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UNITED STATES/
VANCOUVER, BC and WILMINGTON, Mass., Nov. 28,
2024 /CNW/ - November 28, 2024 – 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 a proposed
non-brokered private placement of up to 25,000,000 units of the
Company (the "Units") at $0.32
per Unit for gross proceeds of up to $8,000,000 (the "Offering").
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.
Bill Frain stated, "Nearly four
years after going public and securing over $40 million to advance HEXWAVE technology - from
patents to commercialization - we are now shifting our focus from
engineering to scaling Liberty into a global leader in security.
Our top priorities are to expand our customer base, accelerate
deployments, and strengthen partnerships across key verticals. This
latest offering empowers our team at Liberty to expedite our roll
out of HEXWAVE and TSA funded High Definition Advance Imaging
Technology, both AI empowered technologies which are designed to
protect critical infrastructure from emerging threats."
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.
Finder's fees may be payable in connection with the completion
of the Offering in accordance with TSXV policies. The net
proceeds of the Offering are expected to be utilized by the Company
for general corporate and working capital purposes.
Concurrent with the Offering, the Company also intends to settle
a total of up to $500,000 of
indebtedness with certain creditors (the "Shares for Debt
Settlement") by issuing up to 1,562,500 Shares at a deemed
price of $0.32 per Share.
All securities issued in connection with closing of each of the
Offering and Shares for Debt Settlement will be subject to a
statutory hold period of four months plus a day from the date of
issuance of the Units or Shares, as applicable, in accordance with
applicable securities legislation.
Closing of the Offering is subject to a number of conditions,
including receipt of all necessary corporate and regulatory
approvals, including that of the TSXV.
The securities offered have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent
registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any State in which such an offer,
solicitation or sale would be unlawful.
The Company would like to confirm that there are 16,764,347
common shares outstanding as a result of the consolidation of its
common shares prior to any issuances from the Offering or the
Shares for Debt Settlement announced today.
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 closing of the Offering and
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.