Mr. Mark Tory reports
DEFENSE METALS ANNOUNCES NON-BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF UP TO $6,000,000
Defense Metals Corp. intends to complete a non-brokered private placement for gross proceeds of up to approximately $6-million pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 (Prospectus Exemptions), as amended by Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption) and other applicable prospectus exemptions under NI 45-106.
The company intends to complete the offering through the issuance of up to 42,857,142 units of the company at a price of 14 cents per unit. Each unit will consist of one common share in the capital of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share at an exercise price of 21 cents per warrant share for a period of 36 months following the closing date (as defined herein).
The company may compensate certain eligible finders in connection with the offering and may pay a cash commission of up to 7.0 per cent of the gross proceeds raised from purchasers introduced by such finders. The company may also issue to such finders non-transferable finder warrants equal to up to 7.0 per cent of the number of units sold to purchasers introduced by such finders. Each finder's warrant will be exercisable to acquire one common share at a price of 14 cents per common share for a period of 24 months from the applicable closing date.
As part of the offering, the company expects to receive a significant lead order of approximately $500,000 from Guy de Selliers, executive chairman of the company. Other members of the company's management team may also participate in the offering.
The company intends to use the net proceeds from the offering, together with its current working capital, to continue to advance the Wicheeda project toward a feasibility study, to advance environmental and social baseline work to support future permitting, and for general and administrative expenses and general corporate purposes.
Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the units sold pursuant to the listed issuer financing exemption will be offered to purchasers resident in all provinces and territories of Canada, other than the province of Quebec, and in certain offshore jurisdictions. In accordance with the rules and policies of the TSX Venture Exchange, the securities issued under the LIFE offering will not be subject to resale restrictions under applicable Canadian securities laws. The units issued under the offering that are issued under prospectus exemptions other than the listed issuer financing exemption will be offered to purchasers resident in all provinces and territories of Canada and in certain offshore jurisdictions. All securities issued under the non-LIFE offering, including any warrant shares issuable upon exercise of the warrants forming part of the units, will be subject to a statutory hold period of four months and one day from the date of distribution in accordance with applicable Canadian securities laws and the policies of the TSX-V.
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 U.S. Securities Act of 1933, as amended, which will be subject to resale restrictions. Purchasers are advised to consult their own legal advisers in this regard.
There is an offering document related to the LIFE offering that can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors in the LIFE offering should read this offering document before making an investment decision.
It is expected that the initial closing of the offering will take place in October, 2026, or such other date(s) as may be determined by the company. The offering may close in one or more tranches. Completion of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX-V. The completion of the LIFE offering is also conditional on the company raising minimum gross proceeds of at least $3-million. The closing of the non-LIFE offering is not conditional upon the company satisfying the minimum aggregate offering, and may proceed independently of the LIFE offering.
It is anticipated that insiders of the company, including Mr. de Selliers, executive chairman of the company, and other members of the company's management team, 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). The company intends to rely 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, is not expected to 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 deposit that 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.
We seek Safe Harbor.
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