DEFENSE METALS PROVIDES UPDATE ON NON-BROKERED PRIVATE PLACEMENT FINANCING

Executive Summary

• Defense Metals Corp. announced an amended private placement offering for up to $15 million in gross proceeds (Brokered Offering: $10 M; Non‑Brokered Offering: $5 M).
• The Units consist of one common share plus half a warrant (exercise price $0.45, three‑year term) with acceleration provisions if the TSXV price reaches $0.90 for ten consecutive days.
• Proceeds will fund flow‑sheet optimization, pilot plant testing, energy and transmission studies, a feasibility study on the Wicheeda REE project in early 2026, baseline permitting work, operating expenses and general corporate purposes.

Key Details

• Offering Size: Up to 33,334,000 Units (Brokered) + up to 16,666,667 Units (Non‑Brokered) = aggregate gross proceeds of approximately $15,000,000.
• Unit Composition: 1 common share + ½ warrant per Unit; each full warrant allows purchase of one common share at $0.45 for three years after closing.
• Warrant Acceleration: If TSXV price ≥ $0.90 for ten consecutive trading days, Company may accelerate expiry to the 30th day after notice.
• Agents’ Option: Agents may sell additional Units up to 15% of the Brokered Offering (≈ $1.5 M) and Company may increase Non‑Brokered size by up to 15% (≈ $0.75 M).
• Commission & Warrants to Agents: 7% cash commission on Brokered proceeds; agents receive broker warrants equal to 7% of Units issued, exercisable at $0.30 per share for three years.
• Finder Fees (Non‑Brokered): Up to 5% of gross proceeds attributable to directly sourced purchasers, including any upsize amount.
• Use of Proceeds:
• Optimize and test flow sheet from 2025 pre‑feasibility study.
• Complete pilot plant work supporting optimized flow sheet.
• Conduct energy and transmission studies.
• Commence feasibility study on Wicheeda project in early 2026.
• Continue baseline permitting studies.
• Cover operating expenses and general corporate purposes.
• Closing Date: Expected on or about October 31, 2025, subject to regulatory approvals and TSXV conditional approval.
• Regulatory Framework: Offered under NI 45‑106 listed issuer financing exemption; Units trade freely except for a four‑month TSXV hold period for certain purchasers. U.S. investors may participate only via applicable exemptions.
• Insider Participation: Insiders may partake; transaction qualifies as a related‑party transaction exempt from MI 61‑101 valuation and minority‑shareholder approval thresholds (≤ 25% of market cap).

Notable Quotes

• Mark Tory, President & CEO: “The net proceeds will enable us to advance critical flow‑sheet optimization and move the Wicheeda project toward a definitive feasibility study in early 2026, positioning Defense Metals for the next phase of rare‑earth development.”