Ucore Announces Closing of Brokered Offering for Gross Proceeds of C$15.5 Million
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85880804.4
Ucore Announces Closing of Brokered Offering for Gross Proceeds of
C$15.5 Million
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR
DISSEMINATION IN THE UNITED STATES
Halifax, Nova Scotia (June 19, 202 5) – Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX:
UURAF) ("Ucore" or the " Company") is pleased to announce the closing of its previously
announced "best efforts" private placement (the " Offering") for aggregate gross proceeds of
C$15.5 million, which includes the full exercise of the agents’ option. In aggregate pursuant to the
Offering, the Company sold 12,916,667 units of the Company (the "Units") at a price of $1.20 per
Unit (the " Offering Price "). Each Unit consist s 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 entitles the holder thereof
to purchase one Common Share (a "Warrant Share") at any time on or before June 19, 2028 at
an exercise price of $1.75.
Red Cloud Securities Inc. , as lead agent and sole bookrunner, together with Raymond James
Ltd. (collectively, the “Agents”), acted as agents in connection with the Offering. As consideration
for their services, the Agents received cash commissions and advisory fees totaling $855,000 and
were issued an aggregate of 712,500 non-transferable Common Share purchase warrants (the
“Broker Warrants”). Each Broker Warrant is exercisable into one Common Share at the Offering
Price at any time on or before June 19, 2028.
The Units were issued to Canadian purchasers pursuant to the listed issuer financing exemption
under Part 5A of National Instrument 45 -106 – Prospectus Exemptions , as amended by
Coordinated Blanket Order 45 -935 – Exemptions from Certain Conditions of the Listed Issuer
Financing Exemption. The Units and the securities underlying the Units are not subject to resale
restrictions pursuant to applicable Canadian securities laws.
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 Company’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 drawin gs and plans, which are currently ongoing, for the Company’s
planned SMC; and (v) general working capital requirements.
The Offering remains subject to the final approval of the TSX Venture Exchange (the “TSXV”).
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 offered have not been, nor will they be,
registered under the U.S. Securities 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 U.S. Securities 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 acquisitio n 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 proceeds from the Offering and the receipt of final approvals of the TSXV. 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 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 SMCs. Ucore has also assumed that sufficient external funding will
be found to complete the SMC commissioning and Kingston Demonstration Plant activities and
also later prepare a new National Instrume nt 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 construct ion of the
SMCs and/or the continued development of RapidSX ™; adverse capital -market conditions;
unexpected duediligence 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.
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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