Mr. Bill Frain reports

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

Liberty Defense Holdings Ltd. has closed the brokered private placement of 17,827,635 units of the company at the price of 20 cents per unit for gross proceeds of $3,565,527, which was previously announced on Sept. 7, 2023, and Sept. 29, 2023.

Canaccord Genuity Corp. (the lead agent) acted as agent and sole bookrunner under the offering on behalf of a syndicate of agents, which included PI Financial Corp. and Research Capital Corp.

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 until Oct. 5, 2026, at the exercise price of 30 cents per warrant share.

The offering was completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, accordingly, the securities issued in the offering are not 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 on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

In connection with the offering, the company paid to the agents: (i) a cash commission of $121,445.54; (ii) 607,228 non-transferable warrants of the company, exercisable at any time until Oct. 5, 2026, to acquire one common share at an exercise price of 20 cents, subject to adjustment in certain events; (iii) a corporate finance fee of $150,000, of which $50,000 was paid in cash and $100,000 was paid by the issuance of 500,000 common shares issued at the deemed price of 20 cents per common share; and (iv) the agents' out-of-pocket expenses, including legal fees.

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.

Insiders of the company participated in the offering for $80,000 and such units issued to insiders are subject to a four-month hold period pursuant to applicable policies of the TSX Venture Exchange. The issuance of units to insiders is 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 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 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.