Mr. Mark MacDonald reports
UCORE ANNOUNCES UPSIZE TO THE BROKERED LIFE OFFERING FOR GROSS PROCEEDS OF UP TO C$14.0 MILLION
As a result of strong investor demand,
Ucore Rare Metals Inc. has increased the size of its previously announced best efforts private placement from aggregate gross proceeds of up to $10-million to aggregate gross proceeds of up to $14-million. The upsized marketed offering comprises the sale of up to 11,666,667 units of the company at a price of $1.20 per unit. Each unit will consist of one common share in the capital of the company and one-half common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at any time on or before the date which is 36 months following the closing date (as herein defined) at an exercise price of $1.75.
Red Cloud Securities Inc., as lead agent and sole bookrunner, and Raymond James Ltd. are acting as agents in connection with the offering. The company has granted the agents an option, exercisable in whole or in part up to 48 hours 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 of the offering to the company will be $15.5-million.
The units to be issued under the offering will be offered to purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 -- Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in all provinces of Canada, except Quebec. The units and the securities underlying the units will not be subject to resale restrictions, pursuant to applicable Canadian securities laws.
The agents will also be entitled to offer the units for sale in the United States, pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in those other jurisdictions outside of Canada and the United States, provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction.
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, United States; (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 continuing, for the company's planned SMC; and (v) general working capital requirements.
There is an amended and restated offering document relating to the offering that can be accessed under the company's SEDAR+ profile and on the company's website. Prospective investors should read this amended offering document before making an investment decision.
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.
About Ucore Rare Metals Inc.
Ucore is focused on rare-metal and critical-metal resources as well as extraction, beneficiation and separation technologies with the potential for production, growth and scalability. Ucore's vision 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 China's control of the North American rare earth element supply chain through the near-term establishment of a heavy and light rare earth processing facility in the U.S. state of Louisiana, subsequent strategic metal complexes in Canada and Alaska, and the longer-term development of Ucore's 100-per-cent-controlled Bokan-Dotson Ridge heavy REE project on Prince of Wales Island in southeastern Alaska, United States.
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