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Liberty Defense Holdings Ltd (2)
Symbol SCAN
Shares Issued 63,993,345
Close 2022-03-17 C$ 0.375
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Liberty Defense closes $8.62-million private placement

2022-03-17 17:08 ET - News Release

Mr. Bill Frain reports

LIBERTY ANNOUNCES CLOSING OF C$8.62M OVERSUBSCRIBED BROKERED PRIVATE PLACEMENT

Liberty Defense Holdings Ltd. has closed its previously announced brokered private placement of 26,136,345 units, including 3,409,073 units issued pursuant to the partial exercise of the overallotment option, at a price of 33 cents per unit for gross proceeds of approximately $8,624,993.

Canaccord Genuity Corp. acted as agent and sole bookrunner under the offering on behalf of a syndicate of agents.

Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each warrant entitles 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, until March 17, 2024.

As partial compensation for services rendered in connection with the offering, the company issued to the agents non-transferable compensation warrants equal to 8.0 per cent of the number of units sold under the offering (subject to a reduced number of compensation warrants equal to 2.0 per cent of the units sold to those subscribers identified on the president's list). Each compensation warrant entitles the holder thereof to acquire, on payment of 33 cents to the company, one common share of the company, subject to adjustment in certain circumstances, until March 17, 2024. As additional compensation for the services of the agents in connection with the offering, the company paid to the agents a cash commission equal to 8.0 per cent of the gross proceeds of the offering (subject to a reduced cash commission of 2.0 per cent in the case of subscribers identified on the president's list). In addition, the company agreed to pay to the lead agent a $150,000 corporate finance fee, of which $50,000 was satisfied by a cash payment and $100,000 was satisfied by common shares issued to the lead agent at a deemed price of 33 cents per corporate finance fee share.

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 for aviation checkpoints. The securities issued pursuant to the offering are subject to a four-month hold period from the closing date of the offering. The company has received conditional acceptance of the offering from the TSX Venture Exchange. The offering is subject to final acceptance by the TSX Venture Exchange upon filing of final documentation.

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.

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