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File: Attachment DEFN - News Release - Announce PP secured financing (Oct 27 2020).pdf

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR
 DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.




        DEFENSE METALS CORP. ANNOUNCES PRIVATE PLACEMENT FINANCING

 News Release - Vancouver, British Columbia   October 27, 2020: Defense Metals Corp. ("Defense Metals"
 or the "Company") (TSX-V: DEFN/ DFMTF: OTCQB / 35D: FSE) is pleased to announce a non-brokered
 private placement of 2,525,000 units (each a "Unit") at a price of $0.20 per Unit for gross proceeds of $505,000.
 Each Unit will be comprised of one common share and one common share purchase warrant (each a "Warrant").
 Each Warrant is exercisable to purchase one common share of the Company at a price of $0.25 per share for a
 period of 12 months from the date of closing of the private placement. The Company has received subscription
 agreements totaling $505,000 for the Units.

 The Company also announces a non-brokered private placement of 405,000 flow-through common shares ("FT
 Shares") at a price of $0.25 per FT Share for gross proceeds of $101,250. The Company has received
 subscription agreements totaling $101,250 for the FT Shares.

 The Company will pay aggregate cash finder's fees of $7,087.50 and will issue 28,350 non-transferable finder
 warrants to certain brokers on a portion of the private placements. The finder warrants otherwise have the same
 terms as the Warrants.

 Three directors of the Company will participate in the private placement. Participation by insiders of the
 Company in the private placements constitutes a "related party transaction" as defined under Multilateral
 Instrument 61-101   Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Because
 the Company's shares trade on the TSX Venture Exchange ("TSXV"), the issuance of securities will be exempt
 from the formal valuation requirements of section 5.4 of MI 61-101 pursuant to subsection 5.5(b) of MI 61-101
 and exempt from the minority approval requirements of section 5.6 of MI 61-101 pursuant to subsection 5.7(1)(a)
 and (b) of MI 61-101.

 The private placements are subject to TSXV approval and all securities will be subject to a four month hold
 period.

 The proceeds from these private placements will be used on the Company's Wicheeda rare earth element project
 located in Prince George, British Columbia and for general working capital purposes.

 Wicheeda REE Project

 The Wicheeda REE project has indicated mineral resources of 4,890,000 tonnes averaging 3.02% LREO
 (Light Rare Earth Elements) and inferred mineral resources of 12,100,000 tonnes averaging 2.90% LREO1.

 Qualified Person

 The scientific and technical information contained in this news release as it relates to the Wicheeda REE Property
 has been reviewed and approved by Kristopher J. Raffle, P.Geo. (BC) Principal and Consultant of APEX


 1Technical Report on the Wicheeda Property, British Columbia, effective June 27, 2020 and prepared by APEX Geoscience
---> Ltd.
 (Steven J. Nicholls, B.A. Sc., MAIG and Kristopher J. Raffle, B.Sc., P.Geo) is available under Defense Metals Corp.'s
---> profile on
 SEDAR (www.sedar.com)
 Geoscience Ltd. of Edmonton, AB, a director of Defense Metals and a "Qualified Person" as defined in National
Instrument 43-101   Standards of Disclosure for Mineral Projects.

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".

For further information, please visit https://defensemetals.com/ or contact:

Todd Hanas, Bluesky Corporate Communications Ltd.
Vice President, Investor Relations
Tel: (778) 994 8072
Email: todd@blueskycorp.ca

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 news release.

This news release does 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 which such offer, solicitation or sale would be unlawful,
including any of the securities in the United States of America. The securities have not been and will not be
registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities
laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as
defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities
laws, or an exemption from such registration requirements is available.

Cautionary Statement Regarding Forward Looking Information

This news release contains "forwardlooking information or statements" within the meaning of applicable securities laws
--->,
which may include, without limitation, statements relating to the private placements, the Company's plans for its Wich
--->eeda
project, use of funds, the technical, financial and business prospects of the Company, its project and other matters. 
--->All
statements in this news release, other than statements of historical facts, that address events or developments that t
--->he
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 the price of rare earth elements, the ability to achieve its g
--->oals, that
general business and economic conditions will not change in a material adverse manner, that financing will be availabl
--->e 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 pro
--->file on
SEDAR at www.sedar.com. 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, mark
--->et or
business conditions, adverse weather conditions, failure to maintain all necessary government permits, approvals and
authorizations, failure to maintain community acceptance (including First Nations), decrease in the price of rare eart
--->h
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
forwardlooking statements or forwardlooking information, except as required by law.
 

Word Document

File: '\\doc\emailin\20201027 161059 Attachment DEFN - News Release - Announce PP secured financing (Oct 27 2020).docx
--->'




NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR
---> INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.



DEFENSE METALS CORP. ANNOUNCES PRIVATE PLACEMENT FINANCING

News Release - Vancouver, British Columbia - October 27, 2020: Defense Metals Corp. ("Defense Metals" or the "Company"
--->) (TSX-V: DEFN/ DFMTF: OTCQB / 35D: FSE) is pleased to announce a non-brokered private placement of 2,525,000 units (e
--->ach a "Unit") at a price of $0.20 per Unit for gross proceeds of $505,000. Each Unit will be comprised of one common s
--->hare and one common share purchase warrant (each a "Warrant"). Each Warrant is exercisable to purchase one common shar
--->e of the Company at a price of $0.25 per share for a period of 12 months from the date of closing of the private place
--->ment.  The Company has received subscription agreements totaling $505,000 for the Units. 

The Company also announces a non-brokered private placement of 405,000 flow-through common shares ("FT Shares") at a p
--->rice of $0.25 per FT Share for gross proceeds of $101,250. The Company has received subscription agreements totaling $
--->101,250 for the FT Shares. 

The Company will pay aggregate cash finder's fees of $7,087.50 and will issue 28,350 non-transferable finder warrants 
--->to certain brokers on a portion of the private placements. The finder warrants otherwise have the same terms as the Wa
--->rrants.

Three directors of the Company will participate in the private placement.  Participation by insiders of the Company in
---> the private placements constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 - Pr
--->otection of Minority Security Holders in Special Transactions ("MI 61-101"). Because the Company's shares trade on the
---> TSX Venture Exchange ("TSXV"), the issuance of securities will be exempt from the formal valuation requirements of se
--->ction 5.4 of MI 61-101 pursuant to subsection 5.5(b) of MI 61-101 and exempt from the minority approval requirements o
--->f section 5.6 of MI 61-101 pursuant to subsection 5.7(1)(a) and (b) of MI 61-101.

The private placements are subject to TSXV approval and all securities will be subject to a four month hold period.

The proceeds from these private placements will be used on the Company's Wicheeda rare earth element project located i
--->n Prince George, British Columbia and for general working capital purposes. 

Wicheeda REE Project

The Wicheeda REE project has indicated mineral resources of 4,890,000 tonnes averaging 3.02% LREO (Light Rare Earth El
--->ements) and inferred mineral resources of 12,100,000 tonnes averaging 2.90% LREO Technical Report on the Wicheeda Prop
--->erty, British Columbia, effective June 27, 2020 and prepared by APEX Geoscience Ltd. (Steven J. Nicholls, B.A. Sc., MA
--->IG and Kristopher J. Raffle, B.Sc., P.Geo) is available under Defense Metals Corp.'s profile on SEDAR (www.sedar.com) 
.

Qualified Person

The scientific and technical information contained in this news release as it relates to the Wicheeda REE Property has
---> been reviewed and approved by Kristopher J. Raffle, P.Geo. (BC) Principal and Consultant of APEX Geoscience Ltd. of E
--->dmonton, AB, a director of Defense Metals and a "Qualified Person" as defined in National Instrument 43-101 - Standard
--->s of Disclosure for Mineral Projects.  
 
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" en
--->ergy 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. Defens
--->e Metals Corp. trades in Canada under the symbol "DEFN" on the TSX Venture Exchange, in the United States, under "DFMT
--->F" on the OTCQB and in Germany on the Frankfurt Exchange under "35D".

For further information, please visit https://defensemetals.com/  or contact:
Todd Hanas, Bluesky Corporate Communications Ltd. 
Vice President, Investor Relations 
Tel: (778) 994 8072
Email: todd@blueskycorp.ca

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 news release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sal
--->e of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including 
--->any of the securities in the United States of America. The securities have not been and will not be registered under t
--->he United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offer
--->ed or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S unde
--->r the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such r
--->egistration requirements is available.

Cautionary Statement Regarding Forward Looking Information 

This news release contains "forwardᓠlooking information or statements" within the meaning of applicable securiti
--->es laws, which may include, without limitation, statements relating to the private placements, the Company's plans for
---> its Wicheeda project, use of funds, the technical, financial and business prospects of the Company, its project and o
--->ther matters. All statements in this news release, other than statements of historical facts, that address events or d
--->evelopments that the Company expects to occur, are forward-looking statements. Although the Company believes the expec
--->tations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guar
--->antees of future performance and actual results may differ materially from those in the forward-looking statements. Su
--->ch statements and information are based on numerous assumptions regarding present and future business strategies and t
--->he environment in which the Company will operate in the future, including the price of rare earth elements, the abilit
--->y to achieve its goals, that general business and economic conditions will not change in a material adverse manner, th
--->at financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects t
--->he Company's views with respect to future events and is subject to risks, uncertainties and assumptions, including tho
--->se filed under the Company's profile on SEDAR at www.sedar.com. Factors that could cause actual results to differ mate
--->rially 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 all ne
--->cessary government permits, approvals and authorizations, failure to maintain community acceptance (including First Na
--->tions), decrease in the price of rare earth elements, the impact of Covid-19 or other viruses and diseases on the Comp
--->any's ability to operate increase in costs, litigation, and failure of counterparties to perform their contractual obl
--->igations. The Company does not undertake to update forwardᴽlooking statements or forwardᵛlooking informati
--->on, except as required by law.