SCAN Liberty Defense Holdiings LTD

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 it intends to amend the exercise price of an aggregate1,095,098 common share purchase warrants (collectively, the “Warrants”) currently outstanding, as follows:

• 630,065 Warrants issued on January 12, 2024 and February 7, 2024. Each Warrant is exercisable to purchase one common share of the Company (a “Share”) at $2.00, expiring January 12, 2027; and
• 465,033 Warrants issued on August 13, 2024. Each Warrant is exercisable to purchase one Share at $2.00, expiring August 13, 2027.

The Company intends to amend the exercise price of these Warrants from $2.00 to $1.51 per Share. All other terms of the Warrants remain unchanged.

Amendment of the Warrants is subject to the approval of the TSX Venture Exchange. It is expected that no action will be required on the part of the holders of the Warrants to give effect to the amendments.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such an offer, solicitation or sale would be unlawful.

Senergy Communications Capital Inc.

Senergy has been engaged for an initial two-month term ("Term"), expected to commence on February 17th, 2025, to enhance investor awareness for the Company. The agreement may be extended upon mutual written consent. In consideration of its services, the Company will pay Senergy a fee of $100,000 plus GST. These funds will cover marketing coordination, investor outreach, media distribution, digital marketing, and related expenses.

To the Company’s knowledge, Senergy and its principal, have no direct or indirect interest in Liberty Defense and have no intention or right to acquire such an interest. The engagement is an arm's-length service agreement and is subject to approval by the TSXV.

The company will not issue any securities to Senergy as compensation for its marketing services. 

On Behalf of Liberty DefenseBill FrainCEO & 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

For further information about Liberty, please contact:

Jay Adelaar, Senior Vice President of Capital MarketsEmail: jay@libertydefense.comTel: 604-809-2500

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. 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.