/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC and WILMINGTON, Mass., March 15,
2023 /CNW/ - 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 that it intends to complete a
non-brokered private placement of up to 15,000,000 units of the
Company (the "Units") at an issue price of C$0.20 per Unit, for gross proceeds of up to
C$3 million (the "Offering").
In its discretion, the Company may, in the context of the market,
increase the size of the Offering in accordance with policies of
the TSX Venture Exchange (the "Exchange").
Each Unit will consist 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 will
entitle the holder thereof to acquire, on payment of C$0.30 to the Company, one common share of the
Company (each, a "Warrant Share"), subject to adjustment in
certain circumstances, for a period of 24 months from the closing
date (the "Closing Date"), provided that if, after four
months after the Closing Date, the volume weighted average closing
price of the Common Shares of the Company on the Exchange (or such
other stock exchange on which the Common Shares are traded) is
equal to or greater than C$0.50 for a
period of 5 consecutive trading days, the Company may at its option
elect to accelerate the expiry of the Warrants by providing notice
to the holders thereof within 10 calendar days following the end of
such 5 consecutive trading day period, in which case the Warrants
will expire on the date specified in such notice, which shall be
not less than 30 calendar days following delivery of such
notice.
The net proceeds from the Offering will be used for general
corporate, working capital purposes, and used to fund manufacturing
of units slated for delivery to customers in July of 2023.
"After seven years and over $50m spent on the HEXWAVE technology, we are
pleased to report that we are seeing an incredible amount of
interest from many different market verticals on a global
basis including the corrections market, airports, schools,
corporate security, distribution centers, and other urban
security sectors," said Bill Frain,
CEO of Liberty Defense. "This raise will allow us to fulfil the
orders coming in and to build up an inventory to meet the demand we
are currently seeing. The remainder of 2023 is expected to be
an incredibly transformative time for Liberty as we pivot from
a focus on engineering to one of sales and growth."
Existing shareholders who would like to participate in this
private placement may reach out to the Company
at investors@libertydefense.com to express interest.
In connection with the Offering, the Company may pay finders'
fees in cash or securities, or a combination of both, as permitted
by the policies of the Exchange. If finders' fees are paid in
connection with the Offering, it is expected that any cash finders'
fee will be equal to 7.0% of the proceeds placed by the applicable
finder, and any finder's fee paid in securities (the "Finder's
Warrants") will be equal to 7.0% of the number of Units placed
by the applicable finder. Each Finder's Warrant will be exercisable
for one Common Share (a "Finder's Share") at a price of
C$0.30 per Finder's Share for a
period of 24 months from the Closing Date.
There is no minimum number of Units or minimum aggregate
proceeds required to close the Offering and the Company may, at its
discretion, elect to close the Offering in one or more tranches.
Completion of the Offering remains subject to the receipt of all
necessary regulatory approvals, including the approval of the
Exchange. The securities issued pursuant to the Offering will be
subject to a four-month hold period from the Closing Date.
A portion or all of the Offering may be completed pursuant to
Multilateral CSA Notice 45-313 – Prospectus Exemption for
Distributions to Existing Security Holders ("CSA 45-313")
and the corresponding blanket orders and rules implementing CSA
45-313 in the participating jurisdictions in respect thereof
(collectively with CSA 45-313, the "Existing Security Holder
Exemption"). As at the date hereof, the Existing Security
Holder Exemption is available in each of the provinces of
Canada, with the exception of
Newfoundland and Labrador. Subject to applicable securities
laws, the Company will permit each person or company who, as of
March 15, 2023 (being the record date
set by the Company pursuant to CSA 45-313), holds common shares as
of that date to subscribe for the Units that will be distributed
pursuant to the Offering, provided that the Existing Security
Holder Exemption is available to such person or company. Qualifying
shareholders who wish to participate in the Offering should contact
the Company at the contact information set forth below. In the
event that aggregate subscriptions for Units under the Offering
exceed the maximum number of securities to be distributed, then
Units will be sold to qualifying subscribers on a pro rata basis
based on the number of Units subscribed for. Insiders may
participate in the Offering.
In addition to the Existing Security Holder Exemption, a portion
or all of the Offering may be completed pursuant to Multilateral
CSA Notice 45-318 – Prospectus Exemption for Certain Distributions
through an Investment Dealer ("CSA 45-318") and the
corresponding blanket orders and rule implementing CSA 45- 318 in
the participating jurisdictions in respect thereof (collectively
with CSA 45-318, the "Investment Dealer Exemption"). As at
the date hereof, the Investment Dealer Exemption is available in
each of Alberta, British Columbia, Saskatchewan, Manitoba and New
Brunswick. Pursuant to CSA 45-318, each subscriber relying
on the Investment Dealer Exemption must obtain advice regarding the
suitability of the investment from a registered investment
dealer.
There is no material fact or material change of the Company that
has not been disclosed.
In addition to conducting the Offering pursuant to the Existing
Security Holder Exemption and the Investment Dealer Exemption, the
Offering will also be conducted pursuant to other available
prospectus exemptions.
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 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 Company's ability to complete
the Offering on the terms announced or at all and the 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.