Liberty Announces Pricing and Terms of Overnight Marketed Offering of Units

Liberty Announces Pricing and Terms of Overnight Marketed Offering of Units

Canada NewsWire

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, WILMINGTON, Mass. and ATLANTA, Oct. 18, 2022 /CNW/ - Liberty Defense Holdings Ltd. ("Liberty" or the "Company") (TSXV: SCAN) (OTCQB: LDDFF) (FRANKFURT: LD2), is pleased to announce that it has priced its previously announced overnight marketed offering (the "Offering") of units (the "Units") of the Company.

Pursuant to the Offering, the Company intends to issue 18,182,000 Units at a price of C$0.275 (the "Offering Price") per Unit for gross proceeds of C$5 million (the "Offering"). Each Unit will consist of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire, on payment of C$0.50 to the Company, one common share of the Company (each, a "Warrant Share"), 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 October 17, 2022 (the "Base Shelf Prospectus"), as supplemented by a shelf prospectus supplement (the "Supplement") to be prepared and filed in each of the provinces of Canada, other than the Province of Québec (collectively, the "Jurisdictions") 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 "TSXV").

The Offering is being conducted through a syndicate of underwriters led by Canaccord Genuity Corp. (collectively, the "Underwriters").

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 "Underwriting Agreement"). The Company has agreed to pay the Underwriters a cash commission equal to 8.0% of the gross proceeds of the Offering (including on exercise of the Over-Allotment Option (as defined below)), provided that the cash commission is reduced to 2.0% 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 8.0% of the number of Units sold under the Offering (including on exercise of the Over-Allotment Option) (each a "Compensation Warrant"), provided that the number of Compensation Warrants shall be reduced to 2.0% 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 Corp., 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 (the "Over-Allotment Option") to cover over-allotments 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 15.0% of the Units, pursuant to the Offering on the same terms and conditions of the Offering. The Over-Allotment 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 October 24, 2022 (the "Closing Date") 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 at www.sedar.com and from Canaccord Genuity Corp., 2100, 609 Granville St, Vancouver BC V7Y 1H2. The Preliminary Supplement and the Base Shelf Prospectus contains 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 at www.sedar.com before making an investment decision.

No securities regulatory authority has either approved or disapproved of the contents of this press release. The Units, Common Shares and Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. Accordingly, the securities described herein may not be offered or sold within the "United States" or to, or for the account or benefit of, a person in the "United States" or a "U.S. person" (as such terms are defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

On Behalf of Liberty

Bill Frain
CEO & Director

About Liberty

Liberty (TSXV: SCAN, OTCQB: LDDFF, FRANKFURT: LD2) provides multi-technology 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 license from Massachusetts Institute of Technology (MIT), as well as a technology transfer agreement for patents related to active 3D 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. Learn more: LibertyDefense.com

FORWARD-LOOKING STATEMENTS
When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Although Liberty believes, in light of the experience of their respective officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in the forward-looking statements and information in this press release are reasonable, undue reliance should not be placed on them because the parties can give no assurance that such statements will prove to be correct. The forward-looking statements and information in this press release include, amongst others, the Company's ability to complete the Offering on the terms announced or at all and the use of proceeds of the Offering. Such statements and information reflect the current view of Liberty. Such statements and information reflect the current view of Liberty. There are risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. There are a number of important factors that could cause Liberty's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of the parties; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses; and general development, market and industry conditions. The parties undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of their securities or their respective financial or operating results (as applicable).

Liberty cautions that the foregoing list of material factors is not exhaustive. When relying on Liberty's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Liberty has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release represents the expectations of Liberty as of the date of this press release and, accordingly, are subject to change after such date. Liberty does not undertake to update this information at any particular time except as required in accordance with applicable laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

SOURCE Liberty Defense Holdings Ltd.

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