/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES
OR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC and WILMINGTON,
Mass., Dec. 29, 2023 /CNW/ - December 29, 2023 – Liberty Defense Holdings
Ltd. ("Liberty" or the "Company") (TSXV: SCAN),
a leading technology provider of AI-based next generation detection
solutions for concealed weapons and threats, is pleased to announce
that it is amending the terms of its non-brokered private placement
(the "Offering") previously announced on December 6, 2023. The amended Offering will be
for up to 7,866,666 units (the "Units") of the Company at a
price of C$0.15 per Unit (the
"Offering Price") for gross proceeds to the Company of up to
$1,180,000.
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 has been structured to take advantage of the listed
issuer financing exemption
whereby securities of the Company
issued pursuant to the Offering
will be freely tradeable equity securities not
subject to any hold period (see below).
Subject to compliance with applicable regulatory requirements
and in accordance with National Instrument 45-106 - Prospectus
Exemptions ("NI 45-106"), the Offering is being made to
purchasers resident in each of the Provinces of Canada, except Quebec, pursuant to the listed issuer
financing exemption under Part 5A of NI 45-106 (the
"Exemption"). The securities offered under the Exemption
will not be subject to a hold period in accordance with applicable
Canadian securities laws. There is a second amended and restated
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.
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.
The Offering is scheduled to close on or about January 31, 2024 (the "Closing Date") and
completion of the Offering is subject to certain conditions
including the approval of the TSX Venture Exchange.
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
United States Securities Act of 1933, as
amended, 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 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.