Defense Metals Corp. (OTCQB: DFMTF) (TSX-V: DEFN) (FSE: 35D) (“Defense Metals” or the “Company”) is pleased to announce that it has entered into a securities purchase agreement for a private placement of its common shares (“Common Shares”) and warrants to purchase common shares (“Warrants”) to institutional investors only for aggregate gross proceeds to the Company of Cdn$5.0 million (the “Private Placement”). Pursuant to the Private Placement, the Company will issue 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 will be exercisable at an exercise price of Cdn$0.425 per Common Share at any time prior to the three-year anniversary of the closing date of the Private Placement (the “Closing Date”).
H.C. Wainwright & Co. is acting as the exclusive placement agent for the private placement in the United States.
The Common Shares and Warrants to be issued under the Private Placement will be qualified by way of a prospectus supplement under the Company’s base shelf prospectus dated May 4, 2021 (collectively, the “Prospectus Supplement”) which supplement will be filed in each of the provinces of Canada, except Québec. In the United States, the Common Shares, Warrants and the shares issuable upon the exercise of the Warrants will be offered 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 any applicable state securities laws.
The net proceeds of the Private Placement are expected to be used by the Company in order 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 specific allocation of the proceeds will be disclosed in the Prospectus Supplement.
The Company expects the Closing Date to occur on or about May 17, 2021. The Company has applied to list the Common Shares issued in the Private Placement and the Common Shares underlying the Warrants on the TSX Venture Exchange (the “TSXV”). The Private Placement is subject to the satisfaction of certain customary closing conditions, including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including, the acceptance of the TSXV.
No securities were offered for sale or sold to Canadian residents.
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”.