SCAN Liberty Defense Holdiings LTD

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

VANCOUVER, BC and WILMINGTON, Mass., Jan. 15, 2024 /CNW/ - Liberty Defense Holdings Ltd. ("Liberty" or the "Company") (TSXV: SCAN) (OTCQB: LDDFF) (FRANKFURT: LD2) a leading technology provider of AI-based next generation detection solutions for concealed weapons and threats, is pleased to announce that it has closed the initial tranche of a non-brokered private placement (the "Offering") of 5,900,663 units (the "Units") of the Company at a price of C$0.15 per Unit for gross proceeds to the Company of approximately $886,000, which was previously announced on December 29, 2023.

Each Unit consists of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share of the Company (a "Warrant Share") until January 12, 2027 at an exercise price of C$0.20 per Warrant Share.

The Offering was completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions, accordingly, the securities issued in the Offering are not subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document (the "Offering Document") related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at: www.libertydefense.com. Prospective investors should read this Offering Document before making an investment decision.

In connection with the Offering, the Company paid a finder's fee to Canaccord Genuity Corp. of $22,756 and issued 151,713 finder's warrants exercisable for one Common Share at the exercise price of C$0.20 until January 12, 2027.

The Company plans to use the proceeds of this financing to further the production of HEXWAVE technology to support the increase in demand for the product and deliver units in backlog to customers.

Insiders of the Company participated in the Offering for C$100,000, and such Units issued to insiders are subject to a four month hold period pursuant to applicable policies of the TSX Venture Exchange. The issuance of Units to insiders is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Company's market capitalization.

2022 Omnibus Incentive Plan

The Company also announces that its Omnibus Long-Term Incentive Plan dated March 27, 2019, as amended October 25, 2022 (the "2022 Omnibus Plan") was filed on SEDAR+ under the Company's SEDAR+ profile and on the Company's website on November 7, 2022. The 2022 Omnibus Plan was approved by shareholders at the Company's annual general meeting held on November 30, 2022.

The 2022 Omnibus Plan was created to comply with the requirements of the new TSX Venture Exchange policy governing security-based compensation which became effective November 24, 2021. The 2022 Omnibus Plan provides flexibility to the Company to grant equity-based incentive awards in the form of stock options (option-based awards) and restricted share units (share-based awards). One of the provisions of the 2022 Omnibus Plan allows option holders to exercise options on a "Cashless Exercise" or "Net Exercise" basis, as now expressly permitted by the new TSX Venture Exchange Policy 4.4 – Security Based Compensation. 

Further amendment to 2022 Omnibus Plan

Effective October 26, 2023, the Company's Board made an amendment to the 2022 Omnibus Plan (the "2023 Omnibus Plan") to adjust Section 2.4 (Shares Subject to the Plan). This amendment, as well as the continuation of the 2023 Omnibus Plan, was approved by shareholders at the Company's annual general meeting held on December 7, 2023, and was approved by the TSX Venture Exchange. As the 2023 Omnibus Plan is a "rolling" plan, shareholders of the Company are required to approve its continuation annually as required by the policies of the TSX Venture Exchange.

All future grants of equity-based awards will be made pursuant to, or as otherwise permitted by, the 2023 Omnibus Plan.

A complete copy of the 2023 Omnibus Plan has been file on SEDAR+ and is available for viewing under the Company's profile on SEDAR+ at www.sedarplus.ca.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

On Behalf of Liberty

Bill Frain
CEO & Director

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

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 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.