Defense Metals Corp. is issuing a Convertible Note to RCF Opportunities Fund II LP

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DENVER, Oct. 11, 2024 (GLOBE NEWSWIRE) — RCF Opportunities Fund II LP (“The RCF”) reports that it has filed an early warning report under National Instrument 62-103 – Early Warning System and Takeover Bid Related to Internal Reporting Issues in connection with its acquisition of a C$500,000 secured convertible note (the “A convertible note”) issued by Defense Metals Corp. (the “Company”) to RCF as part of the Company’s unsold bridge secured convertible notes (the “Note Financing“).

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On October 11, 2024, the Company issued a Convertible Note to RCF pursuant to the Note Financing. Pursuant to the terms of the Convertible Note, at any time up to seven days prior to the Mandatory Conversion Event (as defined in the Convertible Note), RCF may elect to convert the principal amount of the Convertible Note into Common Shares at a deemed price. per Common Share of C$0.125 (the “Conversion Price”), in accordance with the terms set forth in the Convertible Note. Upon the occurrence of a Mandatory Conversion Event, the principal of the Convertible Note will automatically convert into Common Shares at a discount of 15% to the effective price of the offering specified by the Mandatory Conversion Event, provided that the conversion price can be less than the Conversion Price, there will be no mandatory conversion.

The Convertible Note will bear interest from the date of issuance at the rate of 10% per annum, payable quarterly on the Common Shares, subject in each case to the approval of the TSX Venture Exchange (the “The TSX-V”), pursuant to the conversion rights set forth in the Convertible Note. The assumed share price used to calculate the number of Common Shares to be issued as a result of such interest payments will be determined by applying the greater of (i) the average trading volume per share on the TSX-V for the 20th consecutive trade. days ending on the last day of each three-month period following the issuance date, and (ii) the minimum amount permitted under TSX-V policies. The Convertible Note is secured against all of the Company’s personal property, including a security interest against the Company’s mining claims in connection with the Wicheeda REE Project. All noteholders under the Note Financing will be listed down between them.

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Immediately prior to the issuance of the Convertible Note, RCF owned and controlled an aggregate of 25,836,263 common shares, representing approximately 9.99% of the issued and outstanding common shares. Given the conversion of the principal amount of the Convertible Note at the Conversion Price, RCF will own 29,836,263 Common Shares, representing approximately 11.36% of the issued and outstanding Common Shares.

RCF acquired the Convertible Note in accordance with RCF’s investment policy to generate a return on its investment in the Company. RCF may from time to time acquire additional securities of the Company, dispose of some or all of its existing or additional securities or may continue to hold its securities in the Company.

The Company’s head office is at Suite 1020 – 800 West Pender Street, Vancouver, British Columbia V6C 2V6.

To obtain a copy of the early warning report filed under applicable Canadian securities laws regarding the transactions below, please see the Company’s profile on the SEDAR+ website at www.sedarplus.ca.

About RCF Opportunities Fund II LP

RCF is a private investment fund incorporated under the laws of the Cayman Islands. RCF is ultimately controlled by RCF Management LLC. For more information and to obtain a copy of the alert report, please contact:

RCF Opportunities Fund II LP
1400 Wewatta Street, Suite 850
Denver, Colorado, 80202
Phone: (720) 946-1444
Location: Mason Hills

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