Aclara Announces Filing and Mailing of Management Information Circular IN Connection with Its Special Meeting of Shareholders to Approve Private Placement of US$25 Million at 43.5% Premium with Strategic Investors
ACLARA ANNOUNCES FILING AND MAILING OF MANAGEMENT INFORMATION
CIRCULAR IN CONNECTION WITH ITS SPECIAL MEETING OF SHAREHOLDERS TO
APPROVE PRIVATE PLACEMENT OF US$25 MILLION AT 43.5% PREMIUM
WITH STRATEGIC INVESTORS
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES WIRE
SERVICES
TORONTO, ON, January 23, 2025 – Aclara Resources Inc. (“Aclara” or the “Company”) (TSX: ARA) is pleased
to announce that its management information circ ular (the “Circular”) and related materials (collectively, the
“Materials”) in connection with the special meeting (the “ Meeting”) of the shareholders of Aclara (the
“Shareholders”) is now available on the Company’s website as well as under its profile on SEDAR+
(www.sedarplus.ca). The Company today proceeded with the mailing of the Materials for the Meeting to the
Shareholders.
Meeting Details
The Meeting is scheduled for February 13, 2025 at 9:00 a.m. (Toronto time), online via live audio webcast at
meetnow.global/MH4FFCC. At the Meeting, Shareholders will be asked to consider an equity investment in Aclara
(the “Private Placement”) by Hochschild Mining Holdings Limited (“ Hochschild”), New Hartsdale Capital Inc.
(“New Hartsdale”) and CAP S.A. (“CAP”). Details of the Private Placement were announced in Aclara’s news
release issued on Dec ember 23, 2024, which followed the execution of s ubscription agreements between the
Company and each of Hochschild, New Hartsdale and CAP. The subscription price of C$0.70 per common share
of the Company (each, a “ Common Share”) under the Private Placement represents an approximate 43.5%
premium over the 5-day volume weighted average price of the Common Shares on the Toronto Stock Exchange
(the “TSX”) as of the close of trading on December 20, 2024.
Following completion of the Private Placement, each of CAP, Hochschild and New Hartsdale will hold 22,163,143,
42,787,104 and 80,340,876 Common Shares of the Company, respectively. This represents approximately
10.18%, 19.65% and 36.90% of the Company’s issued and outstanding Common Shares on a post-closing basis.
Given that each of Hochschild and New Hartsdale will own, control or direct greater than 10% of the outstanding
Common Shares of the Company, the Private Placement constitutes a “related party transaction” under Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and is subject
to approval of the Shareholders in ac cordance with MI 61-101 (the “Minority Shareholder Approval”). Aclara,
however, is relying on the exemption fr om the formal valuation requirements of MI 61-101 contained in section
5.5(c) of MI 61-101 in respect of the Private Placement as the Common Shares to be issued are being distributed
for cash consideration, neither t he Company, Hochschild nor New Hartsdale had k nowledge of any material
undisclosed information concerning the Company at the time of execution of the subscription agreements, and
the Circular to approve the Private Placement includes the requisite disclosure contemplated by section 5.5(c) of
MI 61-101.
Further, pursuant to subsection 607(g)(ii) of the TSX Company Manual, the Company is required to obtain
approval for the Private Placement fr om the Shareholders (excluding those Shareholders who are insiders
participating in the Priv ate Placement) present in person or by proxy at a sh areholders meeting, given that the
Common Shares issued and issuable pursuant to the Private Placement will result in the issuance of securities to
insiders of greater than 10% of the number of Common Shares currently issued and outstanding (“TSX
Shareholder Approval” and, together with the Minority Shareholder Approval, the “Shareholder Approval”).
The Board recommends that the Shareholders vote in favour of the Private Placement. The closing of the
Private Placement is subject to the receipt of the Shareholder Approval and remains subject to the approval of the
TSX and other customary closing conditions, as more particularly described in the Circular. The Private Placement
is expected to close by the end of February 2025.
Voting Information
Shareholders are encouraged to read the Circular and vote as soon as possible. Proxies must be received by the
Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”), by no later than 9:00 a.m.
(Toronto time) on February 11, 2025, or two business days before the commencement of any adjournment(s) or
postponement(s) of the Meeting, by: (i) mailing it to the following address: Computershare Investor Services Inc.
8th Floor, 100 University Avenue, Toronto, Ontario, Can ada M5J 2Y1, Attn: Proxy Department; (ii) faxing it to 1-
416-263-9524 (outside Canada and the United States) or 1-866-249-7775 (toll-free); or (iii) logging on to
Computershare’s website and voting at www.investorvote.com.
About Aclara
Aclara Resources Inc. (TSX: ARA), a Toronto Stock Exchange listed company, is focused on building a vertically
integrated supply chain for rare earths alloys used in permanent magnets. This strategy is supported by Aclara’s
development of rare earth mineral reso urces hosted in ionic clay depos its, which contain high concentrations of
the scarce heavy rare earths, providing the Company with a long-term, reliable source of these critical materials.
The Company’s rare earth mineral resource development projects include the Carina Project in the State of Goiás,
Brazil as its flagship project and the Penco Module in the Biobío Region of Chile. Both projects feature Aclara’s
patented technology named Circular Mineral Harvesting, which offers a sustainable and energy-efficient extraction
process for rare earths from ionic c lay deposits. The Circular Mineral Harvesting process has been designed to
minimize the water consumption and overall environmental impact through recycling and circular economy
principles.
Through its wholly-owned subsidiary, Aclara Technologies Inc., the Company is further enhancing its product
value by developing a rare earths separation plant in the United States. This facility will process mixed rare earth
carbonates sourced from Aclara’s mineral resource pr ojects, separating them into pure individual rare earth
oxides. Additionally, Aclara through a joint venture with CAP, is advancing its alloy-making capabilities to convert
these refined oxides into the alloys needed for fabricating permanent magnets. This joint venture leverages CAP’s
extensive expertise in metal refining and special ferro-alloyed steels.
Beyond the Carina Project and the Penco Module, Aclara is committed to expanding its mineral resource portfolio
by exploring greenfield opportunities and further developing projects within its existing concessions in Brazil, Chile,
and Perú, aiming to increase future production of heavy rare earths.
Forward-Looking Statements
This press release contains “forward-looking information” within the meaning of applicable securities legislation,
which reflects the Company’s current expectations regarding future events, including statements with regard to,
among other things, the successful comp letion of the Private Placement, the ti ming of the closing of the Private
Placement, the obtaining of the Shareholder Approval and TSX approval and other statements that are not material
facts. Forward-looking information is based on a number of assumptions and is subject to a number of risks and
uncertainties, many of which are beyond the Company’s control. Such risks and uncertainties include, but are not
limited to risks related to operating in a foreign jurisdic tion, including political and economic risks in Chile and
Brazil; risks related to changes to mining laws and regulations and the termination or non-renewal of mining rights
by governmental authorities; risks related to failure to comply with the law or obtain necessary permits and licenses
or renew them; cost of compliance with applicable envir onmental regulations; actual production, capital and
operating costs may be different than th ose anticipated; the Company may be not able to successfully complete
the development, construction and start-up of mines and new development projects; risks related to fluctuation in
commodity prices; risks related to mining operation s; and dependence on the Penco Module and/or the Carina
Project. Aclara cautions that the foregoing list of factors is not exhaustive. For a detailed discussion of the foregoing
factors, among others, please refer to the risk factors discussed under “Ris k Factors” in the Company’s annual
information form dated as of March 22, 2024, filed on the Company’s SEDAR+ profile. Actual results and timing
could differ materially from those projected herein. Unless otherwise noted or the context otherwise indicates, the
forward-looking information contained in this press release is provided as of the date of this press release and the
Company does not undertake any obligation to update such forward-looking information, whether as a result of
new information, future events or otherwise, except as expressly required under applicable securities laws.
For further information, please contact:
Ramón Barúa Costa
Chief Executive Officer