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Ucore Closes $3.6 M Non-Dilutive Financing

Newsfile Corp.

Halifax, Nova Scotia--(Newsfile Corp. - April 2, 2019) - Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX: UURAF) ("Ucore" or the "Company") is pleased to announce that the Company has entered into a secured loan agreement (the "Loan") with Orca Holdings, LLC ("Orca") in the amount of CAD $3.6 million (USD $2.7 million).

The proceeds from the Loan will be used for general working capital purposes, and to dismiss any short term amounts owing to Orca over the next six months (the "Short Term Obligations" or "STO's"). The STO's include payments on the sale leaseback, and subsequent repurchase of the Company's Rare Earth Pilot Plant (the under the finance agreement originally announced on July 31, 2017 (the "Lease Agreement").

The Loan will terminate on March 31, 2021. Payments which would have otherwise come due under the Lease Agreement between April 1, 2019 and June 30, 2019 will be added to the Principal amount of the Loan. The Loan will bear interest at a rate of 12.5% annually for the first 9 months commencing July 1, 2019 and then at a rate of 15% annually for the 12 months commencing April 1, 2020. The Loan is secured by a first charge on the Company's assets.

"Ucore would like to thank Orca for its continued support as the Company continues to advance its ongoing projects," said Jim McKenzie, President & CEO of Ucore. "This non-dilutive financing further demonstrates the Company's strength and the value of Ucore's assets."

The transaction 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"). The transaction 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 transaction, nor the considered 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 transaction.

About Ucore

Ucore Rare Metals 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 Project. 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 Project.

Ucore's vision and plan is to transition as a leading nanotechnology company that provides mineral separation products and services to the mining and mineral extraction industry. This vision includes the development of a Strategic Metals Complex (initially announced on Nov. 15, 2016) in Ketchikan, Alaska and the development of the Company's rare earth minerals property located at Bokan Mountain in Alaska (technical report filed on SEDAR on March 14, 2013).

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 business acquisition activities (including 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. Ucore has 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; unexpected or adverse outcomes in the currently outstanding litigation matters between Ucore and IBC; resistance to or noncompliance 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.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43809