/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC and WILMINGTON, Mass., Dec. 19,
2024 /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 the closing of the private
placement announced on November 28,
2024. The Company has issued 25,000,000 units (the
"Units") at $0.32 per Unit for
gross proceeds of $8,000,000 (the
"Offering").
Bill Frain, CEO of Liberty
commented; "We are excited by the very robust investor demand for
this offering from both our current and new investors, along with
leading institutional partners. The Company has experienced a
significant transformation, and with our new capital structure and
the successful completion of our growth equity financing of
$8,000,000, Liberty is better
positioned than ever to seize the exciting customer demand
opportunities ahead in 2025 and beyond as we continue to scale our
platform by protecting critical assets against emerging threats
globally.
The Company plans to use the proceeds from the Offering to
fulfill existing orders, scale within current customer bases, drive
the global commercial roll-out and business development of its
flagship AI-driven HEXWAVE technology. The Company will be
finalizing the development of the Transportation Security Agency
(TSA) funded High Definition-AIT program with the intent to install
in airports, in addition to supporting general corporate
purposes.
All securities issued in connection with closing of the Offering
will be subject to a statutory hold period of four months plus a
day from the date of issuance of the Units in accordance with
applicable securities legislation.
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.
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.
In connection with the closing of the Offering, the Company paid
an aggregate of $400,339.52 for
finder's fees and issued 1,251,062 finder's warrants (the
"Finder's Warrants") to certain arm's length finders,
including Canaccord Genuity Corp., Ventum Financial Corp., Haywood
Securities Inc. and Research Capital Corporation, who assisted in
introducing subscribers to the Offering. Each Finder's Warrant is
exercisable for one Share at the exercise price of $0.55 for a period of 24 months.
As previously announced on November 28,
2024, concurrent with the Offering, the Company has agreed
to settle a total of approximately $500,000 of indebtedness with a certain creditor
(the "Debt Settlement") by issuing 1,562,500 units (the
"Debt Settlement Units") at a deemed price of $0.32 per Debt Settlement Unit. The Debt
Settlement Units shall have the same terms as the Units. The
Closing of the Debt Settlement is subject to a number of
conditions, including receipt of corporate and regulatory
approvals, including that of the TSXV. The Debt Settlement Units
will be subject to a four month and one day statutory hold
period.
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 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.