DEFENSE METALS ANNOUNCES BEST EFFORTS PRIVATE PLACEMENT FINANCING FOR GROSS PROCEEDS OF UP TO $15 MILLION

Executive Summary

• Defense Metals Corp. announced a best‑efforts private placement targeting up to $15 million in gross proceeds.
• The offering consists of a brokered component (up to 33,334,000 units for ~$10 M) and a non‑brokered component (up to 16,666,667 units for ~$5 M), each unit comprising one common share plus half a warrant at an exercise price of $0.45.
• Net proceeds will fund flow‑sheet optimization, pilot‑plant testing, energy studies, a feasibility study on the Wicheeda REE project in early 2026, and general corporate purposes.

Key Details

• Units Structure: Each Unit = 1 common share + ½ warrant (full warrant gives right to purchase one additional common share at $0.45 for three years).
• Brokered Offering: Up to 33,334,000 Units → gross proceeds ≈ $10 M. Lead agent: Paradigm Capital Inc.
• Non‑Brokered Offering: Up to 16,666,667 Units → gross proceeds ≈ $5 M.
• Agents’ Option: Ability to sell additional units equal to 15% of the brokered offering (≈1,500,030 Units) for up to $1.5 M; Company may upsize non‑brokered portion by 15% (up to $750k).
• Commission & Compensation:
• Cash commission on brokered proceeds: 7% of gross proceeds.
• Agents receive compensation shares equal to 7% of units issued, exercisable at $0.30 per share for three years.
• Finders in the non‑brokered portion receive similar 7% cash commissions and warrants under TSXV policies.
• Use of Proceeds:
• Continue optimization test work on flow sheet from 2025 pre‑feasibility study.
• Complete pilot‑plant testing of optimized flow sheet.
• Conduct energy and transmission studies.
• Commence feasibility study for the Wicheeda REE project in early 2026.
• Ongoing baseline studies for permitting, operating expenses, and general corporate purposes.
• Closing Date: Expected on or about October 31 2025, subject to regulatory approvals (including TSXV conditional approval).
• Regulatory Framework: Offering relies on NI 45‑106 listed issuer financing exemption; units are freely tradeable upon issuance with no hold period in Canada (excluding Quebec) and may be offered to U.S. investors under applicable exemptions.

Notable Quotes

• “The net proceeds from this financing will enable us to advance critical flow‑sheet optimization, pilot‑plant validation, and the upcoming feasibility study for Wicheeda, positioning Defense Metals for accelerated development of our flagship rare earth project.” – Mark Tory, President & CEO

Materiality Assessment: Material – Positive (significant capital raise to fund key development milestones).