Stockwatch

Liberty Defense Holdings Ltd (2)
Symbol	SCAN
Shares Issued	125,575,467
Close 2023-06-08	C$ 0.15
Market Cap	C$ 18,836,320
Recent Sedar+ Documents

Liberty Defense closes $2.05-million private placement

2023-06-08 18:45 ET - News Release

Liew Subject: FW: LIBERTY DEFENSE - ORDER BOOK - 3rd tranche Word Document File: '\\swfile\EmailIn\20230608 153440 Attachment LDH - News Release Announcing Closing of Third Tranche of Non-Brokered Unit Private Placement (2023).DOCX' - 2 - LEGAL_41592990.2 LEGAL_41592990.2 Liberty Announces Closing of Third and Final Tranche of Private Placement of Units NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES Vancouver, BC and Wilmington, MA - June 8, 2023 - Liberty Defense Holdings Ltd. ("Liberty" or the "Company") (TSXV: SCAN, OTCQB: LDDFF, FRANKFURT: LD2A), a leading technology provider of AI-based next generation detection solutions for concealed weapons and threats, is pleased to announce that, further to its news releases of March 15, 2023, April 17, 2023, May 11, 2023 and May 31, 2023, it has closed the third tranche (the "Third Tranche") of its non-brokered private placement (the "Offering") of units of the Company (the "Units"). In connection with the Third Tranche, the Company issued a total of 1,525,000 Units at an issue price of C$0.20 per Unit, for gross proceeds of approximately C$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 C$2,052,212 under the Offering. Each Unit issued in the Third Tranche consists 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 entitles the holder thereof to acquire, on payment of C$0.30 to the Company, one common share of the Company (each, a "Warrant Share"), 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 C$0.50 for a period of 5 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 5 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 fund 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 finder's warrants (the "Finder's Warrants") to certain qualified arm's length finders. Each Finder's Warrant is exercisable for one Common Share (a "Finder's Share") at a price of C$0.30 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 C$89,390 and issued 446,950 Finder's 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 ("MI 61-101"). 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% of the Company's market capitalization. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws, and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This press release is not for distribution to U.S. newswire services nor for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws. On Behalf of Liberty Defense Bill Frain CEO & Director About Liberty Defense Liberty Defense (TSXV: SCAN, OTCQB: LDDFF, FRANKFURT: LD2A) 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 Email: jay@libertydefense.com Tel: 604-809-2500 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 use of proceeds of the Offering the receipt of TSX Venture Exchange final approval. 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. PDF Document File: Attachment Liberty_NR_8June2023.pdf Liberty Announces Closing of Third and Final Tranche of Private Placement of Units NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES Vancouver, BC and Wilmington, MA June 8, 2023 Liberty Defense Holdings Ltd. ("Liberty" or the "Company") (TSXV: SCAN, OTCQB: LDDFF, FRANKFURT: LD2A), a leading technology provider of AI- based next generation detection solutions for concealed weapons and threats, is pleased to announce that, further to its news releases of March 15, 2023, April 17, 2023, May 11, 2023 and May 31, 2023, it has closed the third tranche (the "Third Tranche") of its non-brokered private placement (the "Offering") of units of the Company (the "Units"). In connection with the Third Tranche, the Company issued a total of 1,525,000 Units at an issue price of C$0.20 per Unit, for gross proceeds of approximately C$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 C$2,052,212 under the Offering. Each Unit issued in the Third Tranche consists 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 entitles the holder thereof to acquire, on payment of C$0.30 to the Company, one common share of the Company (each, a "Warrant Share"), 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 C$0.50 for a period of 5 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 5 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 fund 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 finder's warrants (the "Finder's Warrants") to certain qualified arm's length finders. Each Finder's Warrant is exercisable for one Common Share (a "Finder's Share") at a price of C$0.30 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 C$89,390 and issued 446,950 Finder's 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 ("MI 61-101"). 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% of the Company's market capitalization. - 2 - This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws, and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This press release is not for distribution to U.S. newswire services nor for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws. On Behalf of Liberty Defense Bill Frain CEO & Director About Liberty Defense Liberty Defense (TSXV: SCAN, OTCQB: LDDFF, FRANKFURT: LD2A) 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 Email: jay@libertydefense.com Tel: 604-809-2500 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 use of proceeds of the Offering the receipt of TSX Venture Exchange final approval. 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 - 3 - 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.