Ucore Closes Books on Over-Subscribed Brokered LIFE Offering
85480549.5
Ucore Closes Books on Over-Subscribed Brokered
LIFE Offering
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR
DISSEMINATION IN THE UNITED STATES
Halifax, Nova Scotia (June 5, 2025) – Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX:
UURAF) ( “Ucore” or the “Company”) is pleased to announce that the order book for its
previously announced brokered private placement (the “ Offering”) of units of the Company
(the “Units”), is over-subscribed and closed.
Red Cloud Securities Inc., as lead agent and sole bookrunner, together with Raymond James
Ltd., are acting as agents in connection with the Offering.
Pursuant to the Offering, the Company is issuing Units at the previously announced price
of $1.20 per Unit (the “ Offering Price”). 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 for a period of 36 months following
the closing date of the Offering at an exercise price of $1.75.
As previously disclosed, 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
drawings and plans, which are currently ongoing, for the Company’s planned SMC; and (v)
general working capital requirements.
The Company has granted the agents an option, exercisable in whole or in part prior to the
closing of the Offering, to offer and sell up to an additional 1.25 million 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.
It is anticipated that the Offering will close on or about June 19, 2025, and is subject to certain
closing conditions including, but not limited to, the receipt of all necessary approvals, including
the conditional approval of the TSX Venture Exchange (the “TSXV”).
The Units to be issued under the Offering have been offered to purchasers pursuant to the
listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus
Exemptions, in all the provinces of Canada, except Québec. The Units will not be subject to
resale restrictions pursuant to applicable Canadian securities laws.
For further details concerning the Offering, please refer to the Company's news release
dated June 3, 2025 and the offering document relating to the Offering, both of which can be
accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website.
Prospective investors should read the offering document before making an investment
decision.
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85480549.5
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.
# # #
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 intended use of proceeds from
the Offering; and the receipt of any regulatory approvals, including the conditional and 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 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 SMCs. Ucore has also assumed that sufficient external
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85480549.5
funding will be found to complete the Demo Plant commissioning and demonstration schedule
and also later prepare a new National Instrument 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