Liberty Defense arranges up to $5.2M LIFE offering

Executive Summary

• Liberty Defense Holdings Ltd. announced a non-brokered private placement under its Listed Issuer Financing Exemption (LIFE) program, offering a minimum of 12 million units and a maximum of 20 million units.
• The units are priced at 26 cents each, targeting gross proceeds of approximately $3.12 million to $5.2 million.
• Proceeds will be used to purchase inventory for Hexwave technology production, investor relations, marketing, operating expenses, and general working capital.

Key Details

• Transaction Structure: Non-brokered private placement under the LIFE exemption (National Instrument 45-106).
• Unit Price: 26 cents per unit.
• Quantity: Minimum 12,000,000 units; Maximum 20,000,000 units.
• Gross Proceeds: Minimum ~$3.12 million; Maximum ~$5.2 million.
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms:
  • Each warrant entitles the holder to purchase one common share.
  • Exercise Price: 35 cents per share.
  • Exercise Period: Commences 61 days after closing and expires 24 months after closing.
  • Blocker Provision: 10% blocker provision restricts exercise if it would result in a securityholder holding 10% or more of issued and outstanding common shares.
  • Accelerated Expiry: If the closing price exceeds 75 cents for five consecutive trading days (after the 61-day mark), the company may accelerate warrant expiry, providing a five-day exercise window following the press release.
• Finder’s Fees: Upon closing, the company may pay a finder’s fee of up to 7.0% of gross proceeds and issue non-transferable warrants (exercisable at 35 cents, equal to 7.0% of units issued) to the finder.
• Use of Proceeds: Purchase of inventory for Hexwave technology units, investor relations, marketing initiatives, operating expenses, and general working capital.
• Closing Date: Scheduled on or about December 19, 2025.
• Conditions: Subject to receiving minimum subscriptions ($3.12 million) and necessary approvals, including TSX Venture Exchange approval.
• Hold Period: Units are not subject to a hold period under applicable Canadian securities laws.

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. We remain committed to delivering value through ongoing innovation and next-generation solutions as we continue to gain recognition as a leader in the security and detection market. We sincerely thank our shareholders for their continued confidence and support as we head into 2026," commented Bill Frain, chief executive officer.