/THIS NEWS RELEASE IS INTENDED FOR
DISTRIBUTION IN CANADA ONLY AND IS
NOT INTENDED FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC and WILMINGTON, Mass., Feb. 28,
2025 /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 priced its
previously announced overnight marketed offering (the
"Offering") of units (the "Units") of the
Company.
Pursuant to the Offering, the Company intends to issue 3,031,000
Units at a price of $1.65 per Unit
(the "Offering Price") for gross proceeds of approximately
$5 million. 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 be exercisable to acquire
one Common Share at a price of $2.05
for a period of 24 months from the closing of the Offering.
The Offering is expected to be completed pursuant to an
underwriting agreement (the "Underwriting Agreement")
entered into between the Company and Canaccord Genuity Corp.
("Canaccord Genuity" or the "Underwriter"). The
Company has agreed to pay the Underwriter a cash commission equal
to 6.0% of the gross proceeds of the Offering (including on
exercise of the Over-Allotment Option (as defined below)), and to
issue that number of compensation warrants equal to 6.0% of the
number of Units sold under the Offering (including on exercise of
the Over-Allotment Option) (each a "Compensation Warrant").
Each Compensation Warrant will be exercisable to purchase one
Common Share for a period of 24 months from closing of the Offering
(including on exercise of the Over-Allotment Option) at an exercise
price equal to the Offering Price. The Company will pay the
Underwriter, on closing of the Offering, a corporate finance fee in
cash, equal to 1% of the gross proceeds of the Offering (including
on exercise of the Over-Allotment Option), and in warrants by
issuing to the Underwriter the additional number of Compensation
Warrants equal to 1% of the aggregate number of Units issued
pursuant to the Offering (including on exercise of the
Over-Allotment Option).
The Company has granted the Underwriter an over-allotment option
(the "Over-Allotment Option") exercisable, in whole or in
part, in the sole discretion of the Underwriter, to purchase up to
an additional 15% of the number of Units sold pursuant to the
Offering for up to 30 days following the closing of the Offering,
for market stabilization purposes and to cover over-allotments, if
any. The Over-Allotment Option will be exercisable to acquire
Units, Common Shares, and/or Warrants (or any combination thereof)
at the discretion of the Underwriter.
The net proceeds from the Offering are expected to be used for
business development and marketing expansion, manufacturing and
supply chain optimization, sustaining engineering, R&D and
product innovation, G&A and working capital.
The Offering is expected to close on or about March 20, 2025, or such other date as agreed to
between the Company and the Underwriter, and is subject to certain
closing conditions, including the receipt of all necessary
regulatory approvals and the acceptance of the TSX Venture
Exchange.
The Units to be issued pursuant to the Offering will be offered
by way of a short form prospectus in each of the provinces of
Canada, other than Quebec and by way of a private placement in
the United States, and in those
jurisdictions outside of Canada
and the United States which are
agreed to by the Company and the Underwriter, where the Units can
be issued on a private placement basis, exempt from any prospectus,
registration or other similar requirements.
The Company will file today an amended and restated preliminary
short form prospectus in each of the provinces of Canada, except Quebec, amending and restating the preliminary
short form prospectus filed on February 27,
2025, to reflect the terms of the Offering (the "AR
Preliminary Prospectus"). There will not be any sale of Units
until a receipt for the final short form prospectus has been
issued. The AR Preliminary Prospectus will be available under
the Company's profile on SEDAR+ at www.sedarplus.ca, Alternatively,
the AR Preliminary Prospectus may be obtained from Canaccord
Genuity at ecm@cgf.com. The AR Preliminary Prospectus will contain
important detailed information about the Company and the proposed
Offering. Prospective investors should read the AR Preliminary
Prospectus and the other documents the Company has filed on SEDAR+
at www.sedarplus.ca before making an investment decision.
The securities referred to in this news release have not
been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "U.S. Securities Act"), or any U.S. state
securities laws, and may not be offered or sold in the United States or to, or for the account or
benefit of, U.S. persons absent registration or exemptions from the
registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws. This news release shall not constitute
an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. "United States" and "U.S. person" have the respective
meanings ascribed to them in Regulation S under the U.S. Securities
Act.
On Behalf of Liberty Defense
Bill Frain
CEO & Director
About Liberty Defense
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
For further information about Liberty, please
contact:
Jay Adelaar
Senior Vice President of Capital Markets
604-809-2500
jay@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 terms, price, size, use of
proceeds, receipt of corporate and regulatory approvals, filing of
the AR Preliminary Prospectus and a final prospectus, and closing
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.
