Mr. Bill Frain reports

LIBERTY ANNOUNCES CLOSING OF SECOND TRANCHE OF PRIVATE PLACEMENT OF UNITS

Liberty Defense Holdings Ltd., further to its news releases of March 15, 2023, and April 17, 2023, has closed the second tranche of its non-brokered private placement private placement of units of the company.

In connection with the second tranche, the company issued a total of 2.03 million units at an issue price of 20 cents per unit, for gross proceeds of approximately $406,000. Together with the first tranche of the offering, the company has, in the aggregate, issued a total of 8,737,061 units and raised total gross proceeds of approximately $1,747,412 under the offering.

Each unit issued in the second tranche consists of one common share in the capital of the company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to acquire, on payment of 30 cents to the company, one common share of the company, subject to adjustment in certain circumstances, until May 11, 2025, provided that if, after four months after the date of closing, the volume weighted average closing price of the common shares of the company on the TSX Venture Exchange (or such other stock exchange on which the common shares are traded) is equal to or greater than 50 cents for a period of five consecutive trading days, the company may at its option elect to accelerate the expiry of the warrants by providing notice to the holders thereof within 10 calendar days following the end of such five-consecutive-trading-day period, in which case the warrants will expire on the date specified in such notice, which shall be not less than 30 calendar days following delivery of such notice.

The net proceeds from the offering will be used for general corporate and working capital purposes, and used to finance manufacturing of units slated for delivery to customers in July of 2023.

In connection with the second tranche, the company paid cash finders' fees totalling $27,790 and issued 138,950 finders' warrants to certain qualified arm's-length finders. Each finder's warrant is exercisable for one common share at a price of 30 cents per finder's share until May 11, 2025. Together with the first tranche of the offering, the company has, in the aggregate, paid cash finders' fees totalling $72,840 and issued 354,200 finders' warrants under the offering.

All securities issued pursuant to the second tranche are subject to a four-month hold period from the date of closing. The company has received conditional acceptance of the offering from the TSX Venture Exchange. The offering is subject to final acceptance by the TSX Venture Exchange upon filing of final documentation.

The TSX Venture Exchange has granted an extension until May 31, 2023, for the completion of any subsequent tranches of the offering. The company expects to close a third tranche of the offering in the coming weeks.

About Liberty Defense Holdings Ltd.

Liberty Defense provides multitechnology 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 licence from Massachusetts Institute of Technology (MIT) as well as a technology transfer agreement for patents related to active 3-D 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.

We seek Safe Harbor.