Aclara Resources Completes Initial Public Offering and Concurrent Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
ACLARA RESOURCES COMPLETES INITIAL PUBLIC OFFERING
AND CONCURRENT PRIVATE PLACEMENT
TORONTO, ON, December 10, 2021 – Aclara Resources Inc. (“Aclara” or the “ Company”) announced
today the closing of its previously announced initial public offering (the “ Offering”) of 35,000,000 common
shares of the Company (the “ Common Shares”) at a price of C$ 1.70 per Common Share (the “ Offering
Price”), for gross proceeds of C$59,500,000. The Offering was made through a syndicate of underwriters
co-led by RBC Capital Markets and Canaccord Genuity Corp., together with BMO Capital Markets, BofA
Securities, Scotiabank and Sprott Capital Partners (collectively, the “Underwriters”).
In addition to the Offering, each of Hochschild Mining PLC (“Hochschild Mining”) and Pelham Investment
Corporation (an investment holding company controlled by Eduardo Hochschild, the Chairman of our board
of directors , “ Pelham”), and certain individuals, including directors, officers, employees and other
purchasers identified by Acla ra, purchased, on a prospectus -exempt basis in Canada, an aggregate of
39,336,956 Common Shares at the Offering Price for additional aggregate gross proceeds to the Company
of C$66,872,825 million (the “Concurrent Private Placement”).
The aggregate net pro ceeds of the Offering and the Concurrent Private Placement are estimated to be
C$117,696,359, after deducting the fee payable to the Underwriters and the expenses of the Offering and
the Concurrent Private Placement.
The Common Shares will commence trading today on the Toronto Stock Exchange under the symbol
“ARA”.
The Company has granted to the Underwriters an over -allotment option (the “Over-Allotment Option”) to
purchase up to an additional 5,250,000 Common Shares at a price of C$ 1.70 per Common S hare for
additional gross proceeds of up to C$8,925,000 (if the Over-Allotment Option is exercised in full).
Additionally, the Company has granted to Hochschild Mining the right, but not the obligation, to subscribe
for an additional 1,312,500 Common Shares at the Offering Price, in the aggregate, for a period of 30 days
from the closing date of the Offering, if and only to the extent the Underwriters exercise the Over -Allotment
Option, in whole or in part.
The Company will use the net proceeds from the Offering and the Concurrent Private Placement to
advance the exploration and development of the Penco Modul e (defined below) , exploration of potential
new modules, and for working capital and general corporate purposes.
The Offering was completed pursuant to the Company’s final prospectus dated December 2, 2021 (the
“IPO Prospectus”), which was filed with the securities regulatory authorities in each of the provinces and
territories of Canada, other than Québec. A copy of the IPO Prospectus is available under the Company’s
profile on SEDAR at www.sedar.com.
In connection with the Offering, the Company also qualified pursuant to a separate final prospectus dated
December 2, 2021 the previously announced distribution in specie of Common Shares to the holders of
ordinary shares of Hochschild Mining , as more full y described in the final prospectus in respect of such
distribution (the “Demerger Prospectus”), a copy of which is also available under the Company’s profile
on SEDAR at www.sedar.com.
No securities regulatory authority has either approved or disapproved the contents of this press release.
The securities under the Offering have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act” ), or the securities laws of any state of the
United States and may not be offered, sold or delivered, directly or indirectly, in the United States, except
pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state
securities laws. This news release does not constitute an offer to sell or solicitation of an offer to buy any of
these securities in any jurisdiction in which the offering or sale is not permitted.
Early Warning Reporting Disclosure
In connection with the transactions described above , each of Hochschild Mining and Pelham will file early
warning reports in respect of their ownership of Common Shares.
Concurrently with the Offering, as part of the Concurrent Private Placement, Hochschild Mining acquired
14,870,397 Common Shares at the Offering Price, as described in the IPO Prospectus. Immediately prior
to completion of the transactions described above, Hochschild Mining owned, directly or indirectly,
88,262,206 Common Shares, represent ing 100% of the then issued and outstanding Common Shares.
Following the completion of the transactions described above, including the distribution in specie as
described in the Demerger Prospectus , Hochschild Mining owns, directly or indirectly, 32,526,389
Common Shares, representing approximately 20.0% of the issued and outstanding Common Shares on a
non-diluted basis and approximately 19.7% on a fully -diluted basis. Hochschild Mining acquired the
securities of the Company as part of the Concurrent Private Placement for investment purposes.
Hochschild Mining may further purchase, hold, vote, trade, dispose or otherwise deal in the securities of
the Company, in such manner as it deems advisable from time to time, subj ect to applicable laws and the
terms of the Company’s articles and the investor rights agreement between, among others, Hochschild
Mining and the Company, each as described in the IPO Prospectus. Hochschild Mining ’s address is 17
Cavendish Square, London, W1G 0PH, United Kingdom. A copy of the early warning report of Hochschild
Mining will be available under the Company’s profile on SEDAR and can be obtained on request by
contacting the Company Secretary at [email protected].
Concurrently with the Offering, as part of the Concurrent Private Placement, Pelham acquired 22,791,399
Common Shares at the Offering Price, as described in the IPO Prospectus. In addition, Pelham acquired
9,855,660 as part of the Offering at the Offering Price, as described in the IPO Prospectus. Following the
completion of the transactions described above, including the distribution in specie as described in the
Demerger Prospectus , Pelham owns, directly or indirec tly, 59,701,161 Common Shares, representing
approximately 36.7% of the issued and outstanding Common Shares on a non -diluted basis and
approximately 35.6% on a fully-diluted basis. Pelham acquired the securities of the Company as part of the
Concurrent Pri vate Placement and the Offering for investment purposes. Pelham may further purchase,
hold, vote, trade, dispose or otherwise deal in the securities of the Company, in such manner as it deems
advisable from time to time, subject to applicable laws and the terms of the Company’s articles and the
investor rights agreement between, among others, Pelham and the Company, each as described in the
IPO Prospectus. Pelham’s address is One Nexus Way, Camana Bay George Tow ,n Grand Cayman KY1-
9005 Cayman Islands. A copy of the early warning report of Pelham will be available under the Company’s
profile on SEDAR and can be obtained by contacting Robert Muffly at [email protected].
About Aclara
Aclara is a development -stage rare earth mineral resources company with 451,585 hectares of mining
concessions located in the Maule, Ñuble, Biobío and Araucanía regions of Chile. Aclara is initiating the
development of its resources through a project called the Penco Module (the “ Penco Module ”), which
covers a surface area of approximately 600 hectares and which has ionic clays that are rich in rare earth
elements. Aclara is currently focused on the development and on the future construction and operation of
the Penco Module, which will aim to produce a rare earth concentrate through a processing plant that will be
fed by clays from nearby deposits. In addition to the Penco Module, Aclara will conduct exploration activities
in order to determine if there are depos its within its other mining concessions that can be developed
economically and with an adequate environmental footprint.
The head office of Aclara is located at Cerro el Plomo 5630, Office 901 9th floor, Las Condes, Región
Metropolitana de Santiago, Chile.
Forward-Looking Statements
This news 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 the use of net proceeds by the Company . Forward-looking information is based on a number
of assumption s 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, the factor s discussed under
“Risk Factors” in the Company’s final prospectuses each dated December 2, 2021 filed on the Company’s
SEDAR profile. Actual results could differ materially from those projected herein. Unless otherwise noted or
the context otherwise indicates, the forward -looking information contained in this news release is provided
as of the date of this news 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:
Ramon Barua
Chief Executive Officer