CAP S.A. Announces Subscription for Shares of Aclara Resources Inc.

SANTIAGO, Chile, Jan. 24, 2025 /CNW/ - CAP S.A. ("CAP") has entered into a subscription agreement (the "Agreement") with Aclara Resources Inc. ("Aclara"), a Toronto Stock Exchange ("TSX") listed issuer pursuant to which CAP has agreed to purchase 22,163,143 common shares of Aclara (the "Shares") at a purchase price of $0.70 per Share, being $15,514,200.10 in the aggregate. Completion of the subscription is subject to customary conditions precedent, including approval by Aclara's shareholders and the TSX. 

Aclara has published notice of a shareholder meeting to be held on February 13, 2025 at which approval for the issue of the Shares to CAP will be sought. Upon completion of the subscription CAP will hold 10.18% of the issued and outstanding common shares of Aclara (calculated on a non-diluted basis). CAP presently does not hold any common shares of Aclara.

CAP is a Chilean publicly traded company and one of the most significant mining-industrial conglomerates in that country. Through its operating subsidiaries, it has a presence throughout Chile and operates in critical sectors of the economy, carrying out activities in three major segments: mining, industrial, and infrastructure.

CAP also has an international footprint, with operations in Argentina and Peru, and its products are distributed across various regions, reaching markets in the Americas, Asia, and Oceania.

The acquisition of a 10.18% ownership interest in Aclara by CAP falls within the framework of the alliance established between the two companies in March 2024. Under this agreement, the Chilean company committed to entering the production of rare earth elements and value-added products in Chile, as well as securing the right to subscribe for up to a 19.9% ownership interest in Aclara.

This transaction represents a tangible step forward in CAP's 2030 Strategy, which aims to position the company as a leader in the field of critical materials for decarbonization efforts.

Pursuant to an investor rights agreement to be entered concurrently with the closing of the issuance of the Shares, CAP will be entitled to appoint one individual to Aclara's board of directors. 

CAP has acquired the Shares for investment purposes. CAP may from time to time in the future increase or decrease its direct or indirect ownership, control or direction over Shares through market transactions, private agreements, subscriptions from treasury or otherwise or may in the future and may develop plans or intentions relating (a) the acquisition or disposition of additional securities of Aclara; (b) a corporate transaction, such as a merger, reorganization or liquidation, involving Aclara or its subsidiaries; (c) a sale or transfer of a material amount of the Aclara's assets or the assets of its subsidiaries; (d) a change in the board of directors or management of the Aclara, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on Aclara's board; (e) a material change in the present capitalization or dividend policy of Aclara; (f) a material change in Aclara's business or corporate structure; (g) a change in Aclara's bylaws or another action which might impede the acquisition of control of Aclara; (h) the delisting of Aclara's common shares; (i) Aclara ceasing to be a reporting issuer; (j) a solicitation of proxies from securityholders; or (k) any action similar to any of those enumerated above. 

Forward-Looking Information

This news release contains certain forward looking statements which involve known and unknown factors not under CAP's control which may cause events to be materially different from the events implied by these forward looking statements. Certain statements set out in this News Release constitute forward-looking statements. Forward-looking statements (i) are often, but not always, identified by the use of words such as "plans", "intentions" or similar expressions.

Forward-looking statements reflect the expectations of CAP's management regarding its investment in Aclara, including anticipated shareholder and regulatory approval of the private placement and purchase of the Shares, and management's intentions regarding the matters set out above. Such statements are subject to assumptions and risks regarding these matters include the requisite shareholder approval not being obtained and the issue of the Shares not being approved, or being subject to conditions imposed, by the TSX as well as completion of the conditions to closing set out in the Agreement. No assurance can be given that any of the events anticipated by the forward-looking statements will occur. The reader is cautioned not to place undue reliance of any forward looking statements. Such information, although considered reasonable by CAP's management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release. CAP disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 

SOURCE CAP S.A.