02:46:05 EDT Sat 19 Jul 2025
Enter Symbol
or Name
USA
CA



Liberty Defense Holdings Ltd (3)
Symbol SCAN
Shares Issued 51,976,722
Close 2025-07-08 C$ 0.225
Market Cap C$ 11,694,762
Recent Sedar Documents

Liberty Defense arranges $3.75-million financing

2025-07-08 19:25 ET - News Release

Mr. Bill Frain reports

LIBERTY ANNOUNCES C$3.75 MILLION PRIVATE PLACEMENT OF UNITS

Liberty Defense Holdings Ltd. is undertaking a non-brokered private placement of a minimum of 11,363,636 units and up to a maximum of 17,045,454 units of the company at a price of 22 cents per unit for gross proceeds to the company of a minimum of approximately $2.5-million up to a maximum of approximately $3.75-million.

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 at an exercise price of 35 cents per warrant share from the date that is 61 days after the closing date of the offering until the date that is 12 months following the date of closing of the offering. The warrants will be subject to a 10-per-cent blocker provision that restricts the exercise of any warrants in the event that such exercise would result in the applicable securityholder holding 10 per cent or more of the issued and outstanding common shares at such time.

The offering is being completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions to the Listed Issuer Financing Exemption, to purchasers resident in each of the provinces of Canada, except Quebec. The units issued pursuant to the LIFE will not be subject to a hold period in accordance with applicable Canadian securities laws. There will be an offering document related to the offering that will be available 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.

Upon closing of the offering, the company may: (i) pay a finder's fee equal to up to 6.0 per cent of the aggregate gross proceeds of the offering; and (ii) issue non-transferable warrants of the company, exercisable at any time prior to the date that is 12 months from the closing date to acquire that number of common shares equal to 6.0 per cent of the number of units issued under the offering, at an exercise price of 35 cents, subject to adjustment in certain events.

The company plans to use the proceeds of the offering to purchase inventory to further the production of Hexwave technology units, for investor relations and marketing initiatives, for operating expenses, and for general working capital purposes.

The offering is scheduled to close on or about July 22, 2025, and completion of the offering is subject to certain conditions, including, but not limited to, receiving subscriptions for the minimum amount of $2.5-million under the offering and the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

In addition, pursuant to the company's omnibus long-term incentive plan and subject to regulatory approval, Liberty has granted 250,000 stock options to Jason Burinescu, effective July 2, 2025. Each option is exercisable for one common share in the capital of the company at an exercise price of 24 cents per share until July 2, 2027. The options shall vest and become exercisable as follows: one-fourth on Oct. 2, 2025; one-fourth on Jan. 2, 2026; one-fourth on April 2, 2026; and one-fourth on July 2, 2026. All options are subject to the terms of the company's omnibus long-term incentive plan and applicable securities law hold periods.

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 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.

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