Halifax, Nova Scotia--(Newsfile Corp. - December 3, 2020) - Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX: UURAF) ("Ucore" or the "Company") is pleased to announce the voting results of the Company's Special Meeting of Shareholders held on December 3, 2020 regarding the Company's proposed 1-for-10 share consolidation (the "Share Consolidation").
At total of 80,188,966 shares were voted at the meeting either in person or by proxy, with a total of 76,866,649 shares, or 96% of total votes, being in favour of the Share Consolidation, as described in the Company's Management Information Circular dated November 3, 2020.
Having received the support of the Company's shareholders, the Company expects that the Share Consolidation will be implemented and its common shares will begin trading on a post-consolidation basis beginning at the open of markets on December 11, 2020. The post-consolidation common shares will continue to trade on the TSX Venture Exchange (the "TSXV") under the current symbol "UCU". The new CUSIP number will be 90348V301.
The Share Consolidation will result in the number of issued and outstanding common shares of the Company being 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 as a result of the Share Consolidation. Notwithstanding the foregoing, the exact number of common shares outstanding after the Share Consolidation will vary based on the elimination of fractional shares.
The decision to implement the Share 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 Share Consolidation will impact all of the Company's shareholders equally, including holders of outstanding securities that are convertible or exercisable for shares that are outstanding on the effective date of the Share Consolidation, except for minor changes or adjustments resulting from the treatment of fractional shares. On the effective date of the Share 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 Share Consolidation. All fractions of post-consolidation shares will be rounded down to the nearest whole number. The exact number of common shares that will be outstanding after the Share Consolidation will vary based on the elimination of fractional shares.
A letter of transmittal regarding the Share Consolidation will be mailed to the Company's registered shareholders. All registered shareholders will be required to send their certificate(s) or Direct Registration ("DRS") advice representing pre-consolidation shares, along with a properly executed letter of transmittal, to the Company's registrar and transfer agent, Computershare Trust Company of Canada, in accordance with the instructions provided in the letter of transmittal. Shareholders who hold their common shares through a broker, investment dealer, bank or trust company should contact that nominee or intermediary for their post-Share Consolidation positions. Until surrendered, each share certificate or DRS representing pre-consolidation shares will represent the number of whole post-consolidation shares to which the holder is entitled as a result of the Share Consolidation. A copy of the letter of transmittal will be posted on the Company's issuer profile on SEDAR at www.sedar.com.
The Share Consolidation will be contingent upon the prior approval of the TSXV.
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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 and owns 100% of Innovation Metals Corp. (see below). 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.
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.
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 Share 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
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