Ucore Announces Brokered LIFE Offering of Units for up to $10 Million
Ucore Announces Brokered LIFE Offering of
Units for up to $10 Million
Halifax, Nova Scotia--(Newsfile Corp. - June 3, 2025) - Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX: UURAF)
("Ucore" or the "Company") has entered into an engagement letter with Red Cloud Securities Inc. (the " Lead Agent"), on
behalf of a syndicate of agents (collectively, the "Agents"), in connection with a "best efforts" agency basis private
placement of units of the Company (the "Units") at a price of $1.20 per Unit (the "Offering Price") for maximum gross
proceeds of $10 million (the "Offering"). Each Unit will consist of one common share in the capital of the Company (a
"Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant,
a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share (a " Warrant Share") for a
period of 36 months following the closing date of the Offering at an exercise price of $1.75.
The Company has granted the Agents an option (the "Agents' Option"), exercisable in whole or in part prior to the closing
of the Offering, to offer and sell up to an additional 1,250,000 Units at the Offering Price, for additional gross proceeds of
up to $1.5 million. If the Agents' Option is exercised in full, the aggregate gross proceeds to the Company will be $11.5
million.
The Units to be issued under the Offering will be offered to purchasers pursuant to the listed issuer financing exemption
under Part 5A of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"), in all the provinces of Canada,
except Québec. The Units will not be subject to resale restrictions pursuant to applicable Canadian securities laws.
The Agents will also be entitled to offer the Units for sale in the United States pursuant to available exemptions from the
registration requirements of the United States Securities Act of 1933, as amended, and in those other jurisdictions outside
of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in
such other jurisdiction.
The net proceeds of the Offering are expected to be used for the following: (i) finalization of upstream mixed-rare-earth
feedstock agreements and downstream customer offtake agreements for the Company's planned strategic metals
complex ("SMC") in Louisiana, USA; (ii) completion of the Corporation's existing obligations pursuant to its agreements
with the U.S. Department of Defense and Natural Resources Canada; (iii) commercial scale column confirmation testing;
(iv) progressing engineering drawings and plans, which are currently ongoing, for the Company's planned SMC; and (v)
general working capital requirements.
There is an offering document relating to the Offering that can be accessed under the Company's profile
at www.sedarplus.ca and on the Company's website at www.ucore.com. Prospective investors should read this offering
document before making an investment decision.
The Offering is scheduled to close on or about June 19, 2025 (the " Closing Date") and is subject to certain conditions
including, but not limited to, the receipt of all necessary approvals, including the conditional approval of the TSX Venture
Exchange (the "TSXV").
As consideration for their services, the Agents will receive an aggregate cash fee equal to 6.0% of the gross proceeds of
the Offering, provided that a cash fee equal to 3.0% shall be payable in respect of gross proceeds from Units sold to
purchasers included on a president's list to be determined by the Company (the " President's List"). In addition, the
Corporation will issue to the Agents warrants (the "Broker Warrants") representing 6.0% of the aggregate number of
Units issued pursuant to the Offering, provided that Broker Warrants equal to 3.0% shall be issuable in respect of Units
sold to purchasers on the President's List. Each Broker Warrant will entitle the holder to purchase one Common Share at
a price equal to the Offering Price for a 36-month period from the date of issuance.
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 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.
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 that the
Company is pursuing are forward-looking statements, including without limitation statements with respect to: the timing
and completion of the Offering; the ability of the Company to raise the minimum or maximum proceeds of the Offering; the
intended use of proceeds from the Offering; the exercise of the Warrants; the receipt of any regulatory approvals,
including the conditional and final approvals of the T SXV; and future capital requirements. 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 not 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 Strategic Metals Complexes ("SMCs"). Ucore
has also assumed that sufficient external funding will be found to complete the Demo Plant commissioning and
demonstration schedule and also later prepare a new National Instrument 43-101 ("NI 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 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 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
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN
THE UNITED STATES
SOURCE: Ucore Rare Metals Inc.