VANCOUVER, June 14, 2019 /CNW/ - Defense Metals Corp.
("Defense Metals" or the "Company") (TSX-V: DEFN/
DFMTF: OTCQB / 35D: FSE) is pleased to announce
that further to its news release on May
29, 2019, it has closed an over-subscribed non-brokered
private placement of 3,763,333 units (each a "Unit") for
gross proceeds of $564,500 (the
"Private Placement"). As previously disclosed, each Unit was
priced at $0.15 and is comprised of
one common share and one common share purchase warrant
("Warrant"). Each Warrant is exercisable to purchase one
common share of the Company at a price of $0.30 per share for a period of 12 months from
the date of closing the Private Placement.
The Company also announces that it has closed an over-subscribed
non-brokered private placement of 2,662,500 flow-through common
shares ("FT Shares") at a price of $0.20 per FT Share for gross proceeds of
$532,500 (the "FT Private
Placement").
The Company paid cash finder's fees of $30,030 and issued
168,699 non-transferable finder warrants to eligible finders
on a portion of the private placements. The finder warrants
otherwise have the same terms as the Warrants.
One director of the Company participated in the Private
Placement and the FT Private Placement. Participation of an
insider of the Company in the private placements constitutes a
"related party transaction" as defined under Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). Because the
Company's shares trade only on the TSX Venture Exchange
("TSXV"), the issuance of securities is exempt from the
formal valuation requirements of section 5.4 of MI 61-101 pursuant
to subsection 5.5(b) of MI 61-101 and exempt from the minority
approval requirements of section 5.6 of MI 61-101 pursuant to
subsection 5.7(b) of MI 61-101.
All securities issued pursuant to the private placements are
subject to a four month hold period from the closing date in
accordance with applicable securities laws.
The proceeds from these private placements will be used for
exploration on the Company's Wicheeda rare earth element project
located in Prince George, British
Columbia and for general working capital purposes.
About the Wicheeda Property
The Wicheeda 1,780 hectare Property, is located approximately 80
km northeast of the city of Prince
George, British Columbia, is readily accessible by
all-weather gravel roads and is nearby to infrastructure, including
power transmission lines, the CN railway and major highways.
Geologically, the property is situated in the Foreland Belt and
within the Rocky Mountain Trench, a major continental geologic
feature. The Foreland Belt contains part of a large alkaline
igneous province, stretching from the Canadian Cordillera to the
southwestern United States, which
includes several carbonatite and alkaline intrusive complexes
hosting the Aley (niobium), Rock Canyon (REE), and Wicheeda (REE)
deposits. The Wicheeda Property is underlain by Kechika Group
metasedimentary rocks that are intruded by the southeast-trending
Wicheeda carbonatite; a deformed plug or sill approximately 250
metres in diameter that hosts significant REE mineralization. This
intrusion comprises a ferroan dolomite carbonatite core, which
passes gradationally outward into calcite carbonatite.
About the Company
Defense Metals Corp. is a mineral exploration company focused on
the acquisition of mineral deposits containing metals and elements
commonly used in the electric power market, military, national
security and the production of "GREEN" energy
technologies, such as high strength alloys and rare earth magnets.
The Company is (i) working on and has an option to acquire 100% of
the 1,780 Hectare Wicheeda Rare Earth Element Project located in
Prince George, British Columbia,
Canada, (ii) owns a 100% interest in prospective uranium claims in
the N.E. section of the prolific Athabasca Basin, Saskatchewan and (iii) has an option to
acquire 100% of the Lac Burge gold property located northeast of
Val d'Or, Quebec. Defense
Metals Corp. trades in Canada under "DEFN" on the TSX Venture
Exchange, in the United
States, under "DFMTF" on the OTCQB and in
Germany, Frankfurt Exchange under the symbol
of "35D".
Qualified Person
The scientific and technical information contained in this news
release as it relates to the Wicheeda Property has been reviewed
and approved by Kristopher J. Raffle, P.Geo. (BC) Principal and
Consultant of APEX Geoscience Ltd. of Edmonton, AB, a "Qualified Person" as defined
in National Instrument 43-101 – Standards of Disclosure
for Mineral Projects.
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 news release.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of any
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful, including any of the
securities in the United States of
America. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "1933 Act") or any state securities laws and
may not be offered or sold within the
United States or to, or for account or benefit of, U.S.
Persons (as defined in Regulation S under the 1933 Act) unless
registered under the 1933 Act and applicable state securities laws,
or an exemption from such registration requirements is
available.
Cautionary Statement Regarding Forward Looking
Information
This news release includes certain statements that constitute
"forward-looking information" within the meaning of applicable
securities law, including without limitation, the Company's plans
for its properties/projects, the use of funds from the private
placements, other statements relating to the technical, financial
and business prospects of the Company, and other matters.
Forward-looking statements address future events and conditions
and are necessarily based upon a number of estimates and
assumptions. These statements relate to analyses and other
information that are based on forecasts of future results,
estimates of amounts not yet determinable and assumptions of
management. Any statements that express or involve discussions with
respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance (often, but
not always, using words or phrases such as "expects" or "does not
expect", "is expected", "anticipates" or "does not anticipate",
"plans", "estimates" or "intends", or stating that certain actions,
events or results "may", "could", "would", "might" or "will" be
taken, occur or be achieved), and variations of such words, and
similar expressions are not statements of historical fact and may
be forward-looking statements. Forward-looking statement are
necessarily based upon a number of factors that, if untrue, could
cause the actual results, performances or achievements of the
Company to be materially different from future results,
performances or achievements express or implied by such 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 metals, anticipated costs and the ability to
achieve 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, and that
third party contractors, equipment and supplies and governmental
and other approvals required to conduct the Company's planned
exploration activities will be available on reasonable terms and in
a timely manner. 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.
Forward-looking statements are subject to a variety of risks and
uncertainties, which could cause actual events, level of activity,
performance or results to differ materially from those reflected in
the forward-looking statements, including, without limitation: (i)
risks related to gold, copper, uranium, rare earth elements, and
other commodity price fluctuations; (ii) risks and uncertainties
relating to the interpretation of exploration results; (iii) risks
related to the inherent uncertainty of exploration and cost
estimates and the potential for unexpected costs and expenses; (iv)
that resource exploration and development is a speculative
business; (v) that the Company may lose or abandon its property
interests or may fail to receive necessary licences and
permits; (vi) that environmental laws and regulations may
become more onerous; (vii) that the Company may not be able
to raise additional funds when necessary; (viii) the possibility
that future exploration, development or mining results will not be
consistent with the Company's expectations; (ix) exploration and
development risks, including risks related to accidents, equipment
breakdowns, labour disputes or other unanticipated difficulties
with or interruptions in exploration and development; *
competition; (xi) the potential for delays in exploration or
development activities or the completion of geologic reports or
studies; (xii) the uncertainty of profitability based upon the
Company's history of losses; (xiii) risks related to environmental
regulation and liability; (xiv) risks associated with failure to
maintain community acceptance, agreements and permissions
(generally referred to as "social licence"), including local First
Nations; (xv) risks relating to obtaining and maintaining all
necessary government permits, approvals and authorizations relating
to the continued exploration and development of the Company's
projects; (xvi) risks related to the outcome of legal actions;
(xvii) political and regulatory risks associated with mining and
exploration; (xix) risks related to current global financial
conditions; and (xx) other risks and uncertainties related to the
Company's prospects, properties and business strategy. These risks,
as well as others, could cause actual results and events to vary
significantly.
Factors that could cause actual results to differ materially
from those in forward looking statements include, but are not
limited to, continued availability of capital and financing and
general economic, market or business conditions, the loss of key
directors, employees, advisors or consultants, adverse weather
conditions, increase in costs, equipment failures, litigation,
failure of counterparties to perform their contractual obligations
and fees charged by service providers. Investors are cautioned that
forward-looking statements are not guarantees of future performance
or events and, accordingly are cautioned not to put undue reliance
on forward-looking statements due to the inherent uncertainty of
such statements. The forward-looking statements included in this
news release are made as of the date hereof and the Company
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as expressly required by
applicable securities legislation.
SOURCE Defense Metals Corp.