Defense Metals Corp. (TSX-V: DEFN) (OTCQB: DFMTF) (FSE:35D) is pleased to announce that it has entered into a Co-Design Agreement with the McLeod Lake Indian Band, regarding ongoing project development of Defense Metals’ 100% owned Wicheeda Rare Earth Element Project located 80 kilometres northeast of Prince George, British Columbia.

The Co-Design Agreement

Pursuant to the Agreement, Defense Metals will collaborate on the design of the Wicheeda Project with MLIB. Collaboration will incorporate MLIB’s interests and priorities in the planning and design of future feasibility studies and the environmental assessment process and include MLIB involvement in certain technical studies related to the Wicheeda Project. Comprehensive budgets and workplans are to be cooperatively developed and incorporated into the process. In addition, Defense Metals will make an upfront payment to MLIB, fund certain of MLIB’s costs of participating in review activities and support MLIB Members in attending post-secondary training in a mining-related field. Central to this collaboration is the Wicheeda Project’s integral role in supporting British Columbia’s contribution to the clean energy transition. With a targeted annual production equivalent to approximately 10% of current global production, the project has the potential to become a significant supplier of rare earth elements.

MLIB Partnership Investment

Defense Metals Corp. also announces that MLIB has agreed to make a strategic investment into Defense Metals by way of a non-brokered private placement financing of 2,557,795 common shares of the Company at a price of $0.26 per share, for aggregate proceeds of $665,026.70. In consideration for RCF Opportunities Fund II L.P. agreeing to subscribe as lead order in a previous private placement (see Defense Metals news release of April 27, 2023) RCF was granted the right to participate in subsequent equity or debt financings of the Company on a pro rata basis based on RCF’s ownership stake (determined on a partially diluted basis immediately prior to the proposed financing), while RCF’s ownership in the company is greater than or equal to five (5) per cent (determined on a partially diluted basis). If RCF elects to participate in the Offering, in accordance with their existing participation rights, the Company may issue up to an additional 283,883 common shares at the Offering Price for additional gross proceeds of up to $73,809.58.

It is intended that the Offering will be completed promptly following TSX Venture Exchange approval. In addition to the statutory hold period of four months and one day, the common shares issued under the Offering will be subject to a two-year voluntary hold period from the date of issuance. The Company intends to use the net proceeds of the Offering towards advancing the Wicheeda Project.

The common shares of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“), or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Qualified Person

Kristopher J. Raffle, P.Geo. (B.C.), Principal and Consultant of APEX Geoscience Ltd. of Edmonton, Alberta, and a “Qualified Person” as defined in NI 43-101 has reviewed and approved the scientific and technical information and verified the data contained in this news release as it relates to the Wicheeda Project.

About Defense Metals Corp. and its Wicheeda Rare Earth Element Project

Defense Metals Corp. is a mineral exploration and development company focused on the development of its 100% owned, 8,301-hectare (~20,534-acre) Wicheeda Project that is located on the traditional territory of the McLeod Lake Indian Band in British Columbia, Canada.

The Wicheeda Project, approximately 80 kilometres (~50 miles) northeast of the city of Prince George, is readily accessible by all-weather gravel roads and has nearby infrastructure, including hydro power transmission lines and gas pipelines. The nearby Canadian National Railway and major highways allow easy access to the port facilities at Prince Rupert, the closest major North American port to Asia.