Liberty Announces Amended Terms of Listed Issuer Financing Exemption (LIFE) Private Placement of Units

Executive Summary

• Liberty Defense Holdings Ltd. amended its previously announced non‑brokered private placement, setting the offering size between 5,769,230 and 11,538,461 units at $0.26 per unit, targeting gross proceeds of approximately $1.5 M–$3 M.
• Each unit consists of one common share and one warrant; warrants are exercisable at C$0.35 per share with a 10% blocker provision and contain an accelerated expiry clause if the TSXV price exceeds $0.75 for five consecutive trading days.
• Proceeds will be used to purchase inventory for HEXWAVE technology production, fund investor‑relations and marketing initiatives, cover operating expenses, and provide general working capital.

Key Details

• Offering Size: Minimum 5,769,230 units; maximum 11,538,461 units.
• Price per Unit: $0.26 CAD.
• Gross Proceeds Target: Approximately $1,500,000 (minimum) to $3,000,000 (maximum).
• Unit Composition:
• 1 common share of Liberty Defense Holdings Ltd.
• 1 Common Share purchase warrant.
• Warrant Terms:
• Exercise price: C$0.35 per share.
• Exercisable from 61 days after closing until 24 months post‑closing.
• 10% blocker provision restricting exercise if holder would own ≥10% of outstanding common shares.
• Accelerated expiry trigger: If TSXV (or other market) price ≥ $0.75 for five consecutive trading days, warrants may be forced to expire 5 days after a company notice press release.
• Financing Exemption: Conducted under the listed issuer financing exemption (NI 45‑106 Part 5A) and Coordinated Blanket Order 45‑935 (“LIFE” exemption); no hold period for Canadian investors outside Quebec.
• Finder’s Fee & Additional Warrants:
• Up to 7.0% of aggregate gross proceeds may be paid as a finder’s fee.
• Company may issue non‑transferable warrants equal to 7.0% of units issued, exercisable at $0.35 per share for up to 24 months from closing.
• Use of Proceeds:
• Purchase inventory for HEXWAVE technology unit production.
• Investor relations and marketing initiatives.
• Operating expenses.
• General working capital.
• Closing Date: Expected on or about December 19, 2025, subject to receipt of minimum subscriptions ($1.5 M) and required approvals (including TSX Venture Exchange).

Notable Quotes

“We are pleased to amend the terms of our private placement to provide greater flexibility for investors while securing the capital needed to accelerate production of our HEXWAVE technology.” – Bill Frain, CEO & Director

This release contains forward‑looking statements that involve known and unknown risks. Investors should review the offering document available on the Company’s profile at www.sedarplus.ca and the Company website.