Ucore Rare Metals Inc. (TSX-V: UCU) (OTCQX: UURAF) is pleased to announce a closing of its previously announced non-brokered private placement of new convertible debentures for aggregate gross proceeds of $1.5 million. Proceeds from the Offering are to be used for general working capital purposes.

Pursuant to the Offering, the Company has issued 1,510 convertible debentures  at a price of $1,000 per Debenture. The Debentures bear interest at a rate of 7.5%, payable semi-annually on the last day of June and December of each year, commencing on June 30, 2024. The Debentures have an approximately two-year term with the principal amount being due to be repaid in full by the Company on January 31, 2026. The Debentures are unsecured. At any time during the term of the Debentures, a holder may elect to convert the outstanding net principal amount, or any portion thereof, into units at a conversion price of $0.75 per unit. Each unit shall consist of one common share of the Company and one-half of a warrant, with each whole warrant entitling the holder to acquire a common share at an exercise price of $1.05 for a period ending on the maturity date of the Debentures. The issuance of the Debentures, the units and any underlying common shares has been completed on a private placement and prospectus exempt basis such that the issuances shall be exempt from any applicable prospectus and securities registration requirements. The Company as paid a total of $67,750 finder fees and a total of 116,667 finder warrants in connection with the Offering. Each finder warrant entitles the holder to acquire one common share of the Company at a price of $0.75 for a period of 24 months from the date of issuance.

The Company further reports that it has received Conditional Approval from the TSX-Venture Exchange to increase the maximum offering size from 1,500 Debentures to 2,000 Debentures, with total potential proceeds of $2 million. The Company may close a second tranche of the Debentures at any time before February 9, 2024 for additional proceeds of up to $490,000 (the “Additional Proceeds”).

Pursuant to NI 45-102, the Debentures and any underlying units or common shares to be issued upon conversion or exchange of these securities 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. None of these securities have been or will be registered under the United States’ Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities, in any jurisdiction in which such offer, solicitation or sale would require registration or otherwise be unlawful.

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’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 North American REE supply chain through the near-term establishment of a heavy and light rare-earth processing facility in the U.S. State of Louisiana, subsequent Strategic Metal Complexes in Canada and Alaska and the longer-term development of Ucore’s 100% controlled Bokan-Dotson Ridge Rare Heavy REE Project on Prince of Wales Island in Southeast Alaska, USA.