Ucore Announces Closing of Bought Deal Public Offering for Gross Proceeds of C$69 Million NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Ucore Announces Closing of Bought Deal
Public Offering for Gross Proceeds of C$69 Million
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Halifax, Nova Scotia, August 13, 2026 – Ucore Rare Metals Inc. (TSXV: UCU | OTCQX: UURAF)
(“Ucore” or the “Company”) is pleased to announce the closing of its previously announced “bought
deal” public offering (the “Offering”) for aggregate gross proceeds of C$69,004,600, which includes
the exercise in full of the over-allotment option (the “Over-Allotment Option”) for gross proceeds of
C$9,000,600. Pursuant to the Offering, Ucore sold a total of 24,644,500 common shares (the
“Common Shares”) of the Company at a price of C$2.80 per Common Share, which includes
3,214,500 Common Shares sold pursuant to the exercise of the Over-Allotment Option. Red Cloud
Securities Inc. (“Red Cloud ”) acted as sole bookrunner and co-lead underwriter , and B. Riley
Securities, Inc. acted as co-lead underwriter (collectively with Red Cloud, the “Underwriters”).
The Company intends to use the net proceeds from the Offering to fund the development of the
Company’s Louisiana Strategic Metals Complex (“SMC ”), and for working capital and general
corporate purposes, as further described in the Prospectus Supplement (as defined below).
The Common Shares were offered for sale in the provinces of Alberta, British Columbia, Manitoba,
Ontario and Saskatchewan pursuant to a prospectus supplement dated August 10, 2026 (the
“Prospectus Supplement ”), which supplements the Company's (final) short form base shelf
prospectus dated June 30, 2026 (the “Base Shelf Prospectus”, and collectively with the Prospectus
Supplement, the “ Prospectus”). Portions of the Offering were also sold in jurisdictions outside of
Canada on a private placement or equivalent basis . The Prospectus was filed in each of the
provinces and territories of Canada. Investors should read the Prospectus and other documents that
the Company has filed for more complete information about the Company and the Offering. Copies
of these documents are available under Ucore’s profile on SEDAR+ at www.sedarplus.ca. The
Offering remains subject to the final approval of the TSX Venture Exchange (the “TSXV”).
As consideration for their services in connection with the Offering, the Underwriters received an
aggregate cash fee of C$4,125,276.04, which is equal to a cash fee of 6.0% of the gross proceeds
of the Offering ( other than in respect of the gross proceeds from the sale of Common Shares to
purchasers under a President’s List, which such gross proceeds were subject to a cash fee of 3.0%
of such gross proceeds).
The securities 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 U.S. state securities laws, and may not be
offered or sold in the United States without registration under the U.S. Securities Act and all
applicable state securities laws or compliance with the requirements of an applicable exemption
therefrom. 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 these securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
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, Ucore aims to support the development of a more diversified and
resilient North American Rare Earth Elements (“ 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 Heav y 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 http://www.ucore.com.
Forward-Looking Statements
This press release contains “forward-looking information” and “forward-looking statements”
(collectively “forward -looking statements” ) within the meaning of applicable Canadian securities
laws. 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 intended use of net
proceeds from the Offering; the final approval of the Offering by the TSXV; the progress of
development at the Louisiana SMC and any subsequent SMCs; and future development plans.
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 Company’s
commercialization and demonstration facility (“ CDF”) and the aforementioned projects (generally),
see the risk disclosure in the Base Shelf Prospectus and the Prospectus Supplement, and in the
continuous disclosure documents filed by the Company on SEDAR+ ( http://www.sedarplus.ca),
including the Company’s annual information form for the year ended December 31, 2025 (filed on
SEDAR+ on June 8, 2026) and MD&A for Q1-2026 (filed on SEDAR+ on May 29, 2026), as well as
the risks described below.
Regarding the disclosure in the press release above, the Company has assumed, among other
things, that it will receive the approval of the TSXV in regard to the Offering and the issuance of the
Common Shares in connection therewith.
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 technical report in
compliance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects 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.
Forward-looking statements are based on a number of material assumptions, including, without
limitation: the successful completion and accuracy of baseline, front -end-engineering design and
detailed engineering studies; the ability to complete further engi neering, procurement, and
construction activities as currently contemplated; the availability, cost, and timely delivery of
equipment, materials, utilities, labour and construction services; the Company’s ability to secure
sufficient financing on acceptable terms; the receipt and timing of all required permits and approvals;
the successful scale-up and commercial deployment of RapidSX™ technology from demonstration
to commercial operation; the availability of qualified feedstock from third-party suppliers; successful
customer qualification and offtake discussions; continued support from governmental partners; and
general economic, market, and industry conditions, including assumptions regarding rare earth oxide
prices, which are subject to significant volatility.
Although the Company believes that the assumptions underlying the forward-looking information are
reasonable, there can be no assurance that such assumptions will prove to be accurate or that the
anticipated results, performance, or achievements will be re alized. Actual results may differ
materially from those expressed or implied by the forward-looking information. Factors that could
cause actual results to differ materially include, without limitation: risks associated with the
development, scale-up, and commercialization of new or unproven technologies; the risk that
RapidSX™ may not perform at commercial scale as expected; engineering design changes;
inaccuracies in capital or operating cost estimates; cost escalation due to inflation, supply chain
disruption, or market conditions; delays or failures in procurement, construct ion, or commissioning;
the inability to obtain or maintain required permits, approvals, or regulatory authorizations;
challenges in securing adequate financing; adverse capital market conditions; variability in feedstock
supply, quality, or pricing; failure to secure or maintain commercial relat ionships, customer
qualification, or offtake arrangements; fluctuations and uncertainty in rare earth oxide prices and
demand; the risk that indicative or quoted market prices, including for ex-China markets, may not be
realized; operational risks once in production, including equipment failures or lower -than-expected
recoveries; geopolitical risk; changes in applicable laws or regulations; environmental or permitting
challenges; loss of key personnel; and general economic, business, or competitive 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