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, now targeting 6.8 M to 13.6 M units at $0.22 per unit for gross proceeds of approximately $1.5 M–$3.0 M.
• Each unit consists of one common share and one warrant; the warrants are exercisable at C$0.30 per share with a 10% blocker and accelerated expiry provisions tied to the TSXV price.
• Proceeds will be used for inventory purchase (HEXWAVE technology), investor relations, marketing, operating expenses, and general working capital.

Key Details

• Units Offered: Minimum 6,818,182 units; maximum 13,636,364 units.
• Price per Unit: $0.22 CAD.
• Gross Proceeds: Approximately $1,500,000 minimum; up to $3,000,000 maximum.
• Unit Composition:
• 1 common share of Liberty Defense Holdings Ltd.
• 1 Common Share purchase warrant (exercise price C$0.30).
• Warrant Terms:
• Exercise window opens 61 days after closing and expires 24 months after closing.
• 10% blocker provision prevents any holder from owning ≥10% of outstanding common shares post‑exercise.
• Accelerated expiry triggered if TSXV (or other market) price ≥ $0.75 for five consecutive trading days; warrants may then be exercised within a 5‑day notice period.
• Exemption Used: Listed issuer financing exemption under NI 45‑106 (LIFE Exemption), available to Canadian investors outside Quebec; no hold period required.
• 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 $0.30 per share 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 23, 2025, subject to receipt of minimum subscriptions and required approvals (including TSXV).

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 and support growth initiatives.” – Bill Frain, CEO & Director.