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Ucore Accepts $2M Investment from Hondo Private Equity LLC

Financings

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Ucore Accepts $2M Investment from

Hondo Private Equity LLC

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION

IN THE UNITED STATES

Halifax, Nova Scotia (January 31, 2024) – Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX:

UURAF) (“Ucore” or the “Company”) is pleased to announce that has closed a non-

brokered private placement offering with Hondo Private Equity LLC (“ Hondo”). The

placement consists of 3,600,000 units (the “Units”) at a price of CAD$0.60 per Unit for gross

proceeds of CAD$2,160,000 (the “Offering”).

Hondo Private Equity is controlled by Shawn Matthews, Founder, CEO and Chief Investment

Officer of Hondius Capital Management, LP (“ Hondius”). Hondius is an alternative

investment manager. Prior to founding Hondius in 2018, Mr. Matthews was CEO of Cantor

Fitzgerald & Co from 2009 to 2018.

“Ucore has a world class technology that they are bringing to their Louisiana site as a

solution for processing rare earths in the United States .”, said Mr. Matthews , “This

smaller site, higher production model, is perfect for expansion possibilities. We are

excited to participate in this investment and Ucore’s future.”

Each Unit consists of one common share in the capital of the Company (a “Common Share”)

and one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant

entitles the holder thereof to purchase one Common Share (a “Warrant Share”) for a period

of 36 months following the date of closing of the Offering (the “Closing Date”, being the date

hereof) at an exercise price of CAD$0.75.

Proceeds from the Offering are expected to be used for general corporate working capital

purposes.

No compensation was paid to any finder and no commission fees were paid with respect to

the Offering. Pursuant to National Instrument 45 -102 – Resale of Securities, the Common

Shares and Warrants comprising the Units, including any underlying Warrant Shares to be

issued upon exercise of Warrants, are subject to a four-month and one-day restricted period

commencing on the Closing Date. The securities described herein have not been, and will

not be, registered under the United States Securities Act of 1933 , as amended (the “ U.S.

Securities Act”), or any state securities laws, and accordingly may not be offered or sold

within the United States except in compliance with the registration requirements of the U.S.

Securities Act and applicable state securities requirements or pursuant to exemptions

therefrom. This press release does not constitute an offer to sell or a solicitation to buy any

securities in any jurisdiction.

The Offering remains subject to the final approval of the TSX Venture Exchange (the “TSXV”).

# # #

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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 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 establishment of a

heavy and light rare -earth processing facility in the U.S. State of Louisiana, subsequent

Strategic Metal Complexes 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 acquisition activities

(including any related required financings), timelines, events, or developments th at the

Company is pursuing are forward-looking statements, including without limitation, statements

regarding the Company’s use of proceeds of the Offering and expectations regarding the

receipt of the necessary regulatory approvals for the Offering . Altho ugh 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.

For additional risks and uncertainties regarding the Company, the CDF, the Demo Plant and

ongoing Programs (generally), see the risk disclosure in the Company’s MD&A for Q3-2024

(filed on SEDAR+ on November 18, 2024) (www.sedarplus.ca) as well as the risks described

below.

Regarding the disclosure above in the “About Ucore Rare Metals Inc.” section, 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 e xpected future SMSs.

Ucore has also assumed that sufficient external funding will be found to complete the Demo

Plant demonstration schedule and also later prepare a new National Instrument 43 -101 (“NI

43-101”) technical report that demonstrates that the B okan 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 su fficient 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, with out 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

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suppliers for the SMCs; Ucore not being able to raise sufficient funds to fund the specific

design and construction 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 change in the legislation in Louisiana or Alaska

and/or in the support expressed by the Alaska Industrial Developme nt 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 the content of this release.

CONTACTS

For additional information, please contact:

Mark MacDonald

Vice President, Investor Relations

Ucore Rare Metals Inc.

1.902.482.5214

[email protected]