Halifax, Nova Scotia–(Newsfile Corp. – October 20, 2020) – Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX: UURAF) (“Ucore” or the “Company”) announces its intention to affect a consolidation of its outstanding common shares on the basis of one (1) post consolidation share for every ten (10) pre-consolidation shares outstanding. Based on the number of shares currently outstanding, the outstanding shares of the Company will be reduced from 410,499,826 to approximately 41,049,982 on a non-diluted basis. The percentage of the Company owned by each shareholder will not change. The Company’s name and ticker symbols will remain unchanged.
The decision to effect the consolidation was taken by the Board of Directors after careful consideration of a number of factors, including the potential broadening of US-based investor interest in the Company. A reduced number of shares outstanding will make the Company’s shares more attractive to certain investors and potential strategic partners who find shares valued above certain minimum prices to be preferable from an investment perspective. In addition, the Board is of the opinion that the reduced number of shares may better position the Company for a potential future listing on a senior US stock exchange where the Company’s technology assets and related scientific, technological and engineering capabilities may be further appreciated.
The consolidation will impact all shareholders equally, including holders of outstanding securities convertible or exercisable for shares that are outstanding on the effective date of the consolidation, except for minor changes or adjustments resulting from the treatment of fractional shares. On the effective date of the consolidation, the exercise prices and number of shares issuable on the exercise of any warrants, options, or other convertible securities of the Company will be automatically proportionally adjusted based on the one-for-ten consolidation ratio.
No fractional shares will be issued as a result of the consolidation. All fractions of post-consolidation shares will be rounded down to the nearest whole number. The exact number of shares outstanding after the consolidation will vary based on the elimination of fractional shares.
The consolidation will be contingent upon the prior approval of the Company’s shareholders and the TSX Venture Exchange (the “TSXV”). The Company will be holding a special meeting of the Company’s shareholders on December 3, 2020 (the “Special Meeting”) to obtain approval for the consolidation. The record date for the meeting will be November 2, 2020. If approved by the Company’s shareholders and the TSXV, the consolidation is expected to be implemented in late December 2020. Specific details will be provided by the Company at a later date. A Management Information Circular for the upcoming Special Meeting will be filed by the Company on SEDAR in the near future.
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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 transition 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 SMC in Southeast Alaska and the development of the Company’s rare earth minerals property located at Bokan Mountain in Alaska. Innovation Metals Corp. is a wholly owned subsidiary of Ucore (see below).
Ucore is listed on the TSXV under the trading symbol “UCU” and in the United States on the OTC Markets’ OTCQX® Best Market under the ticker symbol “UURAF”. For further information, please visit www.ucore.com.
About Innovation Metals Corp.
IMC has developed the proprietary RapidSX™ process, for the low-cost separation and purification of REEs, Ni, Co, Li and other technology metals, via an accelerated form of solvent extraction. IMC is commercializing this approach for a number of metals, to help enable mining and metal-recycling companies to compete in today’s global marketplace.
For more information, please www.innovationmetals.com.
About the RapidSX™ Technology
IMC developed the RapidSX separation technology with the assistance of US$1.8 million in funding from the United States Department of Defense (“US DoD”), resulting in the production of commercial-grade, separated REOs at the pilot scale. RapidSX combines the time-proven chemistry of conventional solvent extraction (“SX”) with a new column-based platform, which significantly reduces time to completion and plant footprint, as well as potentially lowering capital and operating costs. SX is the international REE industry’s standard commercial separation technology and is currently used by 100% of all REE producers worldwide for bulk commercial separation of both HREEs and LREEs. Utilizing the same chemistry as conventional SX, RapidSX is not a “new” technology, but represents a significant improvement on the well-established, well-understood, proven conventional SX separation technology preferred by REE producers.
The RapidSX technology is feedstock agnostic, having demonstrated the capability of separating and purifying materials from a variety of sources, in contrast to being tied to any one particular source. Due to its modular configuration and reduced number of stages, RapidSX is capable of readily reconfiguring for separating light REE-rich, heavy REE-rich and/or even blends of mixed REE feedstocks.
Forward-Looking Statements
This press release includes certain statements that may be deemed “forward-looking statements” regarding, among other things, the timing, completion and potential benefits of the consolidation, and its potential impact on the Company’s shareholder and investor base, as well as the timing and completion of any potential future listing on a senior US stock exchange. All statements in this release (other than statements of historical facts) that address future business development, technological 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. In regard to the disclosure in the “About Ucore Rare Metals Inc.” section above, the Company has assumed that it will be able to procure or retain additional partners and/or suppliers, in addition to IMC, as suppliers for Ucore’s expected future Alaska Strategic Metals Complex (“Alaska SMC”). Ucore has also assumed that sufficient external funding will be found to prepare a new National Instrument 43-101 (“NI 43-101”) technical report that demonstrates that the Bokan Mountain Rare Earth Elements project (“Bokan”) 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 secured 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: 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 and/or the continued development of RapidSX; 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; a change in the legislation in Alaska and/or in the support expressed by the Alaska Industrial Development and Export Authority (“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 TSXV nor its Regulation Services Provider (as that term is defined by the TSXV) accepts responsibility for the adequacy or accuracy of this release.
CONTACT:
Mark MacDonald
Vice President, Investor Relations
Ucore Rare Metals Inc.
+1 902 482 5214
mark@ucore.com
