Ucore Rare Metals Announces Closing of Non-Brokered Private Placement
Halifax, Nova Scotia–(Newsfile Corp. – February 9, 2021) – Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX: UURAF) (“Ucore” or the “Company“) is pleased to announce that further to its previous announcements, the Company has closed its non-brokered private placement (the “Private Placement“) consisting of an aggregate of 6,700,000 units (the “Units“) at a subscription price of C$1.00 per Unit, for aggregate gross proceeds to the Company of C$6.7 million.
Each Unit consists of one common share of the Company (a “Common Share“) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant entitles the holder thereof to acquire one additional Common Share at a price of C$1.50 per share for a period of 36 months from the date of issuance, provided that, if over a period of 10 consecutive trading days between the date that is four months and a day from the date of issuance of the Warrants and the date that the Warrants would otherwise expire, the closing price of the Common Shares on the TSX Venture Exchange (the “TSXV“) is equal to or greater than C$1.75, then the Company may, at its option, elect to accelerate the expiry of the Warrants (the “Acceleration Provision“) by providing notice to the holders thereof within 10 calendar days following the end of such 10 consecutive trading day period, in which case the Warrants will expire 30 calendar days following the end of such 10 consecutive trading day period.
The Company intends to use the net proceeds from the Private Placement to: (i) further accelerate the development of Innovation Metals Corp.’s commercialization program for its RapidSX™ separation technology; (ii) continue the development of the Company’s plans for its intended Alaska Strategic Metals Complex; and (iii) for general corporate and working capital purposes, all of which is expected to advance the Company’s business plans and capabilities towards its goal of earning revenue from licensing, product sales, tolling and production activities.
No cash commission fee expenses were incurred by the Company pursuant to the Private Placement. Finders’ fees totalling an aggregate of 306,060 compensation options (the “Finders Warrants“) were issued to certain arm’s-length finders in connection with the Private Placement, including, Echelon Wealth Partners Inc., Canaccord Genuity Corp, PI Financial Corp, and Stormcrow Capital Limited. Each Finders Warrant will expire 36 months from the date of issue, subject to the Company’s exercise of the Acceleration Provision with respect to the Warrants issued pursuant to the Private Placement (the “Finders Warrant Expiry Date“), and will entitle the holder thereof to purchase one Unit (a “Finders Unit“) at a price of C$1.00 per Finders Unit at any time up until the Finders Warrant Expiry Date. For clarity, if the Company elects to accelerate the expiry of the Warrants pursuant to the Acceleration Provision, then the Finders Warrant Expiry Date shall similarly be accelerated such that the Warrants and the Finders Warrants will expire on the same date.
Pursuant to the Private Placement, certain insiders of Ucore subscribed for a total of 1,250,000 Units for aggregate gross proceeds to the Company of C$1,250,000, which is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Full details of these transactions will be available on the System for Electronic Disclosure by Insiders (SEDI), available at: www.sedi.ca. The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of the Private Placement, nor the consideration paid, exceed 25% of the Company’s market capitalization. No new insiders or control persons were created in connection with the closing of the Private Placement. The Company filed a material change report less than 21 days before the expected date of the closing of the transaction since the decision to actively pursue the transaction on the terms described in the Company’s Press release dated January 28, 2021 was less than 21 days before the expected date of the closing; and, in addition, recent general capital market volatility made the Company uncertain about the expected closing until the formal subscription agreements were received.
Assuming that all of the Warrants from the Private Placement become exercised, the average issuance price of the Common Shares issuable pursuant to the Private Placement will be C$1.17 per Common Share, which the Company believes compares favourably with the net proceeds that may have been received in an alternative brokered offering of Common Shares involving full commission fees and related transaction costs. The Private Placement was unanimously approved by all of the directors of the Company. The number of Common Shares potentially issuable to insiders of the Company pursuant to the Private Placement (including any Common Shares issuable upon the exercise of the Warrants and the Finders Units) represents not more than 10% of the Company’s currently issued and outstanding Common Shares on a non-diluted basis.
Pursuant to applicable Canadian securities laws, all securities issued pursuant to the Private Placement are subject to a hold period of four months and one day, expiring on June 9, 2021. The Private Placement remains subject to the final approval of the TSXV.
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About Ucore Rare Metals Inc.
Ucore is focused on rare and critical metals resources, extraction, beneficiation and separation technologies with potential for production, growth, and scalability. Ucore has a 100% ownership stake in the Bokan-Dotson Ridge Rare Earth Element Project in Southeast Alaska. Ucore’s vision and plan is to transition to become a leading advanced technology company that provides metal separation products and services to the mining and mineral extraction industry.
Through strategic partnerships, this vision includes disrupting the People’s Republic of China’s dominance of the US REE supply chain through the development of a heavy rare earth processing facility – the Alaska Strategic Metals Complex in Southeast Alaska and the long-term development of Ucore’s heavy rare earth element mineral resource property located at Bokan Mountain on Prince of Wales Island, Alaska.
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.
This press release includes certain statements that may be deemed “forward-looking statements” regarding, among other things, the use of proceeds from the the Private Placement. 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, litigation outcomes, events, or developments that the Company expects, are forward-looking statements. 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 Private Placement, Ucore has assumed that the TSXV’s final approval of the Private Placement will be obtained without delay. In regard to the disclosure in the “About Ucore Rare Metals Inc.” section above, the Company has assumed that it will be able to procure or retain additional partners and/or suppliers, in addition to IMC, as suppliers for Ucore’s expected future Alaska Strategic Metals Complex (“Alaska SMC“). Ucore has also assumed that sufficient external funding will be found to prepare a new National Instrument 43-101 (“NI 43-101“) technical report that demonstrates that the Bokan Mountain Rare Earth Elements project (“Bokan“) is feasible and economically viable for the production of both REE and co-product mineral materials and metals and the then prevailing market prices based upon assumed customer off-take agreements. Ucore has also assumed that sufficient external funding will be secured to develop the specific engineering plans for the Alaska SMC and its 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 Alaska SMC; Ucore not being able to raise sufficient funds to fund the specific design and construction of the Alaska SMC and/or the continued development of RapidSX; adverse capital-market conditions; unexpected due-diligence findings; unexpected or adverse outcomes in the currently outstanding litigation matters between Ucore and IBC Advanced Technologies, Inc.; 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 Alaska and/or in the support expressed by the Alaska Industrial Development and Export Authority (“AIDEA“) regarding the development of Bokan and/or the Alaska SMC; 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) accepts responsibility for the adequacy or accuracy of this release.
Vice President, Investor Relations
Ucore Rare Metals Inc.
+1 902 482 5214
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