Mr. Bill Frain reports

LIBERTY ANNOUNCES CLOSING OF THIRD AND FINAL TRANCHE OF PRIVATE PLACEMENT OF UNITS

Further to its news releases of March 15, 2023, April 17, 2023, May 11, 2023, and May 31, 2023, Liberty Defense Holdings Ltd. has closed the third tranche of its non-brokered private placement of units of the company.

In connection with the third tranche, the company issued a total of 1,525,000 units at an issue price of 20 cents per unit, for gross proceeds of approximately $305,000. Together with the first and second tranches of the offering, the company has, in the aggregate, issued a total of 10,261,061 units and raised total gross proceeds of approximately $2,052,212 under the offering.

Each unit issued in the third tranche consists of one common share of the company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to acquire, on payment 30 cents to the company, one common share of the company, subject to adjustment in certain circumstances, until June 8, 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, working capital purposes and used to finance manufacturing of units slated for delivery to customers in July of 2023.

In connection with the third tranche, the company paid cash finders' fees totalling C$18,550 and issued 92,750 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 June 8, 2025. Together with the first and second tranches of the offering, the company has, in the aggregate, paid cash finders' fees totalling $89,390 and issued 446,950 finders' warrants under the offering.

All securities issued pursuant to the third 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.

Daryl Rebeck, executive chairman of the company, purchased an aggregate of 500,000 units in the offering for gross proceeds of $100,000. The participation by Mr. Rebeck in the offering constituted a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The related party transaction was exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in sections 5.5(a) and 5.7(1) of MI 61-101, as neither the fair market value of the gross securities issued under the offering nor the consideration paid by the insiders exceeded 25 per cent of the company's market capitalization.

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, standoff detection capability of metallic and non-metallic weapons. Liberty has also recently licensed the millimetre-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.