Liberty Announces Proposed Private Placement

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VANCOUVER, BC and WILMINGTON, Mass., Nov. 28, 2024 /CNW/ - November 28, 2024 – Liberty Defense Holdings Ltd. ("Liberty" or the "Company") (TSXV: SCAN) (OTCQB: LDDFF) (FRANKFURT: LD2A), a leading technology provider of AI-based next generation detection solutions for concealed weapons and threats, is pleased to announce a proposed non-brokered private placement of up to 25,000,000 units of the Company (the "Units") at $0.32 per Unit for gross proceeds of up to $8,000,000 (the "Offering"). 

Each Unit will consist of one common shares (a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant").  Each Warrant will entitle the holder to purchase one additional Share at a price of $0.55 for a period of 24 months from the closing of the Offering.

Bill Frain stated, "Nearly four years after going public and securing over $40 million to advance HEXWAVE technology - from patents to commercialization - we are now shifting our focus from engineering to scaling Liberty into a global leader in security. Our top priorities are to expand our customer base, accelerate deployments, and strengthen partnerships across key verticals. This latest offering empowers our team at Liberty to expedite our roll out of HEXWAVE and TSA funded High Definition Advance Imaging Technology, both AI empowered technologies which are designed to protect critical infrastructure from emerging threats."

The Warrants are subject to an accelerated expiry if, any time after the closing date of the Offering, the closing price of the Shares on the TSX Venture Exchange ("TSXV"), or such other market as the Shares may trade from time to time, is or exceeds $0.70 for any five (5) consecutive trading days, in which event the holders of the Warrant may, at the Company's election, be given notice and the Company will issue a press release announcing that the Warrants will expire 5 days following the date of such press release. The Warrants may be exercised by the holder of the Warrant during the 5-day period between the date of the press release announcing the accelerated expiry date and the expiration of the Warrants. 

Finder's fees may be payable in connection with the completion of the Offering in accordance with TSXV policies.  The net proceeds of the Offering are expected to be utilized by the Company for general corporate and working capital purposes.

Concurrent with the Offering, the Company also intends to settle a total of up to $500,000 of indebtedness with certain creditors (the "Shares for Debt Settlement") by issuing up to 1,562,500 Shares at a deemed price of $0.32 per Share.

All securities issued in connection with closing of each of the Offering and Shares for Debt Settlement will be subject to a statutory hold period of four months plus a day from the date of issuance of the Units or Shares, as applicable, in accordance with applicable securities legislation.

Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including that of the TSXV.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such an offer, solicitation or sale would be unlawful.

The Company would like to confirm that there are 16,764,347 common shares outstanding as a result of the consolidation of its common shares prior to any issuances from the Offering or the Shares for Debt Settlement  announced today.

On Behalf of Liberty Defense

Bill Frain
CEO & Director

About Liberty Defense

Liberty Defense (TSXV: SCAN, OTCQB: LDDFF, FRANKFURT: LD2A) provides multi-technology security solutions for concealed weapons detection in high volume foot traffic areas and locations requiring enhanced security such as airports, stadiums, schools, and more. Liberty's HEXWAVE product, for which the company 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, provides discrete, modular, and scalable protection to provide layered, stand-off detection capability of metallic and non-metallic weapons. Liberty has also recently licensed the millimeter wave-based, High-Definition Advanced Imaging Technology (HD-AIT) body scanner and shoe scanner technologies as part of its technology portfolio. 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, the closing of the Offering and use of proceeds of the Offering. 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: 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 development, 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.

SOURCE Liberty Defense Holdings, Ltd.

For further information about Liberty, please contact: Jay Adelaar, Senior Vice President of Capital Markets, Email: [email protected], Tel: [phone]