Mr. Bill Frain reports
LIBERTY ANNOUNCES UP TO $5.2M LIFE FINANCING
Liberty Defense Holdings Ltd. is undertaking a non-brokered private placement of a minimum of 12 million units and up to a maximum of 20 million units of the company at a price of 26 cents per unit for gross proceeds to the company of a minimum of approximately $3.12-million up to a maximum of approximately $5.2-million.
"Following a breakout year for our technologies and a growing backlog, Liberty Defense is launching this latest financing to ensure we can advance our strategic plan and scale to meet rising demand. We remain committed to delivering value through ongoing innovation and next-generation solutions as we continue to gain recognition as a leader in the security and detection market. We sincerely thank our shareholders for their continued confidence and support as we head into 2026," commented Bill Frain, chief executive officer.
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 24 months following the date of closing of the offering. The warrants will be subject to 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 warrants are subject to an accelerated expiry if, any time after the date that is 61 days following the closing date of the offering, the closing price of the common shares on the TSX Venture Exchange or such other market as the common shares may trade from time to time is or exceeds 75 cents for any five consecutive trading days, in which event the holders of the warrant may, at the company's election, be given notice and the company will issue a press release announcing that the warrants will expire five days following the date of such press release. The warrants may be exercised by the holder of the warrant during the five-day period between the date of the press release announcing the accelerated expiry date and the expiration of the warrants.
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 at 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 pay a: (i) a finder's fee equal to up to 7.0 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 24 months from the closing date to acquire that number of common shares equal to 7.0 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 Dec. 19, 2025, and completion of the offering is subject to certain conditions, including, but not limited to, receiving subscriptions for the minimum amount of $3.12-million under the offering and the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
About Liberty Defense Holdings Ltd.
Liberty provides multitechnology security solutions for concealed weapon 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, 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 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.
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