Halifax, Nova Scotia, September 3, 2025 – Ucore Rare Metals Inc. (TSXV: UCU) (WKN A2QJQ4) (“Ucore” or the “Company“) is pleased to announce that the final $1.1 million of convertible debentures issued by the Company in May 2020 (the “Convertible Debentures” or “Debentures“) have been automatically converted into equity, as a conversion clause in the debenture agreement related to the Company’s share price over the last twenty trading days was triggered (the “Automatic Conversion“). As a result of the Automatic Conversion, the Company today issued 1,222,219 units (“Units“), and no debentures remain outstanding.
In total, 2,800 convertible debentures were issued in May 2020 at a price of $1,000 per debenture, bearing interest at 7.5% per annum. The terms of the debentures were amended in 2024 (see the Company’s press release dated January 11, 2024). Following the amendment, the debentures had a maturity date of January 31, 2026. The amended conversion price was $0.90 per unit, with each unit consisting of one common share of the Company (a “Common Share“) plus one-half of a common share purchase warrant (a “Warrant“). Each full warrant can be exercised by the holder to purchase one common share at a price of $1.30 per share within a period up to the maturity date of the debentures, i.e., January 31, 2026.
Pursuant to the terms of the debenture agreement, the outstanding principal amount of each convertible debenture will automatically convert into Units at the conversion price ($0.90) if the common shares have traded on the TSX Venture Exchange at a closing price of $2.20 or more for 20 consecutive trading days. On September 2, 2025, the Company’s common shares traded at a closing price of over $2.20 for 20 consecutive trading days. As a result, the debentures were automatically converted into Units of the Company as described above.
Since May 2020 and prior to the triggering of the Automatic Conversion, a total of 1,700 debentures had already been converted into Units of the Company or redeemed at the option of the holders. As a result of the Automatic Conversion, the remaining 1,100 debentures have now been converted, leading to the issuance of 1,222,219 common shares and 611,108 warrants on the terms described above.
Some of the automatically converted convertible debentures were held by a related party of the Company. Specifically, Pat Ryan (Ucore’s Chairman and CEO) held 10 of the convertible debentures (with a principal amount of $10,000). The transaction with Mr. Ryan described above is considered a related party transaction within the meaning of Multilateral Instrument 61-01 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 market value of the subject matter of the transaction nor the market value of the consideration for the transaction, insofar as it involves interested parties, exceeds 25% of the Company’s market capitalization. No new insiders or control persons have arisen in connection with the completion of the transactions.
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About Ucore Rare Metals Inc.
Ucore is focused on rare earth and critical metal resources, extraction, beneficiation, and separation technologies with potential for production, growth, and scalability. Ucore’s vision and plan is to become a leading advanced technology company providing best-in-class metal separation products and services to the mining and mineral processing industries.
Through strategic partnerships, this plan includes disrupting the People’s Republic of China’s control over the North American REE supply chain through the near-term establishment of a heavy and light rare earth processing facility in the US state of Louisiana, subsequent SMCs in Canada and Alaska, and the longer-term development of the 100%-controlled by Ucore Bokan-Dotson Ridge Rare Heavy REE Project on Prince of Wales Island in Southeast Alaska, USA (“Bokan“).
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.
Forward-Looking Statements
This press release contains certain statements that can be considered “forward-looking statements.” All statements in this press release (other than statements of historical fact) that relate to future business development, technological developments and/or acquisition activities (including any associated required financing), timelines, events, or developments that the Company pursues are forward-looking statements. Although the Company believes that 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 the forward-looking statements.
Further risks and uncertainties regarding the Company, its business activities, its ability to qualify for and obtain additional financing from the US or Canadian government, the CDF, and the aforementioned projects (in general) can be found in the risk disclosure in the Company’s MD&A for the second quarter of 2025 (filed with SEDAR+ on August 28, 2025) (www.sedarplus.ca) as well as the risks described below.
Regarding the above disclosure in the “About Ucore Rare Metals Inc.” section, the Company has assumed that it will be able, in addition to Innovation Metals Corp. (“IMC“) to attract or retain additional partners and/or suppliers as suppliers for Ucore’s expected future SMCs. Ucore has also assumed that sufficient external financing will be found to continue and complete the ongoing research and development work at the CDF and later prepare a new technical report in accordance with National Instrument 43-101, demonstrating that Bokan is profitable and economically viable for the production of rare earth metals and by-products, and representing the then-current market prices based on assumed off-take agreements with customers. Ucore has also assumed that sufficient external financing can be secured to continue the development of the specific technical plans for the SMCs and their construction, as well as their subsequent commissioning and operation. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: IMC may not be able to protect its intellectual property rights in RapidSX™; RapidSX™ may not demonstrate its economic viability in large commercial applications; Ucore is unable to attract additional key partners or suppliers for the SMCs; Ucore is unable to raise sufficient funds for the financing of the specific planning and construction of the SMCs and/or the further development of RapidSX™; unfavorable capital market conditions; unexpected due diligence results; the emergence of alternative, superior metallurgy and metal separation technologies; the inability of Ucore and/or IMC to retain key personnel; a change in legislation in Louisiana or Alaska and/or support from the Alaska Industrial Development and Export Authority (AIDEA) regarding the development of Bokan; the availability and procurement of required interim and/or long-term financing; as well as general economic, market, or business conditions.
Neither TSXV nor its Regulation Services Provider (as that term is defined by TSXV) accepts responsibility for the adequacy or accuracy of this release.
CONTACT
Mr. Peter Manuel, Vice President and Chief Financial Officer of Ucore, is responsible for the content of this news release and can be reached at telephone number 1.902.482.5214.
For further information, please contact:
Mark MacDonald
Vice President, Investor Relations
Ucore Rare Metals Inc.
1.902.482.5214
mark@ucore.com
The original language (typically English) in which the original text is published is the official, authorized, and legally binding version. This translation is provided for convenience. The German version may be abridged or summarized. No responsibility or liability is assumed for the content, correctness, adequacy, or accuracy of this translation. From the translator’s perspective, this report does not constitute a recommendation to buy or sell! Please refer to the original English message on www.sedarplus.ca, www.sec.gov, www.asx.com.au/, or on the company website!
