Ucore Announces Private Placement Financing

Halifax, Nova Scotia–(Newsfile Corp. – December 6, 2022) – Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX: UURAF) (“Ucore” or the “Company”) is pleased to announce plans to complete a non-brokered private placement of approximately 3.1 million units (“Units“) for total proceeds of $2 million (the “Offering“).

Proceeds from the Offering are expected to be used towards the commissioning of the Company’s planned RapidSX^TM demonstration plant; the processing of initial feedstock through the demonstration plant; finalization of offtake and feedstock agreements; engineering work for the proposed Strategic Metals Complex in Louisiana, USA; and for general working capital purposes.

Each Unit will consist of one common share of the Company (a “Common Share“) and one Common Share purchase warrant (a “Warrant“). Each Warrant will entitle the holder to purchase one Common Share at a price of $0.85 for a 24-month term.

Each Unit will be priced at $0.65. Pursuant to National Instrument 45-102 – Resale of Securities, the Common Shares, Warrants, and any underlying Common Shares to be issued upon exercise of the Warrants will be subject to a four-month hold period commencing on the closing date of the Offering. Additional hold periods and/or trading or resale restrictions may also apply in the United States.

The issuance of the securities offered pursuant to the Offering is expected to be completed on a private placement and prospectus-exempt basis, as applicable, such that the distributions will be exempt from any applicable prospectus and securities registration requirements.

The closing of the Offering and the issuance of the Common Shares and Warrants will be conditional upon the final approval of the TSX Venture Exchange (the “TSXV“).

The closing of the Offering is expected to take place on or about December 15, 2022 or such other date(s) as may be determined by the Company.

For further information, please visit ucore.com/corporateupdate and also review the Company’s disclosure available on www.SEDAR.com.

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About Ucore Rare Metals Inc.

Ucore is focused on rare- and critical-metal resources, extraction, beneficiation, and separation technologies with the potential for production, growth, and scalability. Ucore has an effective 100% ownership stake in the Bokan-Dotson Ridge Rare Earth Element Project in Southeast Alaska, USA. 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 extraction industry.

Through strategic partnerships, this plan includes; disrupting the People’s Republic of China’s control of the US REE supply chain through the near-term development of a heavy and light rare-earth processing facility in the US State of Louisiana, subsequent SMCs in Alaska and Canada and the longer-term development of Ucore’s heavy-rare-earth-element mineral-resource property at Bokan Mountain on Prince of Wales Island, Alaska. 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.”

About RapidSX™ Technology

IMC developed the RapidSX™ separation technology platform with early-stage assistance from the United States Department of Defense (“US DoD“), later resulting in the production of commercial-grade, separated rare-earth oxides 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 rare-earth-element (“REE“) industry’s standard commercial separation technology and is currently used by 100% of all REE producers worldwide for bulk commercial separation of both heavy and light REEs. Utilizing similar chemistry to 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.

Forward-Looking Statements

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 development, technological development and/or acquisition activities (including any related required financings), timelines, events, or developments that the Company is pursuing, 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.

Regarding the disclosure in the main body of the press release above, the Company has assumed that it will be able to collect subscription agreements and funds from a sufficient number of accredited investors such that the Company will be able to close the Offering on schedule and with gross proceeds of approximately $2 million. Regarding the disclosure in the press release above, including in the “About Ucore Rare Metals Inc.” and the “About RapidSX™ Technology” sections, the Company has assumed that it will be able to procure or retain additional partners and/or suppliers, in addition to Innovation Metals Corp. (“IMC”), as suppliers for Ucore’s expected future Strategic Metals Complexes (“SMCs”). Ucore has also assumed that sufficient external funding will be found to complete the Demo Plant commissioning and demonstration schedule and also later 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 metals and the then prevailing market prices based upon assumed customer offtake agreements. Ucore has also assumed that sufficient external funding will be secured to continue the development of the specific engineering plans for the SMCs and their 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 SMCs; Ucore not being able to raise sufficient funds to fund the specific design and construction of the SMCs and/or the continued development of RapidSX™; adverse capital-market conditions; unexpected due-diligence findings; 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 Louisiana or 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) accept 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

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