will acquire all of the issued and outstanding securities of DrawDown in exchange for the issuance of Liberty securities.  Full details on the Proposed RTO with DrawDown are contained in the April 7, 2020 news release. In addition, a copy of the Definitive Agreement is available for review at www.sedar.com under Liberty's profile.  Liberty will provide further information on the status of the Proposed RTO as it becomes available.
  
  
• On April 7, 2020, Liberty also announced that its shareholders had approved a continuation of the Company from Ontario, its existing corporate jurisdiction, to British Columbia (the "Continuation"). 
  
  
• On April 7, 2020, the Company also announced that it had entered into a further amendment to its existing License Agreement with Massachusetts Institute of Technology (the "Amendment"). Pursuant to the Amendment, among other matters, the parties have addressed license fees amounts and timeline, a Beta prototype milestone, and sales timeline. A copy of the Amendment is available for review at www.sedar.com under Liberty's profile.
  
  
• On April 7, 2020, Liberty also announced that, due to funding constraints in the current market environment, it had implemented a second round of lay-offs at its Atlanta engineering facility to maintain its core engineering assets moving forward through the Proposed RTO.
  
  
• On May 8, 2020, Liberty announced that, effective May 1, 2020, Aman Bhardwaj assumed the role of Interim CEO and Director of the Company. Mr. Bhardwaj will also continue in his role as COO and President of US Operations, which he has held since inception of the Company.  In connection with the Proposed RTO, Bill Riker, the former CEO, and Damian Towns, the former CFO, agreed to terminate their employment with the Company effective April 30, 2020.  Messrs. Riker and Towns remained directors of the Company however Mr. Towns subsequently resigned from this position on May 12, 2020.

On Behalf of Liberty Defense
Aman Bhardwaj
Interim 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: 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, completion of the Proposed RTO and completion of the Continuation.. 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: failure of the TSX Venture Exchange or Liberty's shareholders to approve the Proposed RTO and failure to satisfy all condtion precedent to the Proposed RTO incluidng, wihtout limiting the generality of the foregoing, failure to complete any necessary financing.  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.

SOURCE Liberty Defense Holdings Ltd.

LIBERTY INVESTOR RELATIONS: Telephone: [phone], Toll-Free: 1-833-923-3334, Email: [email protected]

Related Links

www.libertydefense.com