/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, Oct. 16, 2026 /CNW/ — Defense Metals Corp. (TSXV: DEFN) (OTCQB: DFMTF) (“Defense Metals” or the “Company“) is pleased to announce that the Company has closed the first tranche of its previously announced non-brokered private placement, pursuant to the “listed issuer financing exemption” under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106“), as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “LIFE Offering“) and other applicable prospectus exemptions under NI 45-106 (the “Non-LIFE Offering“, and together with the LIFE Offering, the “Offering“), for aggregate gross proceeds of approximately C$3,647,877. The Company anticipates closing a second and final tranche of the Offering in the coming week.
Under the first tranche of the Offering, the Company issued 38,994,395 Units of the Company (each, a “Unit“) at a price of C$0.14 per Unit, comprised of 28,927,143 Units issued under the LIFE Offering and 10,067,252 Units issued under the Non-LIFE Offering. Each Unit consists of one common share in the capital of the Company (a “Common Share“) and one-half of one common share purchase warrant (each whole warrant, a “Warrant“). Each whole Warrant entitles the holder thereof to acquire one Common Share (each, a “Warrant Share“) at an exercise price of C$0.21 per Warrant Share for a period of 36 months following the closing date.
The Company intends to use the net proceeds from the Offering to advance the Company’s 100%-owned Wicheeda Rare Earth Element Project in British Columbia, including support for the Company’s ongoing work toward its full feasibility study, and for general working capital and corporate purposes.
In connection with the first tranche of the Offering, the Company paid cash commissions of C$ $99,484 to certain eligible finders in respect of purchasers introduced by such finders. The Company also issued to such finders an aggregate of 710,599 non-transferable finder’s warrants (the “Finder’s Warrants“). Each Finder’s Warrant is exercisable to acquire one Common Share at a price of C$0.14 per Common Share for a period of 24 months from the closing date.
The Units issued to Canadian resident subscribers under the LIFE Offering are not subject to a hold period pursuant to applicable Canadian securities legislation, other than a four-month hold period under the policies of the TSX Venture Exchange (the “TSXV“) applicable to certain purchasers, expiring February 17, 2027. The Units issued pursuant to the Non-LIFE Offering are subject to a statutory hold period of four months and a day from the closing date in accordance with applicable securities laws, also expiring February 17, 2027. The Offering is subject to the final approval of the TSXV.
Insiders of the Company participated in the Offering for approximately C$540,011. The issuance of Units to insiders is considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Company’s market capitalization.
The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements. “United States” and “U.S. person” have the respective meanings assigned in Regulation S under the U.S. Securities Act.
About Defense Metals Corp. and the Wicheeda Rare Earth Element Project
Defense Metals Corp. is an advanced rare earth elements (“REE“) development company focused on delivering strategically critical metals to the western world defence, high-technology, and clean energy supply chains. The Company’s primary asset is its 100%-owned Wicheeda REE deposit, located near Prince George, British Columbia, Canada.
The Wicheeda Project is one of the most advanced, undeveloped REE deposits in North America or Europe, featuring a robust mineral resource and mining reserve, as detailed in the Company’s 2025 Preliminary Feasibility Study (“PFS“; refer to Company News Release April 7th, 2025) prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects. The PFS shows the economic potential of the deposit and supports future project development.
Defense Metals is committed to advancing the Wicheeda Project through the Feasibility Study stage, permitting, and ultimately into production, positioning the Company to become a reliable supplier of critical REEs that are essential to modern defence systems, advanced manufacturing, and energy-efficient technologies.
The PFS for the Wicheeda Rare Earth Element Project is preliminary in nature and includes numerous assumptions regarding metallurgy, capital and operating costs, and market conditions. Mineral reserves and the economic outcomes, as projected in the PFS, are subject to significant uncertainties, and there is no certainty that the results of the PFS will be realized. Additional studies, including a Feasibility Study, and permitting, are required before a production decision can be made for the Wicheeda Project.
For further information, please visit www.defensemetals.com or contact:
Ali Mahdavi
SVP Corporate Development
Email: am@spinnakercmi.com
+1.416.962.3300
Mark Tory
President and CEO
Email: mark@defensemetals.com
Caution Regarding Forward-Looking Statements:
Certain of the statements made and information contained herein is “forward-looking information” and “forward-looking statements” within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators. These statements and information are based on facts currently available to the Company and there is no assurance that actual results will meet management’s expectations. Forward-looking statements and information may be identified by such terms as “anticipates“, “believes“, “targets“, “estimates“, “plans“, “expects“, “may“, “will“, “could” or “would“. While the Company considers its assumptions to be reasonable as of the date hereof, forward-looking statements and information are not guarantees of future performance and readers should not place undue reliance on such statements, as actual events and results may differ materially from those described herein. The forward-looking statements in this news release include, without limitation, statements with respect to the Company’s intention to close a second tranche of the Offering, the ultimate size of any such second tranche, the Company meeting all conditions for a timely closing of any such second tranche, including obtaining all required approvals, the proposed use of proceeds of the Offering, the Company’s plans to advance the Wicheeda project towards a feasibility study and to advance environmental and social baseline work, and the anticipated participation of insiders in the Offering. All forward-looking information contained in this news release is given as of the date hereof and is based on the opinions and estimates of management and information available to management as of the date hereof. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include the risk that any second tranche of the Offering may not be completed on the terms described herein or at all, the risk that required approvals, including the final approval of the TSXV, may not be obtained, the risk associated with mineral exploration and development activities, the risk that the Company will encounter unanticipated geological factors, the possibility that the Company may not be able to secure permitting and other agency or governmental clearances necessary to carry out the Company’s exploration and development plans, and risks of political uncertainties and regulatory or legal changes in the jurisdictions where the Company carries on its business that might interfere with the Company’s business and prospects. The reader is urged to refer to the Company’s reports, available under the Company’s SEDAR+ profile at www.sedarplus.ca, for a more complete discussion of such risk factors and their potential effects. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Defense Metals Corp.
