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Liberty Announces C$3.75 Million Private Placement of Units

NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia and WILMINGTON, Mass., July 08, 2025 (GLOBE NEWSWIRE) -- Liberty Defense Holdings Ltd. ("Liberty" or the "Company") (TSXV:SCAN, OTCQB:LDDFF, FSE:E30)), a leading technology provider of AI-based next generation detection solutions for concealed weapons and threats, is pleased to announce that it is undertaking a non-brokered private placement of a minimum of 11,363,636 units (the "Units") and up to a maximum of 17,045,454 Units of the Company at a price of C$0.22 per Unit for gross proceeds to the Company of a minimum of approximately C$2,500,000 up to a maximum of approximately $3,750,000 (the "Offering").

Each Unit will consist of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share of the Company (a "Warrant Share") at an exercise price of C$0.35 per Warrant Share from the date that is 61 days after the closing date of the Offering until the date that is 12 months following the date of closing of the Offering. The Warrants will be subject to ten percent (10%) blocker provision that restricts the exercise of any Warrants in the event that such exercise would result in the applicable securityholder holding ten percent (10%) or more of the issued and outstanding Common Shares at such time.

The Offering is being completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions to the Listed Issuer Financing Exemption (the "LIFE Exemption") to purchasers resident in each of the Provinces of Canada, except Quebec. The Units issued pursuant to the LIFE Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws. There will be an offering document related to the Offering that will be available under the Company's profile at www.sedarplus.ca and on the Company's website at: www.libertydefense.com. Prospective investors should read this offering document before making an investment decision.

Upon closing of the Offering, the Company may pay a (i) a finder's fee equal to up to 6.0% of the aggregate gross proceeds of the Offering and (ii) issue non-transferrable warrants of the Company exercisable at any time prior to the date that is 12 months from the Closing Date to acquire that number of Common Shares equal to 6.0% of the number of Units issued ...