Ucore Completes Shares-for-Debt Transaction
Halifax, Nova Scotia--(Newsfile Corp. - January 2, 2019) - Ucore Rare Metals, Inc. (TSXV: UCU) (OTCQX: UURAF) ("Ucore" or the "Company") is pleased to announce that it has completed the shares for debt transaction originally announced on December 27, 2018 (the "Shares-for-Debt Transaction"), after receiving the requisite approval of the TSX Venture Exchange to settle certain consulting fees payable to Orca Holdings, LLC.
Pursuant to this settlement arrangement, the company has issued to Orca an aggregate of 2,702,702 common shares at a deemed price of 15 cents per common share to settle an aggregate of $300,000 (U.S.) (or $405,405.41 (Canadian), using a Canadian/U.S. exchange rate of 0.74) in fees payable to Orca for consulting services rendered under a consulting agreement between the parties, dated Aug. 8, 2017.
Orca is an insider of the company and the issuance of common shares pursuant to the settlement arrangement contemplated hereby will constitute a related party transaction, as this term is defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions. The company has relied upon the exemption from the valuation requirement and the minority approval requirement pursuant to subsections 5.5(a) and 5.7(a) of MI 61-101, respectively, as the securities will not represent more than 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101.
The participation of Orca, which is a non-arm's-length party, in the settlement arrangement has been approved by directors of the company who are independent in connection with such transaction.
All securities issued pursuant to the settlement arrangement will be subject to a hold period of four months and one day from the date of issuance, in accordance with applicable securities legislation.
Full details of the settlement arrangement are available on the System for Electronic Disclosure by Insiders (SEDI). No new insiders and no control persons were created in connection with the closing of the settlement arrangement.
About Ucore
Ucore Rare Metals Inc. 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 Mine. 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 Element Project.
For further information, please contact Mr. Jim McKenzie, President & CEO of Ucore Rare Metals Inc. at: +1 (902) 482-5214 or visit https://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 activities or circumstances such as arbitration, mediation, negotiation, settlement, financing(s), business acquisition activities, business development activities, timelines, events and/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 IBC will be willing to negotiate to resolve the parties' concerns while avoiding lengthy litigation and that the outcome of the process will represent a successful settlement for all parties. Ucore has also 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; resistance to or non-compliance 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.
