/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES./
VANCOUVER, BC, April 27,
2023 /CNW/ - Defense Metals Corp. ("Defense
Metals" or the "Company") (TSXV: DEFN) (OTCQB: DFMTF)
(FSE: 35D) is pleased to announce a non-brokered private placement
financing (the "LIFE Offering") of up to 22,367,977
Common Shares of the Company ("Common Shares") at a price of
$0.26 per Common Share, and a
Concurrent Placement (as defined below) of up to 25,708,946 Common
Shares at a price of $0.26 per Common
Share, for aggregate gross proceeds of C$12.5 million (collectively, the
"Offering"). As part of the Concurrent Placement, the
Company has received a lead order from RCF Opportunities Fund II
L.P. ("RCF") for approximately C$6.6
million. John Robins,
Strategic Advisor to the Company will also participate in the
Offering.
Craig Taylor, CEO of Defense
Metals, commented: "We are very pleased to welcome RCF as a key
shareholder to the Company and recognize its investment as a strong
validation of our project and our team. This financing will leave
us well financed to continue to advance Wicheeda and fully funded
to complete our Pre-Feasibility Study and progress other
initiatives. We also appreciate the continued support of our
existing shareholders including John
Robins of Discovery Group."
Russ Cranswick, Partner and Head
of RCF, further stated: "At Resource Capital Funds, we strive to
invest in unique and high quality opportunities in the mining
industry and we are excited to support Defense Metals as a
pre-eminent REE developer with a highly strategic asset in
North America as the market
continues to sharpen its focus on the supply of these critical
metals."
Subject to compliance with applicable regulatory requirements
and in accordance with National Instrument 45-106 – Prospectus
Exemptions ("NI 45-106"), the Common Shares issuable
pursuant to the LIFE Offering will be offered for sale to
purchasers resident in Canada,
except Quebec, and/or other
qualifying jurisdictions pursuant to the listed issuer financing
exemption under Part 5A of NI 45-106 (the "Listed Issuer
Financing Exemption"). Because the LIFE Offering is being
completed pursuant to the Listed Issuer Financing Exemption, the
Common Shares issued under the LIFE Offering will not be subject to
a hold period pursuant to applicable Canadian securities laws.
Agentis Capital Mining Partners is acting as financial advisor
to the Company. Finder's fees may be payable in connection with the
LIFE Offering and/or the Concurrent Placement, all in accordance
with the policies of the TSX Venture Exchange and applicable
securities laws.
There is an offering document related to the LIFE Offering that
can be accessed under the Company's profile at www.sedar.com and on
the Company's website at www.defensemetals.com. Prospective
investors should read this offering document before making an
investment decision.
In addition to the LIFE Offering, the Company intends to
complete a concurrent private placement to purchasers
pursuant to applicable exemptions under NI 45-106 (the
"Concurrent Placement").
RCF has agreed to subscribe, as lead order in the Concurrent
Placement, for approximately C$6.6
million for 25,552,380 Common Shares, representing
approximately 9.99% of the issued and outstanding common shares of
Defense Metals upon completion of the Offering. Closing of the lead
order from RCF, as well as the LIFE Offering and Concurrent
Placement, are conditional upon the Company raising minimum
aggregate gross proceeds of C$12.5
million (inclusive of RCF's lead order) from both the LIFE
Offering and Concurrent Placement. In consideration for RCF
agreeing to subscribe as lead order in the Concurrent Placement,
RCF shall be granted the right to participate in subsequent equity
or debt financings of the Company on a pro rata basis based on
RCF's ownership stake (determined on a partially diluted basis
immediately prior to the proposed financing), while RCF's ownership
in the Company is greater than or equal to 5% (determined on a
partially diluted basis). The Common Shares issued in the
Concurrent Placement will be subject to a four month hold
period.
The Company intends to use the net proceeds of the LIFE Offering
and the Concurrent Placement to advance the Company's wholly-owned
Wicheeda Rare Earth Elements Project ("Wicheeda") including:
(i) the completion of the ongoing pre-feasibility study work; (ii)
regional exploration activities; and (iii) general working capital
and corporate expenses.
The closing dates of the Life Offering and the Concurrent
Placement are expected to occur on or about May 18, 2023, or such later date or dates as the
Company may determine, and are subject to certain conditions
including, but not limited to, the receipt of all necessary
approvals, including conditional approval from the TSX Venture
Exchange. Completion of the Concurrent Placement and the LIFE
Offering are conditional upon the Company raising minimum aggregate
gross proceeds of C$12.5 million
(inclusive of RCF's lead order) from both the LIFE Offering and the
Concurrent Placement.
The Common Shares of the Company have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act") or any U.S. state securities laws and
may not be offered or sold in the United
States absent registration or an available exemption from
the registration requirements of the U.S. Securities Act and
applicable U.S. state securities laws. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there by any sale of the securities referenced in this
press release, in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Qualified Person
The scientific and technical information contained in this news
release has been reviewed and approved by Kristopher J. Raffle,
P.Geo. (B.C.), Principal and Consultant of APEX Geoscience Ltd. of
Edmonton, Alberta, who is a
director of Defense Metals and a "Qualified Person" as defined in
National Instrument 43-101.
About the Wicheeda REE
Property
Defense Metals 100% owned, 4,262-hectare (~10,532-acre) Wicheeda
Light REE property is located approximately 80 km northeast of the
city of Prince George, British
Columbia; population 77,000. The Wicheeda REE Project is
readily accessible by all-weather gravel roads and is near
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 2021 Wicheeda REE Project Preliminary Economic Assessment
technical report ("PEA") outlined a robust after-tax net present
value (NPV@8%) of $517 million and an
18% IRR1. This PEA contemplated an
open pit mining operation with a 1.75:1 (waste:mill feed) strip
ratio providing a 1.8 Mtpa ("million tonnes per year") mill
throughput producing an average of 25,423 tonnes REO annually over
a 16 year mine life. A Phase 1 initial pit strip ratio of 0.63:1
(waste:mill feed) would yield rapid access to higher grade surface
mineralization in year 1 and payback of $440
million initial capital within 5 years.
About Defense Metals
Corp.
Defense Metals Corp. is focused on the development of its
100% owned Wicheda Project that contains Rare Earth Elements that
are commonly used in the defense industry, national security sector
and in the production of green energy technologies, such as, rare
earths magnets used in wind turbines and in permanent magnet motors
for electric vehicles.
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".
Defense Metals is a proud member of Discovery Group. For more
information please visit: http://www.discoverygroup.ca/
For further information, please visit www.defensemetals.com
or contact:
Todd Hanas, Bluesky Corporate
Communications Ltd.
Vice President, Investor Relations
Tel: (778) 994 8072
Email: todd@blueskycorp.ca
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Cautionary Statement 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 terms
and completion of the LIFE Offering and Concurrent Placement, the
use of proceeds of the LIFE Offering and Concurrent Placement,
advancing the Wicheeda REE Project, the expected benefits and
outcomes of the hydrometallurgical pilot plant, the expected
completion of the hydrometallurgical pilot plant and the expected
timelines, the completion of the PFS, the technical, financial and
business prospects of the Company, its project and other matters.
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 the price of rare earth elements, the anticipated costs
and expenditures, 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 the risks and
uncertainties relating to the interpretation of exploration and
metallurgical results, risks related to the inherent uncertainty of
exploration and development and cost estimates, the potential for
unexpected costs and expenses and those other risks 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, the ability of the Company to complete the LIFE Offering and
Concurrent Placement on the terms described herein, including
obtaining the requisite approval of the TSX Venture Exchange,
continued availability of capital and financing and general
economic, market or business conditions, adverse weather and
climate conditions, failure to maintain or obtain all necessary
government permits, approvals and authorizations, failure to
maintain community acceptance (including First Nations), risks
relating to unanticipated operational difficulties (including
failure of equipment or processes to operate in accordance with
specifications or expectations, cost escalation, unavailability of
personnel, materials and equipment, government action or delays in
the receipt of government approvals, industrial disturbances or
other job action, and unanticipated events related to health,
safety and environmental matters), risks relating to inaccurate
geological, metallurgical and engineering assumptions, 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, an
inability to predict and counteract the effects of COVID-19 on the
business of the Company, including but not limited to, the effects
of COVID-19 on the price of commodities, capital market conditions,
restriction on labour and international travel and supply chains,
loss of key employees, consultants, or directors, increase in
costs, delayed results, 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.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/defense-metals-corp-announces-private-placements-for-aggregate-proceeds-of-12-5-million-with-lead-order-from-rcf-opportunities-fund-ii-lp-of-6-6-million-301809622.html
SOURCE Defense Metals Corp.