NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia and WILMINGTON, Mass., March 10, 2026 (GLOBE NEWSWIRE) -- Liberty Defense Holdings Ltd. ("Liberty" or the "Company") (TSXV: SCAN, OTCQB: LDDFF), a leading technology provider of AI-based next generation detection solutions for concealed weapons and threats, announces that the Company will implement a consolidation of its common shares in the capital of the Company (the "Shares") on the basis of forty-five (45) pre-consolidation Shares for every one (1) post-consolidation Share (the "Consolidation") effective as of March 13, 2026. In accordance with the policies of the TSX Venture Exchange (the "TSXV"), the Consolidation was approved by shareholders of the Company at a special meeting of shareholders held on February 6, 2026.
The Company name will remain unchanged after the Consolidation. The new CUSIP number will be 53044R867 and the new ISIN number will be CA53044R8672 for the post-Consolidation Shares.
The total issued and outstanding number of Shares post-Consolidation will be approximately 1,984,303, 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. As a result of the Consolidation, the Company confirms that the Share purchase warrants of the Company (the "Listed Warrants") issued pursuant to a warrant indenture dated March 20, 2025 between the Company and Computershare Trust Company of Canada, which are listed and posted for trading on the TSXV under the symbol SCAN.WT, will be adjusted such that every 45 Listed Warrants will collectively be exercisable for one (1) post-consolidation Share, at an adjusted exercise price of $92.25 per post-consolidation Share. Each individual Listed Warrant will now entitle the holder to acquire 0.0222 of one post-consolidation common shares, until March 20, 2027. The number of outstanding Listed Warrants remains unchanged.
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.
On Behalf of Liberty Defense
Bill Frain
CEO & Director
About Liberty Defense
Liberty Defense (TSXV: SCAN, OTCQB: LDDFF) 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 Markets
Email: jay@libertydefense.com
Tel: 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. The forward-looking statements and information in this press release include, amongst others, the completion of the Consolidation on the currently anticipated timeline and terms, or at all. 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.
