Ucore Rare Metals Completes Acquisition of Innovation Metals Corp. and RapidSX(TM) Separation Technology
Halifax, May 11, 2020 - Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX: UURAF) ("Ucore" or the "Company") is pleased to announce that it received the approval of the TSX Venture Exchange ("TSXV") and completed the closing of the Company's acquisition of Innovation Metals Corp. ("IMC"). On April 27, 2020, the Company announced that it had executed a Share Purchase Agreement (the "Purchase Agreement") with IMC and its shareholders. Pursuant to the terms of the Purchase Agreement, on May 8, 2020 Ucore paid a deemed aggregate purchase price of C$5,801,000, consisting of 45,383,412 common shares of the Company and C$1,000 in cash, in exchange for 100% of the issued and outstanding shares of IMC. IMC is a privately held Canadian company that developed its RapidSX™ technology for the separation and purification of critical metals including rare earth elements ("REEs"), lithium ("Li"), nickel ("Ni") and cobalt ("Co"). RapidSX™ is an accelerated solvent-extraction-based separation technology that has been successfully piloted by IMC.
On May 11, 2020, Dr. Gareth Hatch joined Ucore as its new Chief Technology Officer. The Company's Board of Directors also approved adding Dr. Hatch as a member of the Company's board. Dr. Hatch has agreed to accept the appointment and will serve as a director of the Company until the Company's next annual meeting of its shareholders.
On April 27, 2020, the Company announced that it had received subscription agreements and initial commitments pursuant to a C$2.8 million convertible debenture financing (the "Financing"). Investor interest in the Financing has been significant. Accordingly, the order book for the Financing has not been finalized since the Company is receiving additional interest in the offering and expects that the Financing will be over-subscribed before its expected closing date (potentially resulting in some subscription orders not getting filled or fully filled). On May 7, 2020, the Company received the TSXV's conditional approval regarding the Financing. The Company currently anticipates that the Financing will close on or about May 29, 2020.
# # #
About Ucore Rare Metals Inc.
Ucore is focused on rare and critical metals resources, extraction and beneficiation technologies with potential for production, growth, and scalability. The Company has a 100% ownership stake in the Bokan-Dotson Ridge Rare Earth Project. Ucore's vision and plan is to become a leading advanced technology company that provides mineral separation products and services to the mining and mineral extraction industry. This vision includes the development of the Alaska Strategic Metals Complex in Southeast Alaska and the development of the Company's rare earth minerals property located at Bokan Mountain in Alaska. Ucore wholly owns Innovation Metals Corp., a company that developed its proprietary RapidSX™ technology for the separation and purification of critical metals including rare earth elements, lithium, nickel and cobalt.
For further information, please contact: Mr. Jim McKenzie, CEO of Ucore Rare Metals Inc. at: +1 (902) 482-5214 or visit www.ucore.com.
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 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 Ucore's current Financing, the Company has assumed that the Financing will become fully subscribed and will close and that all inquiries and requests of the TSXV will be satisfied in a timely manner such that the TSXV's approval will be obtained without delay. In regard to Ucore's M3 Plan of Action and the disclosure in the "About Ucore" section 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., as suppliers for Ucore's expected future Alaska SMC. Ucore has also assumed that sufficient external funding will be found to prepare a new NI 43-101 technical report that demonstrates that the Bokan Project 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 found 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: the Financing not becoming fully subscribed and/or it failing to close; 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; 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; unexpected transaction costs or other deal completion setbacks; a change in the legislation in Alaska and/or in the support expressed by 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 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.
The Convertible Debentures, Units, Common Shares and Warrants (including Common Shares issuable upon exercise of the Warrants) related to the Financing have not been, nor will they be, registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION OR DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/55662