Defense Metals Announces Closing of CDN$5.0 Million Private Placement Offering with Institutional Investors
Defense Metals Announces Closing of
CDN$5.0 Million Private Placement Offering
with Institutional Investors
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWS WIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
VANCOUVER, BC
,
May 18, 2021
/CNW/ - Defense Metals Corp. (TSXV: DEFN) (OTCQB: DFMTF)
(FSE: 35D) ("Defense Metals" or the "Company") is pleased to announce that it has closed its
previously announced private placement to institutional investors of its common shares ("Common
Shares") and warrants to purchase common shares ("Warrants") for aggregate gross proceeds to
the Company of
Cdn$5.0 million
(the "Private Placement"). Pursuant to the Private Placement, the
Company issued 15,625,000 Common Shares and Warrants to purchase up to 15,625,000 Common
Shares at a purchase price of
Cdn$0.32
per Common Share and associated Warrant. The Warrants
are exercisable at an exercise price of
Cdn$0.425
per Common Share at any time on or prior to
May 17, 2024
.
H.C. Wainwright & Co. acted as the exclusive placement agent for the Private Placement in
the
United States
. H.C. Wainwright & Co. received (i) a cash commission of
Cdn$400,000
(equal to
8.0% of the gross proceeds of the Private Placement) and (ii) 1,250,000 non-transferable
compensation warrants (the "Agent Warrants"). The Agent Warrant are exercisable at an exercise
price of
Cdn$0.32
per Common Share at any time on or before
May 17, 2024
.
The Company intends to use the net proceeds of the Private Placement to complete a preliminary
economic assessment for the Wicheeda Project, conduct an exploration program and further
environmental studies on the Wicheeda Property, formalize a contract to build a hydrometallurgical
pilot plant and for working capital and general corporate purposes. Details as to the intended
specific allocation of the proceeds are disclosed in the Prospectus Supplement referred to below.
The Common Shares and Warrants issued under the Private Placement were qualified by way of a
prospectus supplement (the "Prospectus Supplement") under the Company's base shelf prospectus
dated
May 4, 2021
which was filed in each of the provinces of
Canada
, except Québec. Copies of
the Prospectus Supplement and the base shelf prospectus are available under the Company's profile
at
www.sedar.com
. In
the United States
, the Common Shares and Warrants were offered and sold
on a private placement basis pursuant to exemptions from, or in transactions not subject to, the
registration requirements of the United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), and all applicable state securities laws. No securities were offered or sold to
Canadian purchasers.
The securities issued under the Private Placement are subject to resale restrictions in
the United
States
under applicable U.S. federal and state securities laws with no resale restrictions in
Canada
.
This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall
there be any sale of any of the securities in any jurisdiction in
Canada
in connection with the Private
Placement.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This
news release shall not constitute an offer of securities for sale, or the solicitation of an offer to
acquire, purchase or subscribe for any securities, in
the United States
. The securities being offered
have not been, nor will they be, registered under the U.S. Securities Act and such securities may not
be offered or sold within
the United States
absent registration under U.S. federal and state
securities laws or an applicable exemption from such U.S. registration requirements.
About Defense Metals Corp.
Defense Metals Corp. is a mineral exploration company focused on the acquisition of mineral
deposits containing metals and elements commonly used in the electric power market, military,
national security and the production of "GREEN" energy technologies, such as, high strength alloys
and rare earth magnets. Defense Metals has an option to acquire 100% of the 1,708 hectare
Wicheeda Rare Earth Element Property located near
Prince George, British Columbia
, Canada.
Defense Metals Corp. trades in
Canada
under the symbol "DEFN" on the TSX Venture Exchange, in
the United States
, under "DFMTF" on the OTCQB and in
Germany
on the Frankfurt Exchange under
"35D".
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
news release.
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward–looking information or statements" within the meaning of
applicable securities laws, which may include, without limitation, statements regarding the intended
use of proceeds from the Private Placement. All statements in this news release, other than
statements of historical facts, that address events or developments that the Company expects to
occur, are forward-looking statements. Although the Company believes the expectations expressed
in such forward-looking statements are based on reasonable assumptions, such statements are not
guarantees of future performance and actual results may differ materially from those in the forward-
looking statements. Such statements and information are based on numerous assumptions regarding
present and future business strategies and the environment in which the Company will operate in the
future, including volatility in the trading price of the Common Shares, the price of rare earth
elements, the ability to achieve its goals, that general business and economic conditions will not
change in a material adverse manner, that financing will be available if and when needed and on
reasonable terms.
Such forward-looking information reflects the Company's views with respect to future events and is
subject to risks, uncertainties and assumptions, including those filed under the Company's profile on
SEDAR at
www.sedar.com
. While such estimates and assumptions are considered reasonable by
the management of the Company, they are inherently subject to significant business, economic,
competitive and regulatory uncertainties and risks. Factors that could cause actual results to differ
materially from those in forward looking statements include, but are not limited to, continued
availability of capital and financing and general economic, market or business conditions, adverse
weather conditions, failure to maintain or obtain all necessary government permits, approvals and
authorizations, failure to maintain community acceptance (including First Nations), decrease in the
price of rare earth elements, the impact of COVID-19 or other viruses and diseases on the
Company's ability to operate, increase in costs, litigation, and failure of counterparties to perform
their contractual obligations. The Company does not undertake to update forward–looking
statements or forward–looking information, except as required by law
SOURCE
Defense Metals Corp.
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For further information:
Todd Hanas, Bluesky Corporate Communications Ltd., Vice President,
Investor Relations, Tel: (778) 994 8072, Email: [email protected]
CO: Defense Metals Corp.
CNW 08:45e 18-MAY-21