Ucore Rare Metals Announces Non-Brokered Private Placement of Units
Halifax, Nova Scotia--(Newsfile Corp. - January 28, 2021) - Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX: UURAF) ("Ucore" or the "Company") is pleased to announce that it has received commitments from lead orders for an expected C$5 million private placement of units (the "Units") on a non-brokered basis at a price of C$1.00 per Unit (the "Private Placement").
Each Unit will consist of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Common Share at a price of C$1.50 per share for a period of 36 months from the date of issuance, provided that, if over a period of 10 consecutive trading days between the date that is four months and a day from the date of issuance of the Warrants and the date that the Warrants would otherwise expire, the closing price of the Common Shares on the TSX Venture Exchange (the "TSXV") is equal to or greater than C$1.75, then the Company may, at its option, elect to accelerate the expiry of the Warrants by providing notice to the holders thereof within 10 calendar days following the end of such 10 consecutive trading day period, in which case the Warrants will expire 30 calendar days following the end of such 10 consecutive trading day period.
As at the date hereof, the Company has received commitments from lead order investors and the Company currently expects the Private Placement to be fully subscribed. Since the Units are priced at a discount from recent trading prices for the Common Shares, the Company's Board of Directors has determined that subscriptions for Units from non-insiders will be given priority consideration. Any accredited investor interested in participating in the Private Placement should contact Mark MacDonald (Vice President, Investor Relations, Tel: +1 902 482 5214, Email: email@example.com). The target date for receiving all completed subscription materials is February 1, 2021 and the target date for closing the Private Placement is February 4, 2021.
The Company intends to use the net proceeds from the Private Placement to: (i) further accelerate the development of Innovation Metals Corp.'s commercialization program for its RapidSX™ separation technology; (ii) continue the development of the Company's plans for its intended Alaska Strategic Metals Complex; and (iii) for general corporate and working capital purposes, all of which is expected to advance the Company's business plans and capabilities towards its goal of earning revenue from licensing, product sales, tolling and production activities.
Assuming that all of the Warrants from the Private Placement become exercised, the average issuance price of the Common Shares issuable pursuant to the Private Placement will be C$1.17 per Common Share, which the Company believes compares favourably with the net proceeds that may be received in an alternative brokered offering of Common Shares involving full commission fees and related transaction costs.
The Company may complete the Private Placement in one or more tranches and the Company reserves the right to accept, reject or partially fill any subscriptions received up to the aggregate amount permitted by the TSXV. The Company earlier filed a Form 4A - Price Reservation Form with the TSXV and sought approval to issue up to a maximum of 6,700,000 Units and therefore the Company may increase the Private Placement to that size for total gross proceeds of C$6.7 million. Closing of the Private Placement is expected to occur on or about February 4, 2021 or such other date(s) as may be determined by the Company and is subject to the approval of the TSXV. All securities that are issued pursuant to the Private Placement will be subject to, among other things, a hold period of four months and one day in accordance with applicable Canadian securities laws.
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About Ucore Rare Metals Inc.
Ucore is focused on rare and critical metals resources, extraction, beneficiation and separation technologies with potential for production, growth, and scalability. Ucore has a 100% ownership stake in the Bokan-Dotson Ridge Rare Earth Element Project in Southeast Alaska. 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.
Through strategic partnerships, this vision includes disrupting the People's Republic of China's dominance of the US REE supply chain through the development of a heavy rare earth processing facility - the Alaska Strategic Metals Complex in Southeast Alaska and the long-term development of Ucore's heavy rare earth element mineral resource property located at Bokan Mountain on Prince of Wales Island, Alaska.
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.
This press release includes certain statements that may be deemed "forward-looking statements" regarding, among other things, the completion of the Private Placement, the anticipated size and timing of the Private Placement, and the use of proceeds therefrom. 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, 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. In regard to the disclosure in the "About Ucore Rare Metals Inc." section 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 Alaska Strategic Metals Complex ("Alaska SMC"). Ucore has also assumed that sufficient external funding will be found to prepare a new National Instrument 43-101 ("NI 43-101") technical report that demonstrates that the Bokan Mountain Rare Earth Elements project ("Bokan") 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 secured to develop the specific engineering plans for the Alaska SMC and its 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 Alaska SMC; Ucore not being able to raise sufficient funds to fund the specific design and construction of the Alaska SMC and/or the continued development of RapidSX; adverse capital-market conditions; unexpected due-diligence findings; unexpected or adverse outcomes in the currently outstanding litigation matters between Ucore and IBC Advanced Technologies, Inc.; 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 Alaska and/or in the support expressed by the Alaska Industrial Development and Export Authority ("AIDEA") regarding the development of Bokan and/or the Alaska SMC; 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) accepts responsibility for the adequacy or accuracy of this release.
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Vice President, Investor Relations
Ucore Rare Metals Inc.
+1 902 482 5214
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