/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC and WILMINGTON, Mass., Nov. 20,
2024 /CNW/ - Liberty Defense Holdings
Ltd. ("Liberty" or the "Company") (TSXV: SCAN) (OTCQB: LDDFF)
(FRANKFURT: LD2A), a leading technology provider of AI-based next
generation detection solutions for concealed weapons and threats,
announces that further to its news release dated November 12, 2024, the Company will implement the
consolidation of its common shares in the capital of the Company
(the "Shares") on the basis of ten (10) pre-consolidation
Shares for every one (1) post-consolidation Share (the
"Consolidation") effective as of November 26, 2024.
The Company name will remain unchanged after the Consolidation.
The new CUSIP number will be 53044R883 and the new ISIN number will
be CA53044R8893 for the post-Consolidation Shares.
The total issued and outstanding number of Shares
post-Consolidation will be approximately 16,756,847, after rounding
for fractional Shares.
No fractional Shares will be issued in connection with the
Consolidation. In the event a holder of Shares would otherwise be
entitled to receive a fractional Share in connection with the
Consolidation, the fractional Share will be cancelled if it is less
than one-half (1/2) of a Share and will be changed to one whole
Share if that fractional Share is equal to or greater than one-half
(1/2) of a Share.
The exercise or conversion price, and the number of Shares
issuable under any of the Company's outstanding convertible
securities, if any, will be proportionately adjusted upon the
effectiveness of the Consolidation.
Registered shareholders who hold physical Share certificates
will receive a letter of transmittal requesting that they forward
pre-Consolidation Share certificates to the Company's transfer
agent, Computershare Investor Services Inc., in exchange for new
Share certificates representing Shares on a post-Consolidation
basis. Shareholders who hold their Shares through a broker or other
intermediary and do not have Shares registered in their own name
will not be required to complete a letter of transmittal.
The board of directors of the Company is proceeding with the
Consolidation on the basis that it may provide the Company with
increased flexibility to seek additional financing
opportunities.
On Behalf of Liberty Defense
Bill Frain
CEO & Director
About Liberty Defense
Liberty Defense (TSXV: SCAN, OTCQB: LDDFF, FRANKFURT: LD2A) provides multi-technology
security solutions for concealed weapons detection in high volume
foot traffic areas and locations requiring enhanced security such
as airports, stadiums, schools, and more. Liberty's HEXWAVE
product, for which the company has secured an exclusive license
from Massachusetts Institute of
Technology (MIT), as well as a
technology transfer agreement for patents related to active 3D
radar imaging technology, provides discrete, modular, and scalable
protection to provide layered, stand-off detection capability of
metallic and non-metallic weapons. Liberty has also recently
licensed the millimeter wave-based, High-Definition Advanced
Imaging Technology (HD-AIT) body scanner and shoe scanner
technologies as part of its technology portfolio. Liberty is
committed to protecting communities and preserving peace of mind
through superior security detection solutions. Learn more:
LibertyDefense.com
FORWARD-LOOKING STATEMENTS
When used in this press release, the words "estimate",
"project", "belief", "anticipate", "intend", "expect", "plan",
"predict", "may" or "should" and the negative of these words or
such variations thereon or comparable terminology are intended to
identify forward-looking statements and information. Although
Liberty believes, in light of the experience of their respective
officers and directors, current conditions and expected future
developments and other factors that have been considered
appropriate, that the expectations reflected in the forward-looking
statements and information in this press release are reasonable,
undue reliance should not be placed on them because the parties can
give no assurance that such statements will prove to be correct.
The forward-looking statements and information in this press
release include, amongst others, the completion of the
Consolidation. Such statements and information reflect the current
view of Liberty. There are risks and uncertainties that may cause
actual results to differ materially from those contemplated in
those forward-looking statements and information.
By their nature, forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements, or other future
events, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. There are a number of important factors
that could cause Liberty's actual results to differ materially from
those indicated or implied by forward-looking statements and
information. Such factors include, among others: currency
fluctuations; limited business history of the parties; disruptions
or changes in the credit or security markets; results of operation
activities and development of projects; project cost overruns or
unanticipated costs and expenses; and general development, market
and industry conditions. The parties undertake no obligation to
comment on analyses, expectations or statements made by third
parties in respect of their securities or their respective
financial or operating results (as applicable).
Liberty cautions that the foregoing list of material factors
is not exhaustive. When relying on Liberty's forward-looking
statements and information to make decisions, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. Liberty has assumed that the
material factors referred to in the previous paragraph will not
cause such forward-looking statements and information to differ
materially from actual results or events. However, the list of
these factors is not exhaustive and is subject to change and there
can be no assurance that such assumptions will reflect the actual
outcome of such items or factors. The forward-looking information
contained in this press release represents the expectations of
Liberty as of the date of this press release and, accordingly, are
subject to change after such date. Liberty does not undertake to
update this information at any particular time except as required
in accordance with applicable laws.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this press release.
SOURCE Liberty Defense Holdings, Ltd.