Ucore Increases & Closes Private Placement
Halifax, December 11, 2018 - Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX: UURAF) ("Ucore" or the "Company") is pleased to announce that it has closed its previously announced non-brokered private placement for total proceeds of $500,000, an increase from the initially expected $350,000 announced on November 30, 2018 ("the Placement"). Subscribers to the Placement included Orca Holdings LLC ("Orca") and Concept Capital Management Ltd ("CCM").
A total of 3,333,333 units were issued at a price of $0.15 per unit, for total proceeds of $500,000. Each unit consists of one common share and one-half common share purchase warrant. Each warrant gives the holder the right to purchase one common share at an exercise price of $0.20 for a period of 36 months.
"Orca stands firmly behind Ucore and the Company's planned acquisition of IBC Advanced Technologies (IBC)," said Randy Johnson, Advisory Board Member of Ucore and Managing Member of Orca Holdings LLC. "Ucore has a very long and successful history of securing patient funds, as and when required, to execute on its go-forward business plans. This strategic private placement is no exception. We look forward to the prospect of significant future revenues as a means of realizing active cash flows, fresh working capital, and as a means of offsetting and limiting share dilution."
"CCM has elected to increase its equity ownership position in Ucore based on our assessment of the strong likelihood of success of the Company's current initiatives," said Frank Högel, Advisory Board Member of Ucore and Advisory Board Member of CCM. "The planned transition of Ucore into active revenue status is an important threshold for any development stage enterprise. This is a launch position that CCM not only supports, but actively encourages as a means of securing future returns for our shareholders."
Orca and CCM, both insiders of the Company, purchased a total of 2,833,333 Units for gross proceeds to the Company of approximately $425,000, 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 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 Placement, nor the consideration paid, exceed 25% of the Company's market capitalization. No new insiders and no control persons were created in connection with the closing of the Placement.
The Private Placement was approved by all of the independent directors of the Company. Neither Orca nor CCM have any nominees on Ucore's Board of Directors. 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) represent not more than 10% of the Company's currently issued and outstanding Common Shares on a non-diluted basis.
The net proceeds from the financing will be used for general corporate purposes. Pursuant to applicable Canadian securities laws, all securities issued pursuant to the Placement are subject to, among other things, a statutory hold period of four months and one day, which expires on April 11, 2018. The Private Placement remains subject to the final approval of the TSX-V.
About Ucore
Ucore Rare Metals Inc. is a development-phase company focused on rare metals resources, extraction and beneficiation technologies with near term potential for production, growth and scalability. The Company has a 100% ownership stake in the Bokan-Dotson Ridge Rare Earth Mine. On March 31, 2014, Ucore announced the unanimous support of the Alaska State Legislature for Senate Bill 99 (2014), which authorized the AIDEA to issue up to USD $145 Million in bonds for the infrastructure and construction costs of the Bokan-Dotson Ridge Rare Earth Element Project.
For further information, please contact Mr. Jim McKenzie, President & CEO of Ucore Rare Metals Inc. at: +1 (902) 482-5214 or visit http://www.ucore.com.
Cautionary Notes
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 activities or circumstances such as arbitration, mediation, negotiation, settlement, financing(s), business acquisition activities, business development activities, timelines, events and/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. Ucore has assumed that IBC will be willing to negotiate to resolve the parties' recently publicly announced concerns while avoiding litigation and that the outcome of the process will represent a successful settlement for all parties. Ucore has also assumed that it will in the near future be able to obtain interim financing and sufficient additional financing to acquire IBC in compliance with the terms contemplated in the existing agreements with IBC and its shareholders holding a majority of its shares. Ucore has also assumed that there will be no material adverse findings in its upcoming expected comprehensive due diligence review of IBC. Factors that could cause actual results to differ materially from those in forward-looking statements include: Ucore not being able to raise sufficient funds to acquire IBC (including the non-acquisition payments owed under the previous and existing agreements); adverse capital market conditions; unexpected due diligence findings; resistance to or non-compliance by IBC or its key shareholders with the existing agreements; the emergence of alternative superior metallurgy and mineral separation technologies; the inability of IBC to retain its key staff members and clients; the inability of IBC to protect its intellectual property; unexpected transaction costs or other deal completion setbacks; the availability and procurement of any required interim financing that may be required; and general economic, market or business conditions.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined by the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.