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Liberty Defense Holdings Ltd (2)
Symbol SCAN
Shares Issued 95,115,820
Close 2022-10-27 C$ 0.22
Market Cap C$ 20,925,480
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Liberty Defense closes $5.14-million public offering

2022-10-27 16:23 ET - News Release

Mr. Bill Frain reports

LIBERTY CLOSES $5.14 MILLION OVERNIGHT MARKETED OFFERING AND CONCURRENT PRIVATE PLACEMENT

Liberty Defense Holdings Ltd. has closed its previously announced overnight marketed public offering of 18,691,700 units at a price of 27.5 cents per unit for gross proceeds of approximately $5,140,218.

Canaccord Genuity Corp. (the lead underwriter) acted as lead underwriter and sole bookrunner under the offering on behalf of a syndicate of underwriters.

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, upon payment of 50 cents to the company, one common share of the company, subject to adjustment in certain circumstances, until Oct. 27, 2027.

As partial compensation for services rendered in connection with the offering, the company issued to the underwriters an aggregate of 1,446,736 non-transferable compensation warrants. Each compensation warrant entitles the holder thereof to acquire, on payment of 27.5 cents to the company, one common share of the company, subject to adjustment in certain circumstances, until Oct. 27, 2027. As additional compensation for the services of the underwriters in connection with the offering, the company paid to the underwriters 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 underwriter a $150,000 corporate finance fee, of which $50,000 was satisfied by a cash payment and $100,000 was satisfied by the issuance of 363,636 common shares of the company to the lead underwriter at a deemed price of 27.5 cents per share.

In addition to the offering, the company completed a concurrent private placement offering of 475,000 units of the company at the offering price for gross proceeds of approximately $130,625. The private placement units have the same terms as the units.

All securities issued in connection with the private placement are subject to a statutory hold period expiring Feb. 28, 2023, in accordance with applicable securities legislation.

The company plans to use the proceeds of the offering and the private placement 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.

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 millimeter 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.

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