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Ucore Rare Metals Inc. Amends and Extends Debt Agreements with Orca Holdings, LLC

March 12, 2024

On March 12, 2024, Ucore Rare Metals Inc. (TSXV: UCU) (“Ucore”) completed transactions relating to amendments and extensions of certain debt agreements with Orca Holdings, LLC (“Orca”) that were agreed to on December 22, 2023. Specifically, the parties agreed to:

  1. extend to January 31, 2027 the maturity date of a secured term loan from Orca, which has a current principal amount owing of US$964,927.81 and an interest rate of 9% (the “2019 Term Loan”);
  2. extend to January 31, 2026 the maturity date of a short-term secured line of credit from Orca, which has a current principal amount of US$1.15 million and an interest rate of 9% (the “2022 Line of Credit”); and
  3. extend to January 31, 2026 the maturity date of a second short-term secured line of credit from Orca, which had an interest rate of 9%, and increase the available principal amount of this line of credit from US$1.15 million to US$2.2 million (the “2023 Line of Credit”).

In consideration for agreeing to amend and extend the aforementioned loan agreements, Ucore granted an aggregate of 5.6 million share purchase warrants (the “Bonus Warrants”) to Orca on March 12, 2024, with each Bonus Warrant entitling the holder to acquire one common share at an exercise price of C$0.89 per share. Out of these 5.6 million Bonus Warrants, 1.2 million Bonus Warrants issued in connection with the amendments to the 2019 Term Loan will expire on January 31, 2027. The remaining 4.4 million Bonus Warrants, which were issued in connection with the amendments to the 2022 Line of Credit and the 2023 Line of Credit, will expire on January 31, 2026.

Ucore is a TSXV-listed company focused on rare and critical metals resources, extraction, beneficiation and separation technologies with potential for production, growth and scalability. Ucore owns the Bokan Mountain Rare Earth Element Project in Southeast Alaska. Ucore also owns Innovation Metals Corp., a technology company that has developed the proprietary RapidSX™ process for the intended low-cost separation and purification of rare earth elements, nickel, cobalt, lithium and other technology metals, via an accelerated form of solvent extraction.

Miller Thomson advised Ucore on the transaction with a team comprising of Geoff Clarke and Jonathan Tong (Capital Markets & Securities, Mining), as well as Ethan Campbell (Financial Services) and securities clerk, Anca Nitu.