Ucore Announces Automatic Conversion of Debentures
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Ucore Announces Automatic Conversion of
Debentures
Halifax, Nova Scotia September 3, 2025 – Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX:
UURAF) (“Ucore” or the “Company”) is pleased to announce that the last $1.1 million of the
convertible debentures that were issued by the Company in May of 2020 (the “ Convertible
Debentures” of “Debentures”) have been automatically converted into equity as a result of
the triggering of a conversion clause in the Debenture agreement related to the Company’s
share price over the past twenty trading days (the “Automatic Conversion”). As a result of
the Automatic Conversion, the Company today issued 1,222,219 units (“Units”) and none of
the Debentures remain outstanding.
A total of 2,800 Convertible Debentures were originally issued in May of 2020 at a price of
$1,000 per Debenture and they bore interest at 7.5% per annum. The terms of the
Debentures were amended in 2024 (see the Company’s press release dated January 11,
2024). After the amendment, the Debentures had a maturity date of January 31, 2026. The
amended conversion price was $0.90 per Unit, with each Unit consisting of 1 common share
of the Company (a “ Common Share ”) plus ½ Common Share purchase warrant (a
“Warrant”). Each full Warrant is exercisable by the holder to purchase one Common Share
at a price of $1.30 per share for a period ending on the maturity date of the Debentures, being
January 31, 2026.
Pursuant to the terms of the Debenture agreement, the outstanding principal amount of each
Convertible Debenture is to be automatically converted into Units at the conversion price
($0.90) if the Common Shares traded at a closing price of $2.20 or more on the TSX Venture
Exchange for 20 consecutive trading days. On September 2, 2025, the Company’s Common
Shares traded at a closing price above $2.20 for the 20th consecutive trading day. As a result,
the Debentures automatically converted into Units of the Company as outlined above.
Since May of 2020, and prior to the triggering of the Automatic Conversion, a total of 1,700
Debentures had already been converted to Units of the Company at the election of the holders
or repaid. As a result of the Automatic Conversion, t he remaining 1,100 Debentures have
now been converted, resulting in the issu ance of 1,222,219 Common Shares and 611,108
Warrants, with the above-noted terms.
Certain of the Convertible Debentures which were automatically converted were owned by a
related party of the Company. Specifically, Pat Ryan (Ucore’s Chairman and CEO) h eld 10
of the Convertible Debentures (representing a principal amount of $10,000). The above -
described transaction with Mr. Ryan is considered to be a related party transaction within the
meaning of Multilateral Instrument 61 -01 Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). The transaction is exempt from the formal valuation and minority
shareholder approval requirements of MI 61 -101 since neither the fair market value of the
subject matter of, nor the fair market value of the consideration for, the transaction, insofar
as it involves interested parties, exceeds 25% of the Company’s market capitalization. No
new insiders and no control persons were created in connection with the closing of the
transactions.
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About Ucore Rare Metals Inc.
Ucore is focused on rare -earth 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 development of a
heavy and light rare-earth processing facility in the US State of Louisiana, subsequent 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
(“Bokan”).
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 tha t the
Company is pursuing 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.
For additional risks and uncertainties regarding the Company, its business activities, its ability
to qualify for and receive any additional funding from any U.S. or Canadian government, the
CDF and the aforementioned projects (generally), see the risk disclosure in the Company’s
MD&A for Q2 2025 (filed on SEDAR+ on August 28, 2025) (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 expected future SMCs.
Ucore has also assumed that sufficient external funding will be found to continue and
complete the ongoing research and development work required at the CDF and also later
prepare a new National Instrument 43 -101 technical report that demonstrates that 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 and eventual
commissioning and operations . 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
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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 Lo uisiana
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.
CONTACTS
Mr. Peter Manuel, Ucore Vice President and Chief Financial Officer, is responsible for the
content of this news release and may be contacted at 1.902.482.5214.
For additional information, please contact:
Mark MacDonald
Vice President, Investor Relations
Ucore Rare Metals Inc.
1.902.482.5214