Mr. Bill Frain reports

LIBERTY ANNOUNCES LISTED ISSUER FINANCING EXEMPTION (LIFE) PRIVATE PLACEMENT OF UNITS

Liberty Defense Holdings Ltd. has entered into an engagement letter agreement with Canaccord Genuity Corp. pursuant to which the lead agent, on behalf of a syndicate of agents, will act as lead agent for the company on a commercially reasonable efforts agency basis in connection with a private placement of a minimum of 10 million up to a maximum of 25 million units of the company at a price of 20 cents per unit for gross proceeds to the company of a minimum of $2-million up to a maximum of $5-million. 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.

Each unit will consist of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share of the company for a period of 36 months following the closing date of the offering at an exercise price of 30 cents per warrant share.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 -- Prospectus Exemptions, 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 securities offered under the exemption will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document related to the offering that can be accessed under the company's profile at SEDAR+ and on the company's website.

Upon closing of the offering, the company shall pay to the agents: (i) a cash commission equal to up to 7.0 per cent of the aggregate gross proceeds of the offering payable in cash (subject to a reduced fee of 2.0 per cent for president's list purchasers); (ii) non-transferrable warrants of the company exercisable at any time prior to the date that is 36 months from the closing date to acquire that number of common shares equal to 7.0 per cent of the number of units (reduced to 2.0 per cent for president's list purchasers) issued under the offering, at an exercise price equal to the offering price, subject to adjustment in certain events; and (iii) a corporate finance fee payable to the lead agent, with a portion payable in an amount equal to 1.0 per cent of the gross proceeds of the offering in cash, and a portion payable in an amount equal to 1.0 per cent of the gross proceeds of the offering payable in common shares issued at the offering price.

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 Sept. 28, 2023, and completion of the offering is subject to certain conditions including, but not limited to, receiving subscriptions for the minimum amount of $2-million under the offering, the entering into of a definitive agency agreement between the company and the agents with respect to the offering and the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

It is anticipated that insiders of the company may participate in the offering for up to $64,000, and such units issued to insiders will be subject to a four month hold period pursuant to applicable policies of the TSX-V. The issuance of units to insiders will be considered a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to Section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to Section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 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 discreet, 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.