Mr. Mark Tory reports

DEFENSE METALS ANNOUNCES BEST EFFORTS PRIVATE PLACEMENT FINANCING FOR GROSS PROCEEDS OF UP TO $8 MILLION AND CONCURRENT NON-BROKERED FINANCING FOR GROSS PROCEEDS OF UP TO $1,000,000

Defense Metals Corp. has entered into an agreement with Paradigm Capital Inc. as lead agent and sole bookrunner for and on behalf of a syndicate of agents in connection with a proposed best-effort private placement financing for total proceeds of up to approximately $8-million, consisting of up to 11,765,000 flow-through units of the company at a price of 17 cents per flow-through unit and up to 40 million hard-dollar units of the company at a price of 15 cents per hard-dollar unit.

Each flow-through unit will consist of one common share of the company that will qualify as a flow-through share (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)) and one-half of one common share purchase warrant. Each flow-through unit warrant will also qualify as a flow-through share (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)).

Each hard-dollar unit will consist of one common share and one-half of one common share purchase warrant, which, for greater certainty, will not qualify as a flow-through share.

Each flow-through unit warrant and hard-dollar unit warrant will entitle the holder thereof to acquire one common share at an exercise price of 20 cents for a period of three years following the closing date of the offering. The warrant shares will not qualify as flow-through shares.

The company will also grant the agents an option to sell up to that number of additional offered securities equal to 15 per cent of the base offering size, for additional gross proceeds of up to $1,200,008, exercisable, by notice in writing to the company, at any time not less than 48 hours prior to the closing date (as defined herein).

The agents will be paid by the company on closing of the offering a cash commission equal to 7 per cent of the gross proceeds of the offering, including on any exercise of the agent option, other than in respect of sales of up to $1-million to certain investors designated by the company on a president list, for which the company shall pay a commission equal to 3.5 per cent.

The agents will also receive on the closing date compensation options entitling the agents to acquire that number of common shares as is equal to 7 per cent of the number of offered securities issued pursuant to the offering, including on any exercise of the agent option, at an exercise price of 15 cents, exercisable for a period of 24 months following the closing date, other than in respect of sales to the president list, for which the agents shall be entitled to that number of common shares equal to 3.5 per cent of the number of offered securities issued to investors on the president list.

The net proceeds from the sale of the hard-dollar units will be used for non-flow-through eligible operating expenses and for general corporate and working capital purposes and the gross proceeds from the sale of the flow-through units will be used for eligible flow-through expenditures on the company's Wicheeda project. With these proceeds, the company will also continue to optimize the Wicheeda project design, make further progress on environmental and permitting work, and explore strategic initiatives to strengthen its ability to build the project in the shortest time frame possible.

The offering will be conducted in all provinces of Canada pursuant to private placement exemptions, in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, and in such other jurisdictions as are agreed to by the company and the agents. The offering is expected to close on or about May 12, 2025 and will be subject to receipt of requisite approvals and customary closing conditions, including the listing of the common shares, warrant shares and compensation shares on the TSX Venture Exchange. All securities issued pursuant to the offering and the concurrent offering (as defined herein) will have a hold period of four months and one day.

The company intends to complete a non-brokered offering of offered securities for gross proceeds of up to $1-million contemporaneously with or shortly following the closing of the offering.

It is anticipated that insiders of the company may participate in the offering. The issuance of offered securities 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. 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, does not exceed 25 per cent of the company's market capitalization.

About Defense Metals Corp.

Defense Metals is focused on the development of its 100-per-cent-owned, 11,800-hectare (approximately 29,158-acre) Wicheeda rare earth element (REE) property, which is located on the traditional territory of the McLeod Lake Indian Band in British Columbia, Canada.

The Wicheeda project, approximately 80 kilometres (approximately 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. The company recently completed a preliminary feasibility study (PFS) that demonstrated the robust economics of the project.

We seek Safe Harbor.