/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC and WILMINGTON, Mass., Oct. 28,
2024 /CNW/ - Liberty Defense Holdings Ltd.
("Liberty" or the "Company") (TSXV: SCAN) (OTCQB:
LDDFF) (FRANKFURT: LD2), a leading technology provider of AI-based
next generation detection solutions for concealed weapons and
threats, is pleased to announce that it is undertaking a
non-brokered LIFE offering of a minimum of 7,500,000 units (the
"Units") and up to a maximum of 24,870,000 Units of the
Company at a price of C$0.10 per Unit
(the "Offering Price") for gross proceeds to the Company of
a minimum of C$750,000 up to a
maximum of $2,487,000 (the
"Offering").
Each Unit will consist of one common share in the capital of the
Company (a "Common Share") and one Common Share purchase
warrant (a "Warrant"). Each Warrant will entitle the holder
thereof to purchase one Common Share of the Company (a "Warrant
Share") for a period of 36 months following the closing date of
the Offering at an exercise price of C$0.20 per Warrant Share.
The Offering is being completed pursuant to the listed issuer
financing exemption under Part 5A of National Instrument 45-106 -
Prospectus Exemptions ("NI 45-106") to purchasers
resident in each of the Provinces of Canada, except Quebec. The Securities issued pursuant to the
LIFE Offering will not be subject to a hold period in accordance
with applicable Canadian securities laws. There will be an offering
document related to the LIFE Offering that will be available under
the Company's profile at www.sedarplus.ca and on the Company's
website at: www.libertydefense.com. Prospective investors should
read this offering document before making an investment
decision.
Upon closing of the Offering, the Company may pay a (i) a
finder's fee equal to up to 7.0% of the aggregate gross proceeds of
the Offering and (ii) issue non-transferrable warrants of the
Company exercisable at any time prior to the date that is 36 months
from the Closing Date to acquire that number of Common Shares equal
to 7.0% of the number of Units issued under the Offering, at an
exercise price equal to the Offering Price, subject to adjustment
in certain events.
The Company plans to use the proceeds of the Offering to further
the production of HEXWAVE technology to support the increase in
demand for the product and deliver units in backlog to customers
and for general corporate purposes.
The Offering is expected to close on or about November 8, 2024 (the "Closing Date") and
completion of the Offering is subject to certain conditions
including, but not limited to, receiving subscriptions for the
minimum amount of C$750,000 under the
Offering and the receipt of all necessary approvals, including the
approval of the TSX Venture Exchange (the "TSXV").
It is anticipated that insiders of the Company may participate
in the Offering for up to $150,000,
and such Units issued to insiders will be subject to a four month
hold period pursuant to applicable policies of the TSXV. The
issuance of Units to insiders will be considered a "related party
transaction" within the meaning of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Company is relying on
exemptions from the formal valuation requirements of MI 61-101
pursuant to section 5.5(a) and the minority shareholder approval
requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect
of such insider participation as the fair market value of the
transaction, insofar as it involves interested parties, does not
exceed 25% of the Company's market capitalization.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor shall there be any sale
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities being
offered have not been, nor will they be, registered under the 1933
Act or under any U.S. state securities laws, and may not be offered
or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the 1933 Act, as amended, and
applicable state securities laws.
On Behalf of Liberty
Bill Frain
CEO & Director
About Liberty
Liberty (TSXV: SCAN, OTCQB: LDDFF, FRANKFURT: LD2) 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 obtain
subscriptions for the minimum amount of C$2,000,000 under the Offering, the Company's
ability to complete the Offering on the terms and on the proposed
closing timeline announced or at all and the use of proceeds of the
Offering. 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.
