Defense Metals Announces Best Efforts Private Placement Financing FOR Gross Proceeds of up to $15 Million
DEFENSE METALS ANNOUNCES BEST
EFFORTS PRIVATE PLACEMENT FINANCING
FOR GROSS PROCEEDS OF UP TO $15
MILLION
/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR
DISSEMINATION IN
THE UNITED STATES
/
VANCOUVER, BC
,
Oct. 20, 2025
/CNW/ - Defense Metals Corp. (TSXV: DEFN) ("
Defense
Metals
" or the "
Company
") is pleased to announce that it intends to complete a private placement
consisting of (i) a brokered offering of up to 33,334,000 units of the Company (the "
Units
") for gross
proceeds of up to approximately
$10,000,000
(the "
Brokered Offering
"), and (ii) a non-brokered
offering of up to 16,666,667 Units for gross proceeds of up to approximately
$5,000,000
(the "
Non-
Brokered Offering
"), all for aggregate gross proceeds of up to approximately
$15,000,000
(collectively, the "
Offering
"). The Company has entered into an agreement with Paradigm Capital
Inc., as lead agent on behalf of a syndicate of agents (collectively, the "
Agents
"), in connection with
the Brokered Offering.
Each Unit will consist of one common share in the capital of the Company (a "
Common Share
") and
one-half of one Common Share purchase warrant (each whole warrant, a "
Warrant
"). Each Warrant
will entitle the holder thereof to acquire one Common Share (each a "
Warrant Share
") at an
exercise price of
$0.45
for a period of three years following the Closing Date (as defined herein).
The Warrants will be subject to an acceleration provision whereby, if the closing price of the
Common Shares on the TSX Venture Exchange (the "
TSXV
") equals or exceeds
$0.90
for ten
consecutive trading days, the Company may, at its sole discretion, accelerate the expiry date of the
Warrants by providing written notice to holders via news release. In such event, the Warrants will
expire on the 30th day following the date of the news release, unless exercised prior thereto.
The Company has also granted the Agents an option (the "
Agents' Option
") to sell up to that
number of additional Units equal to 15% of the Brokered Offering, for additional gross proceeds of
up to approximately
$1,500,030
, exercisable, by notice in writing to the Company, at any time not
less than 48 hours prior to the Closing Date. In addition, the Company may, at its sole discretion,
increase the size of the Non-Brokered Offering by up to 15%, for additional gross proceeds of up to
approximately
$750,000
.
The Agents will be paid a cash commission by the Company upon closing of the Brokered Offering,
equal to 7% of the gross proceeds of the Brokered Offering, including any proceeds raised upon
exercise of the Agents' Option. The Agents will also receive, on the Closing Date, compensation
options entitling the Agents to acquire that number of Common Shares (the "
Compensation
Shares
") as is equal to 7% of the number of Units issued pursuant to the Brokered Offering,
including any exercise of the Agents' Option, at an exercise price of
$0.30
per Compensation Share,
exercisable for a period of three years following the Closing Date. Additional commissions and
finder's fees may be payable in connection with the Non-Brokered Offering, in accordance with the
policies of the TSXV. In addition, eligible finders will receive, for purchasers they have directly
sourced, a cash commission from the Company upon closing of the Non-Brokered Offering equal to
7% of the gross proceeds attributable to such purchasers, including any proceeds raised from an
upsize. Such finders will also be issued, on the Closing Date, finder's warrants entitling them to
acquire that number of Common Shares (the "
Finder's Shares
") equal to 7% of the number of Units
sold to purchasers they have directly sourced under the Non-Brokered Offering, including any upsize,
at an exercise price of
$0.30
per Finder's Share for a period of three years following the Closing
Date, in accordance with the policies of the TSXV.
The Company intends to use the net proceeds from the sale of the Units, together with its current
working capital, to continue optimization test work on the flow sheet developed for and published
within the 2025 pre-feasibility study, complete pilot plant test work supporting the optimized flow
sheet, conduct energy and transmission studies, commence a feasibility study on the Wicheeda
project in early 2026, and continue baseline studies in support of future permitting. Net proceeds will
also be used for operating expenses and general corporate purposes.
Subject to compliance with applicable regulatory requirements and in accordance with National
Instrument 45-106 –
Prospectus Exemptions
("
NI 45-106
"), the Units will be offered for sale to
purchasers resident in all provinces of
Canada
, other than
Quebec
, and/or other qualifying
jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as
amended by Coordinated Blanket Order 45-935 –
Exemptions from Certain Conditions to the Listed
Issuer Financing Exemption
(the "
Listed Issuer Financing Exemption
"). The Unit Shares and
Warrant Shares underlying the Units are expected to be immediately freely tradeable and will not be
subject to a hold period pursuant to applicable Canadian securities laws. The Units sold under the
Offering may also be issued to purchasers outside of
Canada
, including to purchasers resident in
the
United States
, pursuant to one or more exemptions from the registration requirements of the United
States Securities Act of 1933, as amended (the "
U.S. Securities Act
") which will be subject to
resale restrictions. Purchasers are advised to consult their own legal advisors in this regard.
An offering document related to the Offering (the "
Offering Document
") will be available under the
Company's profile at www.sedarplus.ca and on the Company's website at
www.defensemetals.com
within the time period prescribed under NI 45-106. Prospective investors should read this Offering
Document before making an investment decision.
The Offering is expected to close on or about
October 31, 2025
(the "
Closing Date
") or such other
date or dates and the Company and the lead Agent, on behalf of the Agents, may agree, and will be
subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and
other approvals, including the conditional approval of the TSXV.
It is anticipated that insiders of the Company may participate in the Offering. The issuance of Units
to insiders will be considered a "related party transaction" within the meaning of Multilateral
Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
").
The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant
to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to
section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction,
insofar as it involves interested parties, will not exceed 25% of the Company's market capitalization.
The securities have not been, and will not be, registered under the U.S. Securities Act, or any U.S.
state securities laws, and may not be offered or sold in
the United States
without registration under
the U.S. Securities Act and all applicable state securities laws or compliance with the requirements
of an applicable exemption therefrom. This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities in
the United States
, nor may there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Defense Metals
Defense Metals Corp. is focused on the development of its 100% owned, 11,800-hectare (~29,158-
acre) Wicheeda Rare Earth Element (REE) deposit that is located on the traditional territory of the
McLeod Lake Indian Band in
British Columbia, Canada
.
The Wicheeda project, approximately 80 kilometres (~50 miles) northeast of the city of
Prince
George
, is readily accessible by a paved highway and all-weather gravel roads and is close to
infrastructure, including hydro power transmission lines and gas pipelines. The nearby Canadian
National Railway and major highways allow easy access to the port facilities at
Prince Rupert
, the
closest major North American port to
Asia
.
For further information, please visit
www.defensemetals.com
or contact:
Mark Tory
President and CEO
Tel: +1 604-445-8179
Email:
Caution Regarding Forward Looking Statements:
Certain of the statements made and information contained herein is "forward-looking information"
within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the
Canadian Securities Administrators. These statements and information are based on facts
currently available to the Company and there is no assurance that actual results will meet
management's expectations. Forward-looking statements and information may also be identified by
such terms as "anticipates", "believes", "targets", "estimates", "plans", "expects", "may", "will",
"could" or "would". While the Company considers its assumptions to be reasonable as of the date
hereof, forward-looking statements and information are not guarantees of future performance and
readers should not place undue importance on such statements as actual events and results may
differ materially from those described herein. There can be no assurance that such information will
prove to be accurate, as actual results and future events could differ materially from those
anticipated in such information. Accordingly, readers should not place undue reliance on forward-
looking information. The forward-looking statements in this news release includes without
limitation, statements with respect to the ultimate size of the Offering, the Company meeting all
conditions for a timely closing of the Offering, including obtaining all required approvals, the
proposed use of proceeds of the Offering, and the proposed closing date of the Offering. All
forward-looking information contained in this press release is given as of the date hereof, and is
based on the opinions and estimates of management and information available to management as
of the date hereof. Factors that could cause future results to differ materially from those anticipated
in these forward-looking statements include the risk associated with mineral exploration and
development activities, the risk that the Company will encounter unanticipated geological factors,
or the possibility that the Company may not be able to secure permitting and other agency or
governmental clearances, necessary to carry out the Company's exploration and development
plans, risks of political uncertainties and regulatory or legal changes in the jurisdictions where the
Company carries on its business that might interfere with the Company's business and prospects.
The reader is urged to refer to the Company's reports, publicly available through the Canadian
Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR+) at
www.sedarplus.ca
for a more complete discussion of such risk factors and their potential effects.
The Company disclaims any intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events, or otherwise, except as may be
required by applicable securities laws.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this release.
SOURCE
Defense Metals Corp.
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%SEDAR: 00042886E
CO: Defense Metals Corp.
CNW 20:22e 20-OCT-25