Mr. Bill Frain reports

LIBERTY ANNOUNCES PRICING AND TERMS OF OVERNIGHT MARKETED OFFERING OF UNITS

Liberty Defense Holdings Ltd. has priced its previously announced overnight marketed offering of units of the company.

Pursuant to the offering, the company intends to issue 3,031,000 units at a price of $1.65 per unit (the offering price) for gross proceeds of approximately $5-million. Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant will be exercisable to acquire one common share at a price of $2.05 for a period of 24 months from the closing of the offering.

The offering is expected to be completed pursuant to an underwriting agreement entered into between the company and Canaccord Genuity Corp. The company has agreed to pay the underwriter a cash commission equal to 6.0 per cent of the gross proceeds of the offering (including on exercise of the overallotment option (as defined below)), and to issue that number of compensation warrants equal to 6.0 per cent of the number of units sold under the offering (including on exercise of the overallotment option). Each compensation warrant will be exercisable to purchase one common share for a period of 24 months from closing of the offering (including on exercise of the overallotment option) at an exercise price equal to the offering price. The company will pay the underwriter, on closing of the offering, a corporate finance fee in cash, equal to 1 per cent of the gross proceeds of the offering (including on exercise of the overallotment option), and in warrants by issuing to the underwriter the additional number of compensation warrants equal to 1 per cent of the aggregate number of units issued pursuant to the offering (including on exercise of the overallotment option).

The company has granted the underwriter an overallotment option exercisable, in whole or in part, in the sole discretion of the underwriter, to purchase up to an additional 15 per cent of the number of units sold pursuant to the offering for up to 30 days following the closing of the offering, for market stabilization purposes and to cover overallotments, if any. The overallotment option will be exercisable to acquire units, common shares and/or warrants (or any combination thereof) at the discretion of the underwriter.

The net proceeds from the offering are expected to be used for business development and marketing expansion, manufacturing and supply chain optimization, sustaining engineering, R&D (research and development) and product innovation, G&A (general and administrative), and working capital.

The offering is expected to close on or about March 20, 2025, or such other date as agreed to between the company and the underwriter, and is subject to certain closing conditions, including the receipt of all necessary regulatory approvals and the acceptance of the TSX Venture Exchange.

The units to be issued pursuant to the offering will be offered by way of a short form prospectus in each of the provinces of Canada, other than Quebec and by way of a private placement in the United States, and in those jurisdictions outside of Canada and the United States which are agreed to by the company and the underwriter, where the units can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.

The company will file today an amended and restated preliminary short form prospectus in each of the provinces of Canada, except Quebec, amending and restating the preliminary short form prospectus filed on Feb. 27, 2025, to reflect the terms of the offering (the AR preliminary prospectus). There will not be any sale of units until a receipt for the final short form prospectus has been issued. The AR preliminary prospectus will be available under the company's profile on SEDAR+, alternatively, the AR preliminary prospectus may be obtained from Canaccord Genuity at ecm@cgf.com. The AR preliminary prospectus will contain important detailed information about the company and the proposed offering. Prospective investors should read the AR preliminary prospectus and the other documents the company has filed on SEDAR+ before making an investment decision.

About Liberty Defense Holdings Ltd.

Liberty provides multitechnology security solutions for concealed weapon 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 licence from Massachusetts Institute of Technology, as well as a technology transfer agreement for patents related to active 3-D radar imaging technology, provides discrete, modular and scalable protection to provide layered, standoff detection capability of metallic and non-metallic weapons. Liberty has also recently licensed the millimetre-wave-based, high-definition advanced imaging technology 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.

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