Liberty Defense Commences Normal Course Issuer Bid to Buy Back Up-to 9.9% of the Publically Traded Float

Rhea-AI Summary

Liberty Defense Holdings (LDDFF) has announced a Normal Course Issuer Bid (NCIB) to repurchase up to 5,142,844 common shares, representing approximately 10% of its public float. The buyback program will run from June 5, 2025, to June 4, 2026, through the TSX Venture Exchange. As of May 30, 2025, the company had 51,976,722 issued shares, with 548,281 held by insiders. The company cannot acquire more than 2% of outstanding shares in any 30-day period. All purchased shares will be cancelled. Liberty Defense believes its shares may not fully reflect the company's underlying value, making the buyback an appropriate use of funds. Research Capital Corporation will facilitate the share purchases.

Positive

• Company initiates share buyback of up to 5,142,844 shares (10% of public float)
• Buyback indicates management's confidence in company's underlying value
• Program may help support share price and increase value for remaining shareholders
• All repurchased shares will be cancelled, potentially improving per-share metrics

Negative

• 2% monthly purchase limit may restrict buyback execution speed
• Use of corporate funds for buyback could reduce cash available for operations or growth
• No guarantee that all shares will be repurchased as program is not obligatory

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

WILMINGTON, Mass., June 02, 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 intends to make a normal course issuer bid (the “NCIB”) to purchase its common shares (the “Shares”). The NCIB has been approved by the Company’s board of directors and the TSX Venture Exchange (the “TSXV”) has conditionally approved the NCIB.

Pursuant to the NCIB, the Company intends to purchase up to 5,142,844 of its outstanding Shares, representing approximately 10% of the Company’s “public float”, being the Shares held by non-insiders of the Company. As at May 30, 2025, there were 51,976,722 issued and outstanding Shares, of which 548,281 Shares were held by insiders of the Company. Purchases pursuant to the NCIB will be made on the open market through the facilities of the TSXV. The NCIB will commence on June 5, 2025, and will be open until June 4, 2026, or such earlier time as the NCIB is completed or at the option of the Company. Under the NCIB, the Company may not acquire more than 2% of its issued and outstanding Shares in any 30-day period. All Shares purchased pursuant to the NCIB will be returned to treasury and cancelled.

All Shares purchased by the Company under the NCIB will be purchased at the market price, plus brokerage fees, at the time of acquisition in accordance with the rules and policies of the TSXV and applicable securities laws. No purchases will be made other than by means of open market transactions during the term of the NCIB. Although the Company has a present intention to acquire its Shares pursuant to the NCIB, it is not obligated to make any purchases and purchases may be suspended by the Company at any time.

The Company is undertaking the NCIB because, in the opinion of its board of directors, from time to time the market price of its Shares may not fully reflect the underlying value of the Company’s business, and that repurchase of its Shares at current market prices would be an appropriate use of corporate funds.

The Company has engaged Research Capital Corporation to act as the broker to facilitate the purchase of the Shares under the NCIB.

The securities referred to in this news release have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or exemptions from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. “United States” and “U.S. person” have the respective meanings ascribed to them in Regulation S under the U.S. Securities Act.

On Behalf of Liberty Defense
Bill Frain
CEO & Director

About Liberty Defense

Liberty Defense (TSXV: SCAN, OTCQB: LDDFF, FSE: E30) 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. Forward-looking statements in this press release include statements with respect to the NCIB such as the duration of the NCIB, the number of Shares that may be purchased under the NCIB, and the Company’s objectives in completing purchases under the NCIB. 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.

FAQ

What is the size of Liberty Defense's (LDDFF) share buyback program?

Liberty Defense plans to repurchase up to 5,142,844 common shares, representing approximately 10% of its public float

When does Liberty Defense's NCIB buyback program start and end?

The buyback program runs from June 5, 2025, to June 4, 2026, unless completed earlier or terminated by the company

How many shares can Liberty Defense buy back each month?

The company cannot acquire more than 2% of its issued and outstanding shares in any 30-day period

What is Liberty Defense's total number of outstanding shares?

As of May 30, 2025, Liberty Defense had 51,976,722 issued and outstanding shares, with 548,281 shares held by insiders

Who is facilitating Liberty Defense's share buyback program?

Research Capital Corporation has been engaged as the broker to facilitate the purchase of shares under the NCIB