RCF Opportunities Fund II L.P. Files Early Warning Report Regarding Common Shares of Defense Metals Corp.

/EIN News/ -- DENVER, May 22, 2025 (GLOBE NEWSWIRE) -- RCF Opportunities Fund II L.P. (“RCF”) reports that it has filed an early warning report under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in respect of the common shares (the “Common Shares”) in the capital of Defense Metals Corp. (the “Company”).

On May 21, 2025, the Company issued an aggregate of 32,277,963 Common Shares to holders of secured convertible notes of the Company (the “Convertible Notes”), upon automatic conversion of the Convertible Notes at a price of C$0.125 per Common Share, and in full satisfaction of the accrued interest on the Convertible Notes (the “Conversion Issuance”). Of this amount, the Company issued an aggregate of 4,080,012 Common Shares to RCF upon the conversion of RCF’s C$500,000 Convertible Note, and in full satisfaction of the accrued interest thereon.

On the same day, RCF subscribed for 1,720,370 units (the “Units”) of the Company at C$0.15 per Unit, for total proceeds of C$258,055.50, issued pursuant to a concurrent brokered and non-brokered private placement of the Company (the “Private Placement”, and together with the Conversion Issuance, the “Transactions”). The Company issued an aggregate of 36,841,068 Common Shares under the Private Placement. Each Unit is comprised of one Common Share and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles RCF to acquire one additional Common Share at a price of C$0.20 per Common Share, at any time on or before May 21, 2028.

As a result of the issuances of Common Shares under the Transactions, RCF’s beneficial ownership in respect of the Common Shares, being the securities subject to the most recent report required to be filed by RCF in respect of the Company under National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”), fell below 10% of the issued and outstanding Common Shares.

Immediately prior to the Transactions, RCF owned and controlled a total of 25,871,008 Common Shares, representing approximately 9.13% of the issued and outstanding Common Shares. Assuming the conversion in whole of its Convertible Note, RCF would have come to own an aggregate of 29,871,008 Common Shares, representing approximately 11.27% of the issued and outstanding Common Shares on a partially-diluted basis.

As a result of and immediately following the Transactions, RCF held 31,671,390 Common Shares, representing approximately 9.58% of the issued and outstanding Common Shares. Assuming the exercise of the Warrants, RCF would come to own 32,531,575 Common Shares, representing approximately 9.81% of the issued and outstanding Common Shares on a partially-diluted basis.

As RCF no longer holds 10% or more of the issued and outstanding Common Shares, RCF will no longer file early warning reports in respect of its ownership of Common Shares unless and until such time as RCF’s aggregate shareholdings exceed 10% of the issued and outstanding Common Shares on a non-diluted or partially-diluted basis.

RCF acquired the Common Shares and Warrants in accordance with RCF’s investment policy to generate proceeds from its investment in the Company. RCF may from time to time acquire additional securities of the Company, dispose of some or all of the existing or additional securities or may continue to hold its securities in the Company.

The Company’s head office is located 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 in connection with the transactions hereunder, please see the Company’s profile on the SEDAR+ website at www.sedarplus.ca.

About RCF Opportunities Fund II L.P.

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

RCF Opportunities Fund II L.P.
1400 Wewatta Street, Suite 850
Denver, Colorado, 80202
Telephone: (720) 946-1444
Attn: Mason Hills