Mr. Bill Frain reports

LIBERTY ANNOUNCES PRICING AND TERMS OF OVERNIGHT MARKETED OFFERING OF UNITS

Liberty Defense Holdings Ltd. has priced its previously announced overnight marketed offering of units of the company.

Pursuant to the offering, the company intends to issue 18,182,000 units at a price of 27.5 cents per unit for gross proceeds of $5-million. Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each whole 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 60 months from the closing date (as defined below).

The units will be offered under the amended and restated short form base shelf prospectus of the company receipted on Oct. 17, 2022, as supplemented by a shelf prospectus supplement to be prepared and filed in each of the provinces of Canada, other than the Province of Quebec, and by way of a private placement in the United States, and in those jurisdictions outside of Canada and the United States which are agreed to by the company and the underwriters (as defined below), where the units can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.

The closing of the offering will be subject to market and other customary conditions, including requirements of the TSX Venture Exchange.

The offering is being conducted through a syndicate of underwriters led by Canaccord Genuity Corp.

The offering will be conducted pursuant to the terms of an underwriting agreement to be entered into between the company and the underwriters on or prior to the closing date. The company has agreed to pay the underwriters a cash commission equal to 8 per cent of the gross proceeds of the offering (including on exercise of the overallotment option (as defined below)), provided that the cash commission is reduced to 2 per cent on the portion of the offering made available to purchasers on the president's list (as defined in the underwriting agreement), and to issue that number of compensation warrants equal to 8 per cent of the number of units sold under the offering (including on exercise of the overallotment option), provided that the number of compensation warrants shall be reduced to 2 per cent on the portion of the offering made available to purchasers on the president's list. Each compensation warrant will be exercisable to purchase one common share for a period of 60 months from the closing date at an exercise price equal to the offering price. The company will pay to Canaccord Genuity, on closing of the offering, a corporate finance fee of $150,000 payable as to $50,000 in cash and as to $100,000 in common shares of the company at the offering price.

The company has granted the underwriters an option to cover overallotments and for market stabilization purposes, exercisable at any time up to 30 days subsequent to the closing of the offering, to purchase up to an additional 15 per cent of the units, pursuant to the offering on the same terms and conditions of the offering. The overallotment option will be exercisable to acquire units, common shares and/or warrants comprising the units (or any combination thereof) at the discretion of the underwriters.

The company plans to use the proceeds of this financing to procure inventory for the commercial release of the Hexwave technology in the first half of 2023, to meet market demand. This follows the successful launch of the Beta trials that will continue through the end of 2022.

The closing of the offering is expected to occur on or about Oct. 24, 2022, and is subject to the company receiving all necessary regulatory approvals.

Copies of the preliminary supplement and the base shelf prospectus can be obtained on SEDAR and from Canaccord Genuity, 2100, 609 Granville St., Vancouver, B.C., V7Y 1H2. The preliminary supplement and the base shelf prospectus contain important detailed information about the company and the proposed offering. Prospective investors should read the preliminary supplement and the base shelf prospectus and the other documents the company has filed on SEDAR before making an investment decision.

About Liberty Defense Holdings Ltd.

Liberty provides multitechnology security solutions for concealed weapons 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 (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, stand-off detection capability of metallic and non-metallic weapons. Liberty 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 is committed to protecting communities and preserving peace of mind through superior security detection solutions.

We seek Safe Harbor.