Mr. Bill Frain reports
LIBERTY ANNOUNCES UPSIZE OF BROKERED PRIVATE PLACEMENT TO $7.5 MILLION
Liberty Defense Holdings Ltd., due to significant market demand, has increased the size of its previously announced brokered private placement from $6.6-million to $7.5-million. The upsized offering will consist of up to 22,727,272 units of the company at a price of 33 cents per unit for aggregate gross proceeds of up to approximately $7.5-million. Canaccord Genuity Corp. will act as lead agent on behalf of a syndicate of agents.
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 per cent of the 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 of the 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, 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 in 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 security holder 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 security holder exemption is available to such person or company. Qualifying shareholders who wish to participate in the offering should contact the company at the contact information set forth below. 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 security holder 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 security holder exemption and the investment dealer exemption, the offering will also be conducted pursuant to other available prospectus exemptions.
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.
© 2023 Canjex Publishing Ltd. All rights reserved.