/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, WILMINGTON, Mass and ATLANTA, Oct. 27,
2022 /CNW/ - Liberty Defense Holdings Ltd.
("Liberty" or the "Company") (TSXV: SCAN) (OTCQB:
LDDFF) (FRANKFURT: LD2A), a
leading technology provider of concealed weapons and threat
detection solutions, is pleased to announce that it has closed its
previously announced overnight marketed public offering of
18,691,700 units ("Units") at a price of C$0.275 per Unit (the "Offering Price")
for gross proceeds of approximately C$5,140,218 (the "Offering").
Canaccord Genuity Corp. (the "Lead Underwriter") acted as
lead underwriter and sole bookrunner under the Offering on behalf
of a syndicate of underwriters (the "Underwriters").
Each Unit consists of one common share of the Company (each, a
"Common Share") and one-half of one common share purchase
warrant (each whole warrant, a "Warrant"). Each Warrant
entitles the holder thereof to acquire, upon payment of
C$0.50 to the Company, one common
share of the Company, subject to adjustment in certain
circumstances, until October 27,
2027.
As partial compensation for services rendered in connection with
the Offering, the Company issued to the Underwriters an aggregate
of 1,446,736 non-transferable compensation warrants (the
"Compensation Warrants"). Each Compensation Warrant entitles
the holder thereof to acquire, on payment of C$0.275 to the Company, one common share of the
Company, subject to adjustment in certain circumstances, until
October 27, 2027. As additional
compensation for the services of the Underwriters in connection
with the Offering, the Company paid to the Underwriters a cash
commission equal to 8.0% of the gross proceeds of the Offering
(subject to a reduced cash commission of 2.0% in the case of
subscribers identified on the President's List). In addition, the
Company agreed to pay to the Lead Underwriter a C$150,000 corporate finance fee, of which
C$50,000 was satisfied by a cash
payment and C$100,000 was satisfied
by the issuance of 363,636 common shares of the Company to the Lead
Underwriter at a deemed price of C$0.275 per share.
In addition to the Offering, the Company completed a concurrent
private placement offering (the "Private Placement") of
475,000 units of the Company (the "Private Placement Units")
at the Offering Price for gross proceeds of approximately
C$130,625. The Private Placement
Units have the same terms as the Units.
All securities issued in connection with the Private Placement
are subject to a statutory hold period expiring February 28, 2023 in accordance with applicable
securities legislation.
The Company plans to use the proceeds of the Offering and the
Private Placement to procure inventory for the commercial release
of the HEXWAVE technology in the first half of 2023, to meet market
demand. This follows the successful launch of the Beta trials that
will continue through the end of 2022.
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.
On Behalf of Liberty
Bill Frain
CEO & Director
About Liberty
Liberty (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 use of proceeds of the
Offering and the Private Placement. Such statements and information
reflect the current view of Liberty. 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.