Liberty Announces up to $5.2m Life Financing

Executive Summary

• Liberty Defense Holdings Ltd. announced a non‑brokered private placement of 12 M–20 M units at C$0.26 per unit, targeting gross proceeds of approximately C$3.12 M to C$5.20 M.
• Each unit consists of one common share and one warrant (exercise price C$0.35) with specific blocker and accelerated‑expiry provisions.
• Proceeds will be used for inventory purchase (HEXWAVE technology), investor relations, marketing, operating expenses, and general working capital; closing is expected around December 19, 2025.

Key Details

• Units Offered: Minimum 12,000,000 – Maximum 20,000,000 units at C$0.26 each.
• Gross Proceeds Target: Minimum ≈ C$3,120,000; Maximum ≈ C$5,200,000.
• Unit Composition:
• 1 common share (“Common Share”).
• 1 warrant to purchase one additional common share at C$0.35 (the “Warrant”).
• Warrant Terms:
• Exercise window opens 61 days after closing and runs for 24 months.
• 10 % blocker: warrants cannot be exercised if holder would own ≥10 % of outstanding shares.
• Accelerated expiry trigger: if TSXV (or other market) price ≥ $0.75 for five consecutive trading days, the company may issue a press release and the warrants will expire 5 days thereafter; holders may exercise during that 5‑day window.
• Financing Exemption: Conducted under the listed issuer financing exemption (NI 45‑106 Part 5A) and Coordinated Blanket Order 45‑935 (“LIFE” exemption); units are not subject to a hold period for Canadian investors (excluding Quebec).
• Finder’s Fee & Additional Warrants: Upon closing, company may pay up to 7.0 % of gross proceeds as a finder’s fee and issue non‑transferable warrants equal to 7.0 % of the units issued, exercisable at $0.35 for up to 24 months.
• Use of Proceeds:
• Purchase inventory for HEXWAVE technology 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 subscription amount and required approvals (including TSX Venture Exchange).
• Contact for Investors: Jay Adelaar, SVP Capital Markets – [email protected]; Tel: 604‑809‑2500.

Notable Quotes

“Following a breakout year for our technologies and a growing backlog, Liberty Defense is launching this latest financing to ensure we can advance our strategic plan and scale to meet rising demand.” – Bill Frain, CEO