/NOT FOR DISTRIBUTION TO UNITED
STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
VANCOUVER, BC, May 12, 2021 /CNW/ - Defense Metals Corp.
(TSXV: DEFN) (OTCQB: DFMTF) (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".
Neither the TSX Venture Exchange nor its Regulation Service
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.
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward–looking information or
statements" within the meaning of applicable securities laws, which
may include, without limitation, statements relating to the closing
of the Private Placement, the timing of the closing of the Private
Placement, the use of proceeds from the Private Placement and the
receipt of requisite regulatory approvals. All statements in this
news release, other than statements of historical facts, that
address events or developments that the 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 volatility in the
trading price of the Common Shares, risks relating to the ability
of the Company to obtain the requisite regulatory approvals
relating to the Private Placement, the price of rare earth
elements, the ability to achieve its goals, that general business
and economic conditions will not change in a material adverse
manner, that financing will be available 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 profile on SEDAR at www.sedar.com. While such
estimates and assumptions are considered reasonable by the
management of the Company, they are inherently subject to
significant business, economic, competitive and regulatory
uncertainties and risks. Factors that could cause actual results to
differ materially from those in forward looking statements include,
but are not limited to, failure to obtain regulatory approvals or
to satisfy any other condition to closing of the Private
Placement, continued availability of capital and financing and
general economic, market or business conditions, adverse weather
conditions, failure to maintain or obtain all necessary government
permits, approvals and authorizations, failure to maintain
community acceptance (including First Nations), decrease in the
price of rare earth 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 forward–looking statements or forward–looking information,
except as required by law.
SOURCE Defense Metals Corp.