Liberty Announces Closing of Prospectus Offering of Units

/EIN News/ -- VANCOUVER, British Columbia and WILMINGTON, Mass., March 20, 2025 (GLOBE NEWSWIRE) -- Liberty Defense Holdings Ltd. (“Liberty” or the “Company”) (TSXV: SCAN, OTCQB: LDDFF, FRANKFURT: LD2A), a leading technology provider of AI-based next generation detection solutions for concealed weapons and threats, is pleased to announce that is has closed the previously announced over-night marketed public offering of 3,031,000 units (the “Units”) at the price of $1.65 per Unit for gross proceeds of $5,001,150 (the “Offering”). Canaccord Genuity Corp. (the “Underwriter”) acted as underwriter for the Offering.

Each Unit comprised of one common share of the Company (each a “Share”) and one-half of one Share purchase warrant (each whole Share purchase warrant, a “Warrant”). Each Warrant entitles the holder to acquire one Share at an exercise price of $2.05 per Share. The Warrants are exercisable until March 20, 2027.

The Units were offered by way of a final short form prospectus of the Company dated March 13, 2025 in each of the provinces of Canada, except Quebec.

The Company intends to use the proceeds of the Offering for business development and marketing expansion, manufacturing and supply chain optimization, sustaining engineering, research and development and product innovation and general and administrative expenses.

"I would like to thank the investors for their support in this financing. We're seeing increased activity and interest in our technology, and this funding will help drive the Company's growth in the coming quarters," said Bill Frain, CEO of Liberty.

The Offering remains subject to the final approval of the TSX Venture Exchange. The TSXV has conditionally accepted the Offering.

The Underwriter received (i) a cash commission of $300,069, (ii) a cash corporate finance fee of $50,011.50, (iii) 181,860 compensation warrants (the “Underwriter Warrants”) and (iv) 30,310 corporate finance fee warrants (the “Corporate Finance Fee Warrants”). Each Underwriter Warrant and Corporate Finance Fee Warrant entitles the holder thereof to acquire one Share at an exercise price of C$1.65 per Share until March 20, 2027.

The securities referred to in this news release have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or exemptions from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. “United States” and “U.S. person” have the respective meanings ascribed to them in Regulation S under the U.S. Securities Act.

On Behalf of Liberty Defense
Bill Frain
CEO & Director

About Liberty Defense

Liberty Defense (TSXV: SCAN, OTCQB: LDDFF, FRANKFURT: LD2A) 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

For further information about Liberty, please contact:

Jay Adelaar, Senior Vice President of Capital Markets
Email: jay@libertydefense.com
Tel: 604-809-2500

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 receipt of TSX Venture Exchange approval 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.