Defence Therapeutics Announces Private Placement of Units for Proceeds of up to $11 Million

Executive Summary

• Defence Therapeutics announced a private placement of up to 20 million units at $0.55 per unit, targeting gross proceeds of up to CAD 11 million.
• A binding term sheet with two institutional investors secures CAD 6 million of the proceeds, which will be deposited in escrow and released to the company in monthly cash tranches over an 18‑month period under a sharing agreement tied to the share price benchmark.
• Proceeds are earmarked for advancing ADC and radiopharmaceutical programs, partnership development, and working capital.

Key Details

• Units Offered: Up to 20,000,000 units at $0.55 CAD per unit (aggregate gross proceeds up to CAD 11,000,000).
• Unit Composition: Each unit = 1 common share + 1 common share purchase warrant.
• Warrant Terms: Exercise price $0.65 CAD per share; exercisable for 24 months; equity blocker prevents ownership >9.99% of outstanding shares. Total warrants to be issued: 10,909,091.
• Binding Term Sheet: Two arm’s‑length institutional investors committed to CAD 6,000,000 (the “Investors’ Proceeds”).
• Escrow Arrangement: Units and Investors’ Proceeds placed in escrow; upon closing, units delivered to investors and cash released to the company in monthly tranches of CAD 333,333 over 18 months.
• Sharing Agreement Mechanics:
• Monthly release of ~606,060 shares over 18 months, contingent on cash tranche receipt.
• Benchmark price: $0.7332 CAD per share.
• If settlement price > benchmark, company receives >100% of the monthly cash due (no cap).
• If settlement price < benchmark, company receives <100% of the cash due (pro‑rata reduction).
• Corporate Finance Fee: Investors receive a fee of CAD 360,000, payable in cash or via issuance of 654,546 units at the private placement price.
• Deposit: Non‑refundable deposit of CAD 65,000 to be satisfied by issuing 118,182 units at the placement price upon CSE approval.
• Use of Proceeds: Advance ADC and radiopharmaceutical programs, develop partnerships, and fund working capital. Potential finder’s fees may be paid in accordance with exchange policies.
• Closing Expectation: Anticipated on or about March 6 2026, subject to CSE approval.
• Resale Restrictions: All securities issued will be subject to applicable Canadian resale restrictions.

Notable Quotes

(No direct quotes were provided in the release.)