/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC and WILMINGTON, Mass., Oct. 5, 2023
/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 has closed the brokered private placement of
17,827,635 units (the "Units") of the Company at the price
of C$0.20 per Unit for gross proceeds
of $3,565,527 (the
"Offering"), which was previously announced on September 7, 2023 and September 29, 2023.
Canaccord Genuity Corp. (the "Lead Agent") acted as agent
and sole bookrunner under the Offering on behalf of a syndicate of
agents that included PI Financial Corp. and Research Capital
Corporation (together with the Lead Agent, the
"Agents").
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") until October 5, 2026 at
the exercise price of C$0.30 per
Warrant Share.
The Offering was completed pursuant to the listed issuer
financing exemption under Part 5A of National Instrument 45-106 -
Prospectus Exemptions, accordingly, the securities issued in
the Offering are not subject to a hold period in accordance with
applicable Canadian securities laws. There is an offering document
(the "Offering Document") related to the Offering that can
be accessed 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.
In connection with the Offering, the Company paid to the Agents:
(i) a cash commission of C$121,445.54; (ii) 607,228 non-transferrable
warrants of the Company exercisable at any time until October 5, 2026 to acquire one Common Share at an
exercise price of C$0.20, subject to
adjustment in certain events; (iii) a corporate finance fee of
C$150,000 of which $50,000 was paid in cash and C$100,000 was paid by the issuance of 500,000
Common Shares issued at the deemed price of C$0.20 per Common Share; and (iv) the Agents'
out-of-pocket expenses, including legal fees.
The Company plans to use the proceeds of this financing to
further the production of HEXWAVE technology to support the
increase in demand for the product and deliver units in backlog to
customers.
Insiders of the Company participated in the Offering for
C$80,000, and such Units issued to
insiders are subject to a four month hold period pursuant to
applicable policies of the TSX Venture Exchange. The issuance of
Units to insiders is 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.
The securities issued pursuant to the Offering 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. Accordingly, the securities issued pursuant to the
Offering may not be offered or sold within the United States unless registered under the
U.S. Securities Act and applicable state securities laws or
pursuant to an exemption from the registration requirements of the
U.S. Securities Act and applicable state securities laws. This news
release does not constitute an offer to sell or a solicitation of
any offer to buy any securities of the Company in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
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 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.