/NOT FOR DISTRIBUTION TO UNITED
STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
VANCOUVER, BC, May 18, 2021 /CNW/ - Defense Metals Corp. (TSXV:
DEFN) (OTCQB: DFMTF) (FSE: 35D) ("Defense Metals" or the "Company")
is pleased to announce that it has closed its previously announced
private placement to institutional investors of its common shares
("Common Shares") and warrants to purchase common shares
("Warrants") for aggregate gross proceeds to the Company of
Cdn$5.0 million (the "Private
Placement"). Pursuant to the Private Placement, the Company issued
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 are exercisable at an exercise price of Cdn$0.425 per Common Share at any time on or
prior to May 17, 2024.
H.C. Wainwright & Co. acted as the exclusive placement agent
for the Private Placement in the United
States. H.C. Wainwright & Co. received (i) a cash
commission of Cdn$400,000 (equal to
8.0% of the gross proceeds of the Private Placement) and (ii)
1,250,000 non-transferable compensation warrants (the "Agent
Warrants"). The Agent Warrant are exercisable at an exercise price
of Cdn$0.32 per Common Share at any
time on or before May 17, 2024.
The Company intends to use the net proceeds of the Private
Placement 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 intended
specific allocation of the proceeds are disclosed in the Prospectus
Supplement referred to below.
The Common Shares and Warrants issued under the Private
Placement were qualified by way of a prospectus supplement (the
"Prospectus Supplement") under the Company's base shelf prospectus
dated May 4, 2021 which was filed in
each of the provinces of Canada,
except Québec. Copies of the Prospectus Supplement and the base
shelf prospectus are available under the Company's profile at
www.sedar.com. In the United
States, the Common Shares and Warrants were offered and sold
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 all applicable state securities laws.
No securities were offered or sold to Canadian
purchasers.
The securities issued under the Private Placement are subject to
resale restrictions in the United
States under applicable U.S. federal and state securities
laws with no resale restrictions in Canada.
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 regarding the intended
use of proceeds from the Private Placement. 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, 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, 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.