Liberty Announces Pricing and Terms of Overnight Marketed Offering of Units

/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 [email protected]. 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
[email protected] 

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.