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HALIFAX,
NS, July 27, 2023 /CNW/ - Ucore Rare
Metals Inc. (TSXV: UCU) (OTCQX: UURAF)
("Ucore" or the "Company") is
pleased to announce that it has closed the first of two tranches
(the "First Tranche") of its previously announced private
placement offering (the "Offering") of units of the Company
(the "Units"), pursuant to which the Company issued
4,409,500 Units at a price of $1.00
per Unit (the "Offering Price") for aggregate gross proceeds
of $4,409,500. The Company expects to
complete the second tranche of the Offering (the "Second
Tranche") on or about July 28,
2023.
The brokered portion of the First Tranche was led by Research
Capital Corporation, as lead agent and sole bookrunner, on behalf
of a syndicate of agents that included Canaccord Genuity Corp. and
Echelon Wealth Partners Inc. (collectively, the
"Agents").
Each Unit is comprised of one common share in the capital of the
Company (each, a "Common Share") and one-half of one Common
Share purchase warrant (each whole warrant, a "Warrant").
Each Warrant entitles the holder to purchase one Common Share at an
exercise price of $1.25 per Common
Share for a period of 36 months following the closing date of the
First Tranche (the "First Closing Date").
The Company plans to use the net proceeds of the Offering for
the following: (i) completing the commission trials at the
Company's RapidSXTM rare earth element ("REE")
commercial demonstration plant located in Kingston, Ontario (the "Demo Plant");
and (ii) working capital purposes.
In connection with the First Tranche, the Agents received an
aggregate cash fee equal to $192,790.
In addition, the Company issued to the Agents 192,790
non-transferable compensation options (the "Compensation
Options"). Each Compensation Option entitles the holder thereof
to purchase one Unit at an exercise price equal to the Offering
Price for a period of 36 months following the First Closing
Date.
In addition, pursuant to an advisory agreement between the
parties, the Company has also paid the Agents an advisory fee of
$15,375, plus applicable taxes. In
addition, the Agents received 15,375 advisory fee Compensation
Options to purchase an equal number of Units, subject to adjustment
in certain circumstances, at the Offering Price for a period of 36
months following the First Closing Date.
The Units issued under the First Tranche were offered to
purchasers pursuant to the listed issuer financing exemption under
Part 5A of National Instrument 45-106 – Prospectus
Exemptions ("NI 45-106"). The Units are not subject to
resale restrictions pursuant to applicable Canadian securities
laws. The Compensation Options are subject to a statutory
four-month hold period pursuant to applicable Canadian securities
laws. The Offering remains subject to the final approval of the TSX
Venture Exchange (the "TSXV").
A certain insider of the Company purchased a total of 200,000
Units ("Insider Units") for gross proceeds to the Company of
approximately $200,000 under the
First Tranche, which 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"). Full details of this
transaction will be disclosed on the System for Electronic
Disclosure by Insiders (SEDI) at www.sedi.ca and in an early
warning press release and an early warning report available on the
System for Electronic Document Analysis and Retrieval (SEDAR) at
www.sedar.com. The First Tranche is exempt from the formal
valuation and minority shareholder approval requirements of MI
61-101 as neither the fair market value of the subject matter of
the First Tranche, nor the consideration paid, exceed 25% of the
Company's market capitalization. No new insiders and no control
persons were created in connection with the closing of the First
Tranche. The Insider Units will be subject to the TSXV's four month
"Exchange Holder Period" as defined in Policy 1.1.
The Offering (including the First Tranche) was approved by all
of the independent directors of the Company. The number of Common
Shares potentially issuable to insiders of the Company pursuant to
the Offering (including any Common Shares issuable upon the
exercise of the Warrants) represent not more than 10% of the
Company's currently issued and outstanding Common Shares on a
non-diluted basis.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor shall there be any sale
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities being
offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended (the "1933
Act") or under any U.S. state securities laws, and may not be
offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the 1933 Act, as amended, and
applicable state securities laws.
About Ucore Rare Metals
Inc.
Ucore is focused on rare- and critical-metal resources,
extraction, beneficiation, and separation technologies with the
potential for production, growth, and scalability. Ucore has an
effective 100% ownership stake in the Bokan-Dotson Ridge REE
project in Southeast Alaska, USA
(the "Bokan Project"). Ucore's vision and plan is to become
a leading advanced technology company, providing best-in-class
metal separation products and services to the mining and mineral
extraction industry.
Through strategic partnerships, this plan includes disrupting
the People's Republic of China's
control of the North American REE supply chain through the
near-term development of a heavy and light rare-earth processing
facility in the US State of Louisiana, subsequent Strategic Metals
Complexes ("SMCs") in Alaska and Canada and the longer-term development of
Ucore's heavy-rare-earth-element mineral-resource property at Bokan
Mountain on Prince of Wales Island, Alaska, USA.
Ucore is listed on the TSXV under the trading symbol "UCU" and
in the United States on the OTC
Markets' OTCQX® Best Market under the ticker symbol "UURAF".
For further information, please visit
www.ucore.com/corporateupdate.
About RapidSX™
Technology
Innovation Metals Corp. ("IMC") developed the RapidSX™
separation technology platform with early-stage assistance from the
United States Department of Defense ("US DoD"), later
resulting in the production of commercial-grade, separated
rare-earth elements at the pilot scale. RapidSX™ combines the
time-proven chemistry of conventional solvent extraction
("SX") with a new column-based platform, which significantly
reduces time to completion and plant footprint, as well as
potentially lowering capital and operating costs. SX is the
international REE industry's standard commercial separation
technology and is currently used by 100% of all REE producers
worldwide for bulk commercial separation of both heavy and light
REEs. Utilizing similar chemistry to conventional SX, RapidSX™ is
not a "new" technology but represents a significant improvement on
the well-established, well-understood, proven conventional SX
separation technology preferred by REE producers.
Forward-Looking
Statements
This press release includes certain statements that may be
deemed "forward-looking statements". All statements in this release
(other than statements of historical facts) that address future
business development, technological development and/or acquisition
activities (including any related required financings), timelines,
events, or developments that the Company is pursuing are
forward-looking statements, including without limitation statements
with respect to: the timing and completion of the Second Tranche;
the intended use of proceeds from the Offering; the exercise
of the Warrants; the receipt of any regulatory approvals, including
the final approval of the TSXV; and future capital
requirements. Although the Company believes the expectations
expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of
future performance or results, and actual results or developments
may differ materially from those in forward-looking
statements.
Regarding the disclosure in the press release above, the
Company has assumed, among other things, that it will receive the
final approval of the TSXV in regard to the Offering and the
issuance of the Units in connection therewith. If the TSXV objects
or does not provide its approval for either of the transactions
contemplated hereby, then the Company will have to negotiate
revised terms with the applicable counterparties, and there is no
assurance that the parties will reach an agreement that is
acceptable to the Company. Regarding the disclosure that is in the
"About Ucore Rare Metals Inc." and "About RapidSX™ Technology"
sections above, the Company has assumed that it will be able to
procure or retain additional partners and/or suppliers, in addition
to IMC, as suppliers for Ucore's expected future SMCs. Ucore has
also assumed that sufficient external funding will be found to
complete the Demo Plant commissioning and demonstration schedule
and also later prepare a new National Instrument 43-101 technical
report that demonstrates that the Bokan Project is feasible and
economically viable for the production of both REE and co-product
metals and the then prevailing market prices based upon assumed
customer offtake agreements. Ucore has also assumed that sufficient
external funding will be secured to continue the development of the
specific engineering plans for the SMCs and their construction.
Factors that could cause actual results to differ materially from
those in forward-looking statements include, without limitation:
IMC failing to protect its intellectual property rights in
RapidSX™; RapidSX™ failing to demonstrate commercial viability in
large commercial-scale applications; Ucore not being able to
procure additional key partners or suppliers for the SMCs; Ucore
not being able to raise sufficient funds to fund the specific
design and construction of the SMCs and/or the continued
development of RapidSX™; adverse capital-market conditions;
unexpected due-diligence findings; the emergence of alternative
superior metallurgy and metal-separation technologies; the
inability of Ucore and/or IMC to retain its key staff members; a
change in the legislation in Louisiana or Alaska and/or in the support expressed by the
Alaska Industrial Development and Export Authority (AIDEA)
regarding the development of the Bokan Project; the availability
and procurement of any required interim and/or long-term financing
that may be required; and general economic, market or business
conditions.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined by the TSXV) accept responsibility for the
adequacy or accuracy of this release.
SOURCE Ucore Rare Metals Inc.