Ucore Announces Books Closed on C$15.5 Million LIFE Offering and Full Exercise of Agents’ Option
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Ucore Announces Books Closed on C$15.5 Million LIFE Offering and
Full Exercise of Agents’ Option
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR
DISSEMINATION IN THE UNITED STATES
Halifax, Nova Scotia ( June 10, 202 5) – Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX:
UURAF) (“Ucore” or the “Company”) is pleased to announce that , further to its news release
dated June 9, 2025, the order book for the Company’s previously announced upsized private
placement (the “Offering”), is closed with orders totaling C$15.5 million. The Offering is over -
subscribed and includes the full exercise of the agents’ option. Although orders in excess of
C$15.5 million were received in connection with the Offering, in keeping with the previously
announced upsize, the Company and agents have elected to limit the order book to a total amount
of C$15.5 million.
Red Cloud Securities Inc., as lead agent and sole bookrunner, together with Raymond James
Ltd., are acting as agents in connection with the Offering , which was originally announced for
aggregate gross proceeds of up to C$10.0 million on June 3, 2025 and then subsequently upsized
due to strong investor demand.
For additional information regarding the Offering and the anticipated use of proceeds from the
Offering, please see the Company’s press release dated June 9, 2025.
The Company and the agents do not intend to further upsize the Offering. It is anticipated that the
Offering will close on or about June 19, 2025, and is subject to certain closing conditions including,
but not limited to, the receipt of all necessary approvals, including the conditional approval of the
TSX Venture Exchange (the “TSXV”).
The Units to be issued under the Offering have been offered to purchasers pursuant to the listed
issuer financing exemption under Part 5A of National Instrument 45 -106 – Prospectus
Exemptions, in all the provinces of Canada, except Québec. The Units will not be subject to resale
restrictions pursuant to applicable Canadian securities laws.
For further details concerning the Offering, please refer to the Company's amended and restated
offering document relating to the Offering , which can be accessed under the Company’s profile
at www.sedarplus.ca and on the Company’s website.
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.
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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’s vision and plan is
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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 Canada and Alaska and the longer -term development of Ucore’s 100%
controlled Bokan-Dotson Ridge Rare Heavy REE Project on Prince of Wales Island in Southeast
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.
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 acquisitio n 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 Offering; the intended use of proceeds from the Offering; and the receipt of any
regulatory approvals, including the conditional and final approvals of the TSXV . 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 approvals of the TSXV in regard to the Offering and the issuance of
the Units in connection therewith. If the TSXV objects or does no t 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 Innovation Metals Corp. (“ IMC”), as suppliers
for Ucore’s expected future SMCs. Ucore has also assumed that sufficient external funding will
be found to complete the SMC commissioning and Demonstration Plant (Kingston) activities and
also later prepare a new National Instru ment 43-101 technical report that demonstrates that the
Bokan Mountain Rare Earth Element project (“Bokan”) 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 construct ion 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
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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 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.
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.
CONTACT
For additional information, please contact:
Mark MacDonald
Vice President, Investor Relations
Ucore Rare Metals Inc.
1.902.482.5214