14:59:06 EST Sat 13 Dec 2025
Enter Symbol
or Name
USA
CA



Liberty Defense Holdings Ltd (3)
Symbol SCAN
Shares Issued 77,398,773
Close 2025-12-12 C$ 0.235
Market Cap C$ 18,188,712
Recent Sedar Documents

Liberty Defense decreases private placement

2025-12-12 17:29 ET - News Release

Mr. Bill Frain reports

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

Liberty Defense Holdings Ltd. is amending the terms of its non-brokered private placement previously announced on Dec. 2, 2025. The amended offering will be for a minimum of 5,769,230 units and up to a maximum of 11,538,461 units at a price of 26 cents per unit for minimum gross proceeds of approximately $1.5-million up to maximum gross proceeds of approximately $3-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 24 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 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 is an offering document related to the offering 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 (i): pay 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 $1.5-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.

We seek Safe Harbor.

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