Mr. Ramon Barua reports

ACLARA ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF US$50 MILLION

Aclara Resources Inc. intends to sell, on a non-brokered private placement basis, in two tranches, 24,215,548 common shares of the company for aggregate gross proceeds of $50,000,001 (U.S.) at a price of $2.83 per share.

In connection with the private placement, the company has entered into a subscription agreement with each of CAP S.A., Hochschild Mining Holdings Ltd. and New Hartsdale Capital Inc., wherein each of CAP, Hochschild Mining and New Hartsdale has agreed to subscribe for and purchase from the company 9,686,219, 4,843,109 and 9,686,220 common shares, respectively. Currently, CAP holds 9.97 per cent, Hochschild Mining holds 19.24 per cent, and New Hartsdale holds 36.13 per cent of the issued and outstanding common shares of the company.

The private placement will be completed in two tranches: the first tranche (Tranche 1) of 20,078,697 common shares for aggregate gross proceeds of $41,458,276 (U.S.) that is expected to close on or around March 31, 2026; and the second tranche (Tranche 2) of 4,136,851 common shares for aggregate gross proceeds of $8,541,725 (U.S.) that is expected to close on or around May 12, 2026.

Eduardo Hochschild, chair of Aclara and Hochschild Mining, said: "We are very pleased to continue supporting Aclara alongside New Hartsdale and CAP. This financing reinforces the long-term commitment of Aclara's principal shareholders and provides the capital required to advance the company toward the construction phase. With high-quality heavy rare-earth resources, proprietary extraction and processing technologies, and a clear path toward a vertically integrated supply chain across the Americas, Aclara is uniquely positioned to become the cornerstone supplier of heavy rare earths critical to the global energy transition."

Following completion of the private placement (upon the closing of Tranche 2), each of CAP, Hochschild Mining and New Hartsdale are expected to hold 31,849,363, 47,630,213 and 90,027,095 common shares of the company, respectively. Such holdings will represent approximately 12.92 per cent, 19.32 per cent and 36.51 per cent of the company's issued and outstanding common shares, on a postclosing basis.

While the private placement constitutes a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, Aclara is relying on the exemption from the formal valuation requirement and the minority shareholder approval requirement of MI 61-101 contained in sections 5.5(a) and 5.7(a), respectively, as the fair market value of the private placement is not more than 25 per cent of the market capitalization of the company.

Further, pursuant to subsections 607(g)(ii) of the TSX Company Manual, the company is required to obtain disinterested approval for Tranche 2 from the holders of a majority of the common shares (excluding those common shares held by insiders participating in the private placement) present in person or by proxy at a shareholders meeting, on the basis that the common shares issuable in Tranche 2 of the private placement, when aggregated with the common shares issued pursuant to Tranche 1 of the private placement and the other issuances of securities to insiders of the company over the past six months, will result in the issuance to insiders of greater than 10 per cent of the number of common shares currently issued and outstanding (the shareholder approval).

The company intends to seek the shareholder approval at the annual general and special meeting of its shareholders to be held on May 7, 2026. A management information circular containing details of the private placement and voting instructions will be mailed to shareholders as soon as practicable. This information will also be available on Aclara's website. The closing of Tranche 2 is subject to the receipt of the shareholder approval and the closing of the private placement remains subject to the conditional approval of the Toronto Stock Exchange and other customary closing conditions.

Aclara intends to use the net proceeds from the private placement to finance the continued development of its Carina project in Brazil, to advance its integrated supply chain strategy, including the development of its heavy rare-earths facility in Louisiana (United States), the expansion of its rare-earth value chain through Aclara Metals Inc. and other related initiatives, and for general corporate purposes.

Key targeted milestones for the Carina project development in 2026 include:

• The completion and issuance of the National Instrument 43-101 feasibility study technical report (Q1 2026);
• The approval of the environmental impact study and submission of the construction permit (Q2 2026).

Aclara also intends to allocate a smaller portion of the net proceeds, along with potential government funding, to advance the development of its heavy rare-earths facility (Project Dynamo) in the United States. Key targeted milestones for 2026 include:

Separation project:

• The implementation, commissioning and start-up of an integrated separation pilot plant (Q1 2026);
• The demonstration of the separation technology, development of an artificial-intelligence-powered digital twin model in collaboration with Argonne National Laboratory and execution of operator training and research in collaboration with Virginia Tech (Q2 to Q4 2026);
• The completion of the basic engineering for the construction of the industrial facility in the Port of Vinton, La. (Q3 2026).

Metals and alloys project:

• The completion of the prefeasibility study technical report (Q1 2026) and feasibility study technical report (Q4 2026);
• The implementation, commissioning and operation of a demonstration plant to produce rare-earth metals and alloys using molten salt electrolysis technology (Q2 to Q3 2026).

No proceeds from the private placement are intended to be used in respect of the Penco module in Chile. The development of the Penco module is expected to be fully financed through the strategic investment made by CAP in REE Uno SpA in April, 2024, covering all expenses up to the investment decision. Key targeted milestones for the Penco module in 2026 include:

• The approval of the environmental impact study (Q2 2026);
• The completion and release of the NI 43-101 feasibility study technical report (Q4 2026).

Ramon Barua, chief executive officer of Aclara, commented: "This financing provides the capital needed to deliver on our 2026 priorities across Brazil, Chile and the United States. Our focus is on securing environmental permits to initiate construction, completing bankable feasibility studies for all projects, and demonstrating our processing technologies for separation and metals and alloys. Guided by a consistent strategy, a clear road map and strong shareholder support, we are positioned to accelerate the development of our integrated projects toward construction and operational readiness."

Nicolas Burr, chief executive officer of CAP, commented: "This investment reinforces CAP's commitment to the development of critical minerals for the energy transition. The increase in our stake in Aclara reflects our conviction regarding the strategic role that rare earths will play in the economy of the future. For CAP, this step is consistent with our growth strategy in critical minerals and with the opportunity to further strengthen our presence in a key sector for electromobility, clean energy generation and advanced technologies, while also contributing to the development of a relevant value chain for global markets."

The common shares will be issued on a private placement basis pursuant to applicable exemptions from prospectus requirements under applicable securities laws. The common shares will be subject to a four-month-and-one-day hold period pursuant to securities laws in Canada.

Copies of the subscription agreements will be filed on the company's profile on SEDAR+. The above description of the terms and conditions of the subscription agreements is qualified in its entirety by the full text of the subscription agreements. The management information circular will also be filed on the company's profile on SEDAR+.

About Aclara Resources Inc.

Aclara Resources, a Toronto Stock Exchange-listed company, is focused on building a vertically integrated supply chain for rare-earths alloys used in permanent magnets. This strategy is supported by Aclara's development of rare-earth mineral resources hosted in ionic clay deposits, which contain high concentrations of the scarce heavy rare earths, providing the company with a long-term, reliable source of these critical materials. The company's rare-earth mineral resource development projects include the Carina project in the state of Goias, Brazil, as its flagship project and the Penco module in the Biobio region of Chile. Both projects feature Aclara's patented technology named circular mineral harvesting, which offers a sustainable and energy-efficient extraction process for rare earths from ionic clay deposits. The circular mineral harvesting process has been designed to minimize the water consumption and overall environmental impact through recycling and circular economy principles. Through its wholly owned subsidiary, Aclara Technologies Inc., the company is further enhancing its product value by developing a rare-earths separation plant in the United States. This facility will process mixed rare-earth carbonates sourced from Aclara's mineral resource projects, separating them into pure individual rare-earth oxides. Additionally, Aclara through a joint venture with CAP, is advancing its alloy-making capabilities to convert these refined oxides into the alloys needed for fabricating permanent magnets. This joint venture leverages CAP's extensive expertise in metal refining and special ferro-alloyed steels. Beyond the Carina project and the Penco module, Aclara is committed to expanding its mineral resource portfolio by exploring greenfield opportunities and further developing projects within its existing concessions in Brazil, Chile and Peru, aiming to increase future production of heavy rare earths.

We seek Safe Harbor.