06:13:28 EDT Fri 31 Mar 2023
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or Name

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Liberty Defense Holdings Ltd (2)
Symbol SCAN
Shares Issued 63,993,345
Close 2022-02-14 C$ 0.34
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Liberty Defense arranges $6.6-million private placement

2022-02-14 16:57 ET - News Release

Mr. Bill Frain reports


Liberty Defense Holdings Ltd. has entered into an agreement with Canaccord Genuity Corp. as lead agent, on behalf of a syndicate of agents, in connection with a commercially reasonable best effort brokered private placement of up to 20 million units of the company at a price of 33 cents per unit for aggregate gross proceeds of up to $6.6-million. There is no minimum number of units or minimum aggregate proceeds required to close the offering, and the company may, at its discretion, elect to close the offering in one or more tranches.

Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to acquire, on payment of 50 cents to the company, one common share of the company, subject to adjustment in certain circumstances, for a period of 24 months from the closing date.

The offering will be conducted pursuant to the terms of an agency agreement to be entered into between the company and the agents on or prior to the closing date. The company has agreed to pay the agents a cash fee equal to 8.0 per cent of the gross proceeds of the offering (or 2.0 per cent in the case of subscribers identified on the company's president's list) and to issue that number of compensation warrants equal to 8.0 per cent of the number of units sold under the offering (or 2 per cent in the case of subscribers identified on the company's president's list). Each compensation warrant will be exercisable to purchase one common share for a period of 24 months from the closing date at an exercise price of 33 cents. In addition, the company has agreed to pay the lead agent a $150,000 corporate finance fee, of which $50,000 will be paid in cash and $100,000 will be paid in common shares at a deemed price of 33 cents per share.

The company has granted the agents an option to increase the size of the offering by up to 15 per cent, exercisable at the discretion of the agents, in whole or in part, at any time up to 48 hours prior to the closing date.

The net proceeds from the offering are intended to finance the further enhancement and commercialization of the company's Hexwave technology, as well as development of the latest technology exclusively licensed to the company from the Pacific Northwest National Laboratory for aviation checkpoints. The securities issued pursuant to the offering will be subject to a four-month hold period from the closing date. Completion of the offering remains subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

A portion or all of the offering may be completed pursuant to Multilateral CSA Notice 45-313 (Prospectus Exemption for Distributions to Existing Security Holders) and the corresponding blanket orders and rules implementing CSA 45-313 in the participating jurisdictions in respect thereof. As at the date hereof, the existing securityholder exemption is available in each of the provinces of Canada, with the exception of Newfoundland and Labrador. Subject to applicable securities laws, the company will permit each person or company who, as of Feb. 14, 2022 (being the record date set by the company pursuant to CSA 45-313), holds common shares as of that date to subscribe for the units that will be distributed pursuant to the offering, provided that the existing securityholder exemption is available to such person or company. Qualifying shareholders who wish to participate in the offering should contact the company. In the event that aggregate subscriptions for units under the offering exceed the maximum number of securities to be distributed, then units will be sold to qualifying subscribers on a pro rata basis based on the number of units subscribed for. Insiders may participate in the offering.

In addition to the existing securityholder exemption, a portion or all of the offering may be completed pursuant to Multilateral CSA Notice 45-318 (Prospectus Exemption for Certain Distributions through an Investment Dealer) and the corresponding blanket orders and rule implementing CSA 45-318 in the participating jurisdictions in respect thereof. As at the date hereof, the investment dealer exemption is available in each of Alberta, British Columbia, Saskatchewan, Manitoba and New Brunswick. Pursuant to CSA 45-318, each subscriber relying on the investment dealer exemption must obtain advice regarding the suitability of the investment from a registered investment dealer.

There is no material fact or material change of the company that has not been disclosed.

In addition to conducting the offering pursuant to the existing securityholder exemption and the investment dealer exemption, the offering will also be conducted pursuant to other available prospectus exemptions.

Marketing agreement

The company has entered into an on-line marketing agreement with Promethean Marketing Inc., a communications firm, pursuant to which Promethean will design, create and distribute advertising content on the company's behalf. The agreement's effective start date will be March 1, 2022, and agreement is proposed to continue for a minimum one-month term and may be terminated at the company's discretion at any time upon 30 days written notice. The company has agreed to provide a non-refundable deposit of $50,000 (U.S.) to be used for design and content creation, which will be paid prior to the commencement of Promethean's services. Additionally, the company has made a minimum commitment of $300,000 (U.S.) toward a digital advertising budget for a period of 12 months. Applicable payments will be made on an intermittent basis at an average of $25,000 (U.S.) per month from March, 2022, to February, 2023.

Promethean is based in Maryland, United States, and provides public disclosure solutions to a number of issuers across a variety of industry segments. To the best of the company's knowledge, Promethean does not have any equity interest in the securities of the company or a right to acquire such an interest.

About Liberty Defense Holdings Ltd.

Liberty Defense 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 Defense'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, standoff detection capability of metallic and non-metallic weapons. Liberty Defense 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 Defense is committed to protecting communities and preserving peace of mind through superior security detection solutions.

We seek Safe Harbor.

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