Ucore Announces Exercise of Warrants by Director and Full Repayment of Orca Debt Facilities
Ucore Announces Exercise of Warrants by Director and Full
Repayment of Orca Debt Facilities
Halifax, Nova Scotia, September 9, 2026 – Ucore Rare Metals Inc. (TSXV: UCU | OTCQX:
UURAF) (“Ucore” or the “ Company”) is pleased to announce the exercise of warrants by Randy
Johnson (“Mr. Johnson”), a director of the Company, through his wholly owned holding company,
Orca Holdings, LLC (“ Orca”), resulting in Orca’s acquisition of 10,268,165 common shares of the
Company (the “ Common Shares ”). The Company also announces the early repayment of all
indebtedness previously owing by the Company to Orca under certain debt arrangements.
The warrant exercise s were completed on September 9, 2026 and resulted in the issuance of an
aggregate of 10,268,165 Common Shares from treasury upon payment of the applicable exercise
prices. The Company received aggregate proceeds of $8,485,123.75 from the exercise of the
warrants.
The Company believes that the warrant exercise s, which involved warrants that had expiry dates
ranging from October 1, 2026 to January 31, 2027, reflects continued support for Ucore and its
strategic objectives. The proceeds from the warrant exercise s further strengthened the Company’s
financial position and provide additional flexibility as it advances its business plan. Orca continues
to hold the 10,268,165 Common Shares that were issued by the Company as a result of the recent
warrant exercises.
In addition, Ucore confirms that on September 4, 2026 , it repaid in full all outstanding principal and
accrued interest owing to Orca under: (i) the Company ’s secured line of credit facility maturing
October 1, 2026 and bearing interest at 10.0% per annum; and (ii) the Company’s secured term loan
maturing January 31, 2027 and bearing interest at 9.0% per annum. The total amount of principal
and accrued interest that was repaid by the Company was $8,709,268 (US$6,274,463).
The repayment of these obligations reduces the Company’s outstanding liabilities and eliminates its
indebtedness to Mr. Johnson and Orca. The Company currently has no outstanding loans or debt.
“Retiring these debt obligations further strengthens Ucore’s balance sheet at an important point in
the Company’s growth,” stated Pat Ryan, P.Eng., Chairman and CEO of Ucore. “We are entering
the next stage of the Louisiana SMC’s development with greater financial flexibility and a clear focus
on execution.”
The loans from Orca were not convertible into Common Shares and their repayment had no effect
on Mr. Johnson’s ownership of, or control over, voting securities of the Company.
For additional information regarding the Orca 2023 Facility and the Orca Term Loan, see Note 6
(Loans Payable) to the Company’s unaudited interim condensed consolidated financial statements
for the three and six-month periods ended June 30, 2026, available under the Company’s profile on
SEDAR+ and filed on August 26, 2026. Copies of the related loan agreements were also filed under
the Company’s profile on SEDAR+ as material contracts.
An early warning report will be filed by Mr. Johnson and Orca in accordance with applicable Canadian
securities laws in connection with the warrant exercise. A copy of the early warning report will be
available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
The issuance of the Common Shares to Orca and the early repayment of the loans from Orca
constituted a “related party transaction”, as such term is defined in Multilateral Instrument 61 -101 -
Protection of Minority Security Holders in Special Transactions (“MI 61-101”), and may have required
the Company to obtain minority shareholder approval and a formal valuation of the subject matter of
the transactions, unless exemptions from such requirements were available. In completing the
transactions, the Company reli ed on the exemptions from the formal valuation and minority
shareholder approval requirements of MI 61 -101 available under sections 5.5(a) and 5.7(1)(a),
respectively, as the fair market value of the debt and interest that was repaid , and the fair market
value of the Common Shares issued to Orca, did not exceed 25% of the Company ’s market
capitalization, as determined in accordance with MI 61-101.
The transactions described in this press release were approved by the Company’s board of directors
not including Mr. Johnson. No special committee was established in connection with the transactions.
The Company did not file a material change report in respect of the loan repayments more than 21
days before the dates of the transactions. In the Company’s view, the shorter period was reasonable
and necessary in the circumstances to complete the transactions in an expeditious manner and
improve the Company ’s financial position by reducing the Company’s outstanding liabilities and
interest expenses.
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, incl uding without limitation statements with respect to: the intended use of
proceeds from the warrant exercises referenced above ; 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 Q2-2026 (filed on SEDAR+ on August 26, 2026), 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 technical report in
compliance with National Inst rument 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 relationships, 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; envir onmental 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