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Liberty Closes $5.14 Million Overnight Marketed Offering and Concurrent Private Placement

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

VANCOUVER, BC, WILMINGTON, mass and ATLANTE, October 27, 2022 /CNW/ – Liberty Defense Holdings Ltd. (“Freedom“or the”Company“) (TSXV: SCAN) (OTCQB: LDDFF) (FRANKFURT: LD2A), a leading provider of concealed weapons technology and threat detection solutions, is pleased to announce that it has closed its previously announced public offering of 18,691,700 units (“Units“) at the price of CA$0.275 per unit (the “Offer price“) for a gross product of about C$5,140,218 (there “Offer“).

Liberty Defense logo (CNW Group/Liberty Defense Holdings Ltd.)

Liberty Defense logo (CNW Group/Liberty Defense Holdings Ltd.)

Canaccord Genuity Corporation (the “Primary Subscriber“) acted as lead manager and sole bookrunner in connection with the Offering on behalf of a syndicate of underwriters (the “Subscribers“).

Each Unit consists of one common share of the Company (each, a “Ordinary share“) and one-half common share purchase warrant (each whole warrant, one “To guarantee“). Each Warrant allows its holder to acquire, upon payment of CA$0.50 to the Company, one ordinary share of the Company, subject to adjustment in certain circumstances, up to October 27, 2027.

As partial compensation for the services rendered under the Offer, the Company issued to the Guarantors a total of 1,446,736 non-transferable subscription warrants (the “Indemnification mandates“). Each Remuneration BSA allows its holder to acquire, upon payment of CA$0.275 to the Company, one ordinary share of the Company, subject to adjustment in certain circumstances, up to October 27, 2027. As additional compensation for the services of the Underwriters in connection with the Offering, the Company paid the Underwriters a cash commission equal to 8.0% of the gross proceeds of the Offering (subject to a cash commission reduced by 2.0% in the case of subscribers identified on the presidential list). In addition, the Company has undertaken to pay the lead manager a CA$150,000 corporate finance committee, including C$50,000 was satisfied with a cash payment and CA$100,000 was satisfied by the issue of 363,636 common shares of the Company to the lead manager at a deemed price of CA$0.275 per share.

In addition to the Offering, the Company has completed a concurrent private placement (the “Private placement“) of 475,000 shares of the Company (the “Private Placement Units“) at the offer price for gross proceeds of approximately C$130,625. Private Placement Units have the same terms as Units.

All securities issued under the Private Placement are subject to a statutory hold period expiring February 28, 2023 in accordance with applicable securities laws.

The Company expects to use the proceeds of the Offering and the Private Placement to procure inventory for the commercialization of the HEXWAVE technology in the first half of 2023, in order to meet market demand. This follows the successful launch of beta trials which will continue until the end of 2022.

This press release does not constitute an offer to sell or a solicitation of an offer to buy securities of 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 “United States Securities Act”) or any state securities law. securities, and may not be offered or sold in United States or to US Persons, unless they are registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available. This press release is not for distribution to US news agencies or for dissemination in United States. Failure to comply with this restriction may constitute a violation of United States securities laws.

In the name of freedom

Bill Frain
CEO and Director

About freedom

Freedom (TSXV: SCAN, OTCQB: LDDFF, FRANKFURT: LD2A) provides multi-technology security solutions for the detection of concealed weapons in areas with high foot traffic and places requiring enhanced security such as airports, stadiums, schools, etc. Liberty’s HEXWAVE product, for which the Company has obtained an exclusive license from Massachusetts Institute of Technology (MIT), along with a technology transfer agreement for patents related to active 3D radar imaging technology, provides covert, modular and scalable protection to provide layered, ranged detection capability of metallic and non-metallic weapons . Liberty also recently licensed 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 maintaining 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”, “believe”, “anticipate”, “intend”, “expect”, “plan”, “predict “, “may” or “should” and the negative of these words or such variations 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 which have been deemed appropriate, that the expectations reflected in the forward-looking statements and information contained in this press release are reasonable, undue reliance should not be placed on them as the parties can give no assurance that such statements will prove to be accurate. The forward-looking statements and information contained in this press release include, among other things, the use of the proceeds of the Offering and the Private Placement. These statements and information reflect Liberty’s current view. These statements and information reflect Liberty’s current view. There are risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or other future events, to differ materially from the results, performance or future 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 the forward-looking statements and information. These factors include, among others: currency fluctuations; limited business history of the parties; disruptions or changes in the credit or securities markets; results of operating activities and project development; project cost overruns or unforeseen costs and expenses; and general development, market and industry conditions. The parties do not undertake to comment on any analyses, expectations or statements made by third parties regarding their respective securities or financial or operating results (if any).

Liberty cautions that the foregoing list of important 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 as well as other uncertainties and potential events. Liberty has assumed that the important factors mentioned in the preceding paragraph will not cause such forward-looking statements and information to be materially different from actual results or events. However, the list of such 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 Liberty’s expectations as of the date of this press release and, accordingly, is subject to change after such date. Liberty does not undertake to update this information at any time, except as required under 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.

SOURCELiberty Defense Holdings Ltd.

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