/NOT FOR DISTRIBUTION TO
The closing of the Transaction is subject to Liberty and DrawDown negotiating and executing definitive documentation, the satisfactory completion of due diligence by the parties, the completion of the Consolidation (as defined herein), the completion of the Bridge Financing (as defined herein), TSXV approval and the receipt of all other necessary regulatory, shareholder and third-party consents and approvals.
Between our team of engineers and the expertise of our Chief Technology Officer,
About
Chief Executive Officer of DrawDown,
Chief Technology Officer of DrawDown,
Director of DrawDown,
Director of DrawDown,
DrawDown is authorized to issue an unlimited number of common shares (the "DrawDown Shares"). As of the date hereof, there are 41,666,670 DrawDown Shares outstanding. In addition, DrawDown has 3,000,000 stock options and 3,500,000 DrawDown Share purchase warrants outstanding.
About
Liberty provides security solutions for concealed weapon detection in high volume foot traffic areas and has secured an exclusive license from
As of the date hereof, Liberty has 66,549,721 common shares (the "
Proposed Transaction and Trading Halt
The LOI includes a typical mutual non-solicitation and exclusivity provision. The LOI expires on the earlier of: (i)
The LOI further contemplates, among other things, the following in connection with the Transaction:
- Liberty will consolidate (the "Consolidation") the outstanding
Liberty Shares , Liberty Warrants, Liberty Units and Liberty stock options on a 3.1:1 basis (the "Liberty Post-Consolidation Shares"); - Liberty Post-Consolidation Shares will be issued to the holders of DrawDown Shares (the "DrawDown Shareholders") in exchange for all of the issued and outstanding DrawDown Shares held by such holders, on the basis of one (1) Liberty Post-Consolidation Share for each one (1) DrawDown Share, resulting in the DrawDown Shareholders owning approximately 70% of the Resulting Issuer at the completion of the Transaction on a non-diluted basis;
- prior to the completion of the Transaction, DrawDown will complete a private placement financing of DrawDown Shares (the "Bridge Financing");
- concurrent with the completion of the Transaction, DrawDown will complete an additional financing of DrawDown Shares;
- DrawDown will make a secured loan to Liberty in the aggregate amount of
USD$2,000,000 (the "Loan") to fund Liberty's working capital requirements. The Loan will be made in advances as follows: - a first advance of
USD$700,000 will occur as soon as practicable following the date hereof; - a second advance of
USD$300,000 will occur onMarch 2, 2020 ; and - subsequent advances will occur on an as-needed and as-available basis in order to fund the working capital requirements of Liberty prior to the completion of the Transaction;
- until the earlier of the termination of the LOI or the completion of the Transaction, certain of Liberty's expenses must be approved by a designated appointee of DrawDown;
- until the parties enter into a definitive agreement, there is a standard fiduciary out clause in favour of Liberty (the "Fiduciary Out");
- if Liberty terminates the LOI pursuant to the Fiduciary Out, Liberty will pay to DrawDown a termination fee of
USD$1,500,000 , and all amounts owed to DrawDown by Liberty pursuant to the Loan will immediately become due and payable; - the restructuring of the board of directors of the Resulting Issuer to consist of up to six directors, with DrawDown selecting at least four directors; and
- the senior management team of the Resulting Issuer will consist of those officers appointed by the new board of directors of the Resulting Issuer.
Liberty and DrawDown will provide further details in respect of the Transaction, including a summary of final agreed-upon material terms and conditions, once a definitive agreement has been fully negotiated and entered into by the parties.
Trading in the Liberty Shares has been halted pursuant to the policies of the TSXV, and Liberty expects that trading will remain halted pending the earlier of the completion of the Transaction and termination of the LOI.
Full details about the Transaction and the Resulting Issuer, including financial information and information of the proposed board and management, will be provided in a further comprehensive press release if and when the parties enter into a definitive agreement in respect of the Transaction, which is presently targeted to occur on or before
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the definitive documentation will be successfully negotiated and signed or that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in securities of Liberty should be considered highly speculative.
The
On Behalf of
CEO & Director
Telephone: 604-336-9820
Cautionary Notes
More details about the Transaction and the Resulting Issuer will be provided in a detailed press release if and when the parties enter into a definitive agreement in respect of the Transaction, which is presently targeted to occur on or before
Investors are cautioned that, except as disclosed in any management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the LOI or the Transaction may not be accurate or complete and should not be relied upon. Any and all information detailed within this press release regarding the Transaction, DrawDown, or Liberty may not be complete and should not be relied upon.
All information contained in this press release with respect to DrawDown, its business and operations was supplied by DrawDown for inclusion herein. Liberty has not conducted due diligence on the information provided and does not assume any responsibility for the accuracy or completeness of such information.
Neither the
Forward-Looking Information Disclaimer
This press release contains certain forward-looking information and statements that reflect the current view and/or expectations of management of each of the parties to the Transaction based on information currently available to the parties with respect to performance, business and future events, including, but not limited to, express or implied statements and assumptions regarding the parties' mutual intention to negotiate a definitive agreement or complete the Transaction and regarding the terms and conditions relating thereto. The use of any of the words "may", "could", "would", "might", "intend", "plan", "expect", "believe", "contemplate", "anticipate", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and statements and are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which each party operates, and as to the outcome and timing of any such future events. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which are difficult to predict, such that actual future results and outcomes may differ materially therefrom. In particular, there is no guarantee that the parties will successfully negotiate and enter into a definitive agreement on mutually acceptable terms or complete the Transaction in the manner contemplated herein, if at all, or that the due diligence of either party will be satisfactory, or that the availability of financing to either party will be sufficient to achieve their respective business objectives, or that the parties will obtain any required board, shareholder, third-party and/or regulatory or other governmental approvals, if any. Accordingly, the reader should not place undue reliance on forward-looking statements and information in this press release, which are qualified in their entirety by this cautionary statement. Liberty disclaims any intention or obligation to update or revise any forward-looking information or statements herein, whether as a result of new information, future events or otherwise, other than as required by applicable securities laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in
SOURCE
© Canada Newswire, source