N.S. Appeal Court Decides In Ucore's Favour; IBC Must File Defence Within 10 Days
Halifax, Nova Scotia--(Newsfile Corp. - October 9, 2019) - Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX: UURAF) ("Ucore", the "Company", or the "Respondent") is pleased to provide an update on the legal proceedings in Nova Scotia commenced on December 11, 2018, (the "Action") involving the prospective acquisition of IBC Advanced Technologies, Inc. ("IBC") and specifically, the enforceability of the Option to Purchase Agreement ("OTP") and defamatory public comments made by IBC and Steven R. Izatt (collectively the "Appellants").
On April 23, 2019, Ucore successfully opposed IBC's motion challenging the Nova Scotia Courts' jurisdiction over the parties' disputes (the "Decision"). On June 19, 2019, IBC's appeal of that decision was heard by the Nova Scotia Court of Appeal (the "NSCA"). On October 9, 2019, the NSCA issued a decision (the "Appeal Decision") dismissing IBC's appeal and confirming i) that IBC had, by its actions, submitted to have the amended claims heard in Nova Scotia, and ii) that there is no other, more appropriate, forum for the parties' litigation for the amended claims. Additionally, Ucore was awarded its costs on the appeal to be paid by IBC.
"This Appeal Decision is a yet another court ruling in favour of Ucore on our unchanging path towards the acquisition of IBC," said Jim McKenzie, President & CEO of Ucore. "IBC has sought to prevent the lawful execution of Ucore's right to exercise the Option to Purchase Agreement (the "OTP") of IBC. This Appeal Decision sets the stage to fully remedy that situation, and we are grateful to the Nova Scotia Supreme Court for the original Decision which determined that Nova Scotia is the most appropriate forum to determine the outcome of this critical question regarding the enforceability of the OTP; and to the Nova Scotia Court of Appeal for their affirmation of that Decision."
"Today, the legal proceedings march ahead based upon this Appeal Decision, with IBC having just 10 days to submit their defence and counterclaims against this amended Action," stated Mike Schrider, COO of Ucore. "With the Nova Scotia trial venue now set, our legal advisors are working to pursue timely and complete resolution to this matter on behalf of the Company. Our day-to-day attention continues to be on the advancement of the Company's M3 Plan of Action, a comprehensive strategy to leverage the highest grade NI 43-101 compliant Heavy Rare Earth (or "HREE") mineral resource on U.S. soil1 at Bokan Mountain Alaska, against U.S. dependence upon China for these exceptional and crucially required strategic metals."
Appeal Decision Conclusion and Summary of Contents
The following is a summary of the general findings of the Appeal Decision, IBC Advanced Technologies, Inc. v. Ucore Rare Metals Inc., 2019 NSCA 80:
- IBC and Steven R. Izatt have clearly submitted to the jurisdiction of the Nova Scotia Courts over the entirety of Ucore's pleaded claims;
- Ucore's claims have a presumptive, real and substantive connection to Nova Scotia;
- Had the Nova Scotia Courts declined jurisdiction over Ucore's amended claims as requested by IBC and Steven R. Izatt, it would result in a multiplicity of proceedings that would not be an economical and/or efficient use of the Courts' time;
- There was no evidence that a Utah Court would be in a better position than a Nova Scotia Court to apply the law of the OTP to the parties' disputes; and
- There was similarly no evidentiary basis to suggest that a Nova Scotia judgment would not be enforceable against IBC and Steven R. Izatt in Utah.
This Appeal Decision triggers the following Action events resulting from the August 2, 2019, Court case management conference:
- IBC and Steven R. Izatt must file their defence and any counterclaims by October 21, 2019, which shall be followed by:
- Ucore's Statement of Defence to any counterclaims filed by IBC and Steven R. Izatt; and
- Commencement of the disclosure of documentation leading to examinations for discovery.
- The Interlocutory Injunction hearing will now proceed at 9:30 a.m. on December 4, 2019.
Decisions of the NSCA and the Court may be accessed from its website, as they are posted by the courts: https://decisions.courts.ns.ca/nsc/en/nav.do. More information on the Nova Scotia proceedings can be obtained in person at the Law Courts, 1815 Upper Water Street, Halifax, Nova Scotia. More information on the Nova Scotia and other proceedings, generally, can be obtained under the Company's profile on SEDAR (www.sedar.com) or by contacting Mark MacDonald, Vice President Business Development at (902) 482-5214 or email@example.com
Ucore Rare Metals is a development-phase company focused on rare and critical metals resources, extraction and beneficiation technologies with near term potential for production, growth and scalability. The Company has a 100% ownership stake in the Bokan-Dotson Ridge Rare Earth Project. On March 31, 2014, Ucore announced the unanimous support of the Alaska State Legislature for Senate Bill 99 (2014), which authorized the AIDEA to issue up to USD$145 million in bonds for the infrastructure and construction costs of the Bokan-Dotson Ridge Rare Earth Project.
Ucore's vision and plan is to transition to become a leading advanced technology company that provides metal separation products and services to the mining and mineral extraction industry. This vision includes the development of the Alaska SMC in Southeast Alaska and the development of the Company's rare earth minerals property located at Bokan Mountain in Alaska (an NI-43-101 technical report was filed on SEDAR on March 14, 2013).
For further information, please contact Mr. Jim McKenzie, President & CEO of Ucore Rare Metals Inc. at: +1 (902) 482-5214 or visit <http://www.ucore.com>.
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 and/or acquisition activities (including any related required financings), timelines, litigation outcomes, events or developments that the Company expects, are forward looking statements. 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. Ucore has assumed that it will be able to procure or retain geometallurgy partners and/or suppliers, including a solvent extraction ("SX") partner or SX supplier for the Alaska Strategic Metals Complex ("Alaska SMC"). Ucore has also assumed that sufficient external funding will be found to prepare a new NI 43-101 technical report that demonstrates that the Bokan Project is feasible and economically viable for the production of both REE and co-product mineral materials and metals and the then prevailing market prices based upon assumed customer off-take agreements. Ucore has also assumed that sufficient external funding will be found to develop the specific engineering plans for the Alaska SMC and its construction. Ucore has also assumed that it will in the near future be able to obtain interim financing and sufficient additional financing to acquire IBC in compliance with the terms contemplated in the existing agreements with IBC and its shareholders holding a majority of its shares. Ucore has also assumed that there will be no material adverse findings in its upcoming expected comprehensive due diligence review of IBC. Factors that could cause actual results to differ materially from those in forward-looking statements include: Ucore not being able to procure an SX partner or supplier for the Alaska SMC; Ucore not being able to raise sufficient funds to fund the specific design and construction of the Alaska SMC and/or acquire IBC (including the non-acquisition payments owed under the previous and existing agreements with IBC); adverse capital market conditions; unexpected due diligence findings; unexpected or adverse outcomes in the currently outstanding litigation matters between Ucore and IBC; resistance to or noncompliance by IBC or its key shareholders with the existing agreements; the emergence of alternative superior metallurgy and metal separation technologies; the inability of IBC to retain its key staff members and clients; the inability of IBC to protect its intellectual property; unexpected transaction costs or other deal completion setbacks; a change in the legislation in Alaska and/or in the support expressed by AIDEA regarding the development of Bokan; the availability and procurement of any required interim and/or long-term financing that may be required; and general economic, market or business conditions.
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