Liberty Defense decreases private placement

Executive Summary

• Liberty Defense Holdings Ltd. has amended the terms of its non-brokered private placement previously announced on December 2, 2025, utilizing the Listed Issuer Financing Exemption (LIFE).
• The amended offering increases the size of the unit offering, with a minimum of 5,769,230 units and a maximum of 11,538,461 units, priced at $0.26 per unit.
• Proceeds are intended for purchasing inventory for Hexwave technology production, investor relations, marketing, operating expenses, and general working capital.

Key Details

• Unit Structure: Each unit consists of one common share and one common share purchase warrant.
• Pricing and Volume:
  • Price per unit: $0.26.
  • Minimum units: 5,769,230.
  • Maximum units: 11,538,461.
  • Minimum gross proceeds: ~$1.5 million.
  • Maximum gross proceeds: ~$3.0 million.
• Warrant Terms:
  • Exercise Price: $0.35 per warrant share.
  • Exercise Period: Begins 61 days after closing and expires 24 months following the closing date.
  • Blocker Provision: 10% blocker applies; warrants cannot be exercised if the result would cause the holder to own 10% or more of issued and outstanding common shares.
  • Accelerated Expiry: If the common share closing price on the TSX Venture Exchange (or other market) is $0.75 or higher for any five consecutive trading days (after the 61-day mark), the company may elect to accelerate warrant expiry. Notice will be issued via press release, and warrants will expire five days after that press release.
• Finder’s Fees:
  • Cash fee: Up to 7.0% of aggregate gross proceeds.
  • Warrant fee: Non-transferable warrants exercisable at $0.35, equal to 7.0% of the number of units issued, expiring 24 months from closing.
• Regulatory Basis: Offered pursuant to the Listed Issuer Financing Exemption (LIFE) under National Instrument 45-106, as amended by Coordinated Blanket Order 45-935.
• Jurisdiction: Available to purchasers resident in Canada, except Quebec.
• Hold Period: No hold period applies to the units issued under the LIFE.
• Closing Date: Scheduled on or about December 19, 2025.
• Conditions: Subject to receiving minimum subscriptions of $1.5 million and necessary approvals, including from the TSX Venture Exchange.

Notable Quotes

• None provided in the text.