Defense Metals Provides Update ON Non-Brokered Private Placement Financing
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THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR
DISSEMINATION IN THE UNITED STATES
DEFENSE METALS PROVIDES UPDATE
ON NON-BROKERED PRIVATE PLACEMENT FINANCING
Vancouver, BC (October 28, 2025) – Defense Metals Corp. (TSXV: DEFN) (“Defense Metals”
or the “Company”) announces, further to its press release dated October 20, 2025, that it has
filed an amended offering document for its private placement offerings previously announced on
October 20, 2025 (collectively, the “Offering”). The amendments include updates on fees payable
in connection with the Non-Brokered Offering (as defined herein ). There are no changes to the
previously announced terms of the Brokered Offering (as defined herein).
Pursuant to the Offering, the Company will offer (i) 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 agg regate gross proceeds of up to
approximately $15,000,000. 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 that number
of additional Units equal to up to 15% of the Brokered Offering, for additional gross proceeds of
up to approximately $1,500,000, 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,
broker warrants entitling the Agents to acquire that number of Common 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 Common Share, exercisable for a period of three
Suite 1020-800 West Pender St.
Vancouver, BC V6C 2V6
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www.defensemetals.com
years following the Closing Date. In addition, in connection with the Non-Brokered Offering eligible
finders will receive from the Company, for purchasers they have directly sourced, finders fees of
up to 5% of the gross proceeds attributable to such purchasers, including any proceeds raised
from an upsize.
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, other than a four
month TSXV hold period applicable to certain purchasers under the policies of the TSXV . 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 St ates 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 amended and restated 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
Suite 1020-800 West Pender St.
Vancouver, BC V6C 2V6
(TSX-V: DEFN)
www.defensemetals.com
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 th e 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: [email protected]
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 i n this news release include s 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
Suite 1020-800 West Pender St.
Vancouver, BC V6C 2V6
(TSX-V: DEFN)
www.defensemetals.com
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, p ublicly available through the Canadian Securities Admi nistrators’
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.