Ucore Announces Rights Offering

Halifax, Nova Scotia – (September 10, 2019) – Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX: UURAF) (“Ucore” or the “Company”) is pleased to announce that it will be offering rights (the “Rights Offering”) to holders of its common shares (“Common Shares”) of record at the close of business on September 17, 2019 (the “Record Date”).

Pursuant to the Rights Offering, each holder of Common Shares will receive one transferable right (a “Right“) for each Common Share held. Each Right will entitle a holder to purchase one Common Share at a price of $0.10 (the “Subscription Price“). A maximum of 284,129,859 Common Shares will be issued pursuant to the Rights Offering, representing 100% of the currently issued and outstanding Common Shares. The Rights Offering will be conducted in Canada and the United States, where permitted, and in those jurisdictions where Ucore may lawfully offer the Rights. No fractional Common Shares will be issued.

A Rights Offering notice (the “Notice“), together with a Rights certificate, will be mailed to registered holders of Common Shares as of the Record Date. Full details of the Rights Offering, including information regarding the distributions of the Rights and the procedures to be followed, are included in the Rights Offering circular, which will be filed today, together with the Notice, under Ucore’s profile on SEDAR at www.sedar.com. To subscribe for Common Shares, a completed Rights certificate, together with payment in full of the Subscription Price for each Common Share subscribed for, must be received by the subscription agent for the Rights Offering, Computershare Investor Services Inc., prior to the expiry of the Rights at 5:00 p.m. (Toronto time) on October 23, 2019. Shareholders who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.

The Rights and the Common Shares issuable upon exercise of the Rights will be listed on the TSXV. The Rights will be listed for trading on the TSXV beginning on September 16, 2019 under the symbol “UCU.RT“. Trading in the Rights on the TSXV will cease at 12:00 p.m. (Toronto time) on October 23, 2019.

The Rights Offering will include an additional subscription privilege under which holders of Rights who fully exercise their Rights will be entitled to subscribe pro rata for additional Common Shares, if available, that were not otherwise subscribed for in the Rights Offering.

Gross proceeds of the Rights Offering, based upon the percentage of Rights exercised, are as follows:

Percentage of Rights Exercised
Potential Gross Proceeds
15% $4.26 Million
50% $14.21 Million
75% $21.31 Million
100% $28.41 Million

To the knowledge of the Company, after reasonable inquiry, directors, senior officers and persons controlling over 10% of the Common Shares of the Company (collectively, the “Insider Group”), as at the date hereof, intend to exercise at least a portion of the Rights they are issued in connection with the Rights Offering.

On September 10, 2019, Ucore announced its M3 Plan of Strategic Actions to satisfy the needs of an independent American REE supply chain; comprised of three primary actions, commencing immediately:

Component 1 – Mine: 
Preparation of the Bokan HREE Mine (“Bokan“) to a “Shovel Ready” Status;
Component 2 – Metal:
Preparation of Detailed Planning, Engineering and IP Acquisition for the Alaska Strategic Metals Complex (the “Alaska SMC“);
Component 3 – Market:
Strategic Development of the North American REE Market.
In combination with other funding initiatives, the Company intends to use the majority of the Rights Offering net proceeds to pursue these strategic actions in its pursuit of becoming the leading North American supplier and processing source for individual REE and related critical minerals.  The remaining net proceeds of the Rights Offering will be used to further strengthen and expand its intellectual property portfolio, continue to fund the Company’s research and development projects, and for general working capital.

The Rights and the Common Shares issuable upon exercise of the Rights have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.  This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein.  There shall be no offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of such securities under the laws of any such jurisdiction.

For More Information Regarding the Rights Offering

Inquiries relating to the Rights Offering can be addressed to Shorecrest Group Ltd. either by calling toll free in North America at 1-888-637-5789 or 647-931-7454 or by email at contact@shorecrestgroup.com

Additional information may also be found at https://ucore.com/rightsoffering