/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, WILMINGTON, Mass., and ATLANTA, March 11, 2022 /CNW/ - Liberty Defense Holdings Ltd. ("Liberty" or the "Company") (TSXV: SCAN) (OTCQB: LDDFF) (FRANKFURT: LD2), a leading technology provider of concealed weapons and threat detection solutions, is issuing this news release to clarify certain of the disclosure included in the Company's news release dated February 14, 2021, regarding the Company's retention of Promethean Marketing Inc. ("Promethean"). This news release is made in accordance with the requirements of TSX Venture Exchange Policy 3.4 – Investor Relations, Promotional and Market Making Activities.
On December 16, 2021, the Company entered into an online marketing agreement (the "Agreement") with Promethean, a communications firm, pursuant to which Promethean will design, create, and distribute advertising content on the Company's behalf. Subject to the approval of the TSX Venture Exchange, the Agreement's effective start date will be March 1, 2022. The Company has agreed to provide a non-refundable deposit of US$50,000 to be used for design and content creation, which will be paid prior to the commencement of Promethean's services. Additionally, the Company has made a minimum commitment of US$300,000 towards a digital advertising budget for a period of twelve months from the effective date (the "Term"). Payments to Promethean will occur at the end of each month after the applicable services are rendered, and the amount paid each month will be based on the services that are rendered in such month. For example, if US$50,000 in services are rendered by Promethean during the first month of the Term, the Company will pay Promethean US$50,000 at the end of the first month of the Term. After the expiry of the Term, the Agreement will continue on a month-to-month basis unless terminated by either party. The Agreement may be terminated at the discretion of either party at any time upon thirty (30) days' written notice.
Promethean is based in Maryland, USA and provides public disclosure solutions to a number of issuers across a variety of industry segments. William Kaitz, President of Promethean, owns 90% of Promethean, and Kailyn White, Vice-President of Promethean, owns 10% of Promethean. To the best of the Company's knowledge Promethean does not have any equity interest in the securities of the Company, or a right to acquire such an interest. Promethean is at arm's length to the Company. Promethean will provide the Company with an opportunity to review all content describing the Company generated on behalf of Promethean prior to its publication, and Promethean will not publish or distribute any content with the prior approval of the Company. The Agreement remains subject to the approval of the TSX Venture Exchange.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws, and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This press release is not for distribution to U.S. newswire services nor for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.
On Behalf of Liberty Defense
Bill Frain
CEO & Director
About Liberty Defense
Liberty Defense (TSXV: SCAN, OTCQB: LDDFF, FRANKFURT: LD2) 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 TSX Venture Exchange's approval of the Agreement. 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.
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