Now here is a proactive report:
LIBERTY DEFENCE
Liberty Announces C$5 Million Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES
Vancouver, BC and Atlanta, GA – May 18, 2021 – Liberty Defense Holdings Ltd. (“Liberty” or the “Company”) (TSXV: SCAN, OTCQB: LDDFF, FRANKFURT: LD2), a leading concealed weapons detection company, is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. as lead agent (the “Lead Agent“), on behalf of a syndicate of agents (the “Agents“), in connection with a commercially reasonable best efforts brokered private placement of up to 10,000,000 units of the Company (collectively, the “Units“) at a price of C$0.50 per Unit for aggregate gross proceeds of up to C$5,000,000 (the “Offering”).
Each Unit will consist of one common share of the Company (each, a “Common Share“) and one-half of one common share purchase warrant (each whole warrant, a “Warrant“). Each Warrant will entitle the holder thereof to acquire, on payment of C$0.75 to the Company, one common share of the Company (each, a “Warrant Share“), subject to adjustment in certain circumstances, for a period of 24 months from the closing date (the “Closing Date”).
The Offering will be conducted pursuant to the terms of an agency agreement to be entered into between the Company and the Agents on or prior to the Closing Date. The Company has agreed to pay the Agents a cash fee equal to 8.0% of the gross proceeds of the Offering and to issue that number of compensation warrants equal to 8.0% of the number of Units sold under the Offering (each a “Compensation Warrant“). Each Compensation Warrant will be exercisable to purchase one Common Share for a period of 24 months from the Closing Date at an exercise price of C$0.50.
The net proceeds from the Offering are intended to fund development of the Company’s latest technology that was recently licensed from the Pacific Northwest National Laboratory as well as further development of the Company’s HEXWAVE technology. The securities issued pursuant to the Offering will be subject to a four-month hold period from the closing date. Completion of the Offering remains subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
A portion or all of the Offering may be completed pursuant to Multilateral CSA Notice 45-313 – Prospectus Exemption for Distributions to Existing Security Holders (“CSA 45-313“) and the corresponding blanket orders and rules implementing CSA 45-313 in the participating jurisdictions in respect thereof (collectively with CSA 45-313, the “Existing Security Holder Exemption“). As at the date hereof, the Existing Security Holder Exemption is available in each of the provinces of Canada, with the exception of Newfoundland and Labrador. Subject to applicable securities laws, the Company will permit each person or company who, as of May 18, 2021 (being the record date set by the Company pursuant to CSA 45-313), holds common shares as of that date to subscribe for the Units that will be distributed pursuant to the Offering, provided that the Existing Security Holder Exemption is available to such person or company. Qualifying shareholders who wish to participate in the Offering should contact the Company at the contact information set forth below. In the event that aggregate subscriptions for Units under the Offering exceed the maximum number of securities to be distributed, then Units will be sold to qualifying subscribers on a pro rata basis based on the number of Units subscribed for. Insiders may participate in the Offering.
In addition to the Existing Security Holder Exemption, a portion or all of the Offering may be completed pursuant to Multilateral CSA Notice 45-318 – Prospectus Exemption for Certain Distributions through an Investment Dealer (“CSA 45-318“) and the corresponding blanket orders and rule implementing CSA 45- 318 in the participating jurisdictions in respect thereof (collectively with CSA 45-318, the “Investment Dealer Exemption“). As at the date hereof, the Investment Dealer Exemption is available in each of Alberta, British Columbia, Saskatchewan, Manitoba and New Brunswick. Pursuant to CSA 45-318, each subscriber relying on the Investment Dealer Exemption must obtain advice regarding the suitability of the investment from a registered investment dealer.
There is no material fact or material change of the Company that has not been disclosed.
In addition to conducting the Offering pursuant to the Existing Security Holder Exemption and the Investment Dealer Exemption, the Offering will also be conducted pursuant to other available prospectus exemptions.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities described herein 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, and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This press release is not for distribution to U.S. newswire services nor for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.
On Behalf of Liberty Defense
Bill Frain
CEO & Director
About Liberty Defense
