RANDY JOHNSON PROVIDES UPDATE ABOUT HOLDINGS OF UCORE RARE METALS INC.

This press release is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

KETCHIKAN, Alaska, Sept. 30, 2024 /CNW/ - This release is being made by Randy Johnson to report information concerning holdings of Mr. Johnson and Orca Holdings, LLC (collectively, the "Acquiror") in Ucore Rare Metals Inc. (the "Issuer" or "Ucore"). Orca Holdings, LLC ("Orca") is wholly owned by Mr. Johnson, serving as a holding company for Mr. Johnson's securities holdings. Mr. Johnson has been a director of Ucore since October 6, 2020.

On September 27, 2024, the Acquiror acquired an aggregate of 7,700,000 common share purchase warrants of the Issuer (the "Bonus Warrants") in connection with the execution of agreements to amend and extend two lines of credit involving the parties (the "Second Amending Agreements"), as further described below.    

In consideration for agreeing to amend and extend the aforementioned lines of credit, the Issuer granted an aggregate of 7,700,000 Bonus Warrants to the Acquiror, with each Bonus Warrant entitling the holder to acquire one common share of the Issuer (a "Common Share"), and with 4,400,000 of these Bonus Warrants having an exercise price of CAD$0.89 per share and the remainder of these Bonus Warrants having an exercise price of CAD$0.75 per share. In connection with the foregoing, the 4,400,000 unexercised Common Share purchase warrants of the Issuer that were previously issued or issuable in connection with the aforementioned lines of credit, prior to the amendments and extensions contemplated by the Second Amending Agreements, are deemed to have expired or become non-issuable (as applicable) concurrently with the execution of the Second Amending Agreements.  

All of the Bonus Warrant will expire and terminate on October 1, 2026, and contain a condition precedent to their exercise (the "Condition Precedent") such that no Bonus Warrants shall be exercisable if such exercise would cause the Acquiror's ownership of Ucore, as calculated on a partially diluted basis, to exceed 19.99% of the aggregate of the issued and outstanding Common Shares, unless Ucore obtains prior shareholder approval in accordance with the applicable requirements of the TSX Venture Exchange (the "TSXV"). Each Bonus Warrant, and underlying Common Share, shall be subject to a restricted period such that the holder must not trade the security before the date that is four months and one day after the date of issue.

The Acquiror's Holdings of Ucore

As at the date of this press release, the Issuer reports having 61,859,425 Common Shares issued and outstanding.

Prior to the issuance of the 7,700,000 Bonus Warrants pursuant to the Second Amending Agreements, and prior to the above noted expiration of previously issued / issuable warrants relating to the aforementioned lines of credit, the Acquiror directly or indirectly held beneficial ownership of, and control and direction over, a total of 7,927,406 Common Shares, 7,385,000 Common Share purchase warrants and 380,000 stock options of the Issuer, representing approximately 12.82% of the issued and outstanding Common Shares (on a non-diluted basis) or approximately 22.54% upon the exercise of the warrants and the stock options (on a partially diluted basis, in the absence of the Condition Precedent, which also applied to certain of the above-referenced 5,600,000 Common Share purchase warrants).

Immediately following the issuance of the 7,700,000 Bonus Warrants, as described herein, as well as the above noted expiration of previously issued / issuable warrants, the Acquiror directly or indirectly holds beneficial ownership of, and control and direction over, a total of 7,927,406 Common Shares, 10,685,000 Common Share purchase warrants and 380,000 stock options of the Issuer, representing approximately 12.82% of the issued and outstanding Common Shares (on a non-diluted basis) or approximately 26.04% upon the exercise of the warrants and the stock options (on a partially diluted basis, in the absence of the Condition Precedent). Notwithstanding the foregoing, 7,700,000 of the above-referenced Common Share purchase warrants are Bonus Warrants that are subject to the Condition Precedent. As a result of the Condition Precedent, the Acquiror holds beneficial ownership of, and control and direction over, instruments representing not more than 19.99% of the issued and outstanding Common Shares on a partially diluted basis, unless the Issuer obtains prior shareholder approval in accordance with the applicable requirements of the TSXV.

Second Amending Agreements

Orca has been a secured creditor of the Issuer since March 30, 2019 when Orca first provided a term loan to the Issuer.

Prior to December 22, 2023, the Acquiror and the Issuer were parties to the following three loan agreements:  

(a)       the agreement dated March 30, 2019 (together with subsequent amending agreements, the "2019 Term Loan Agreement") for the secured term loan from the Acquiror to the Issuer, which had a current principal amount owing of USD$964,927.81 and an interest rate of 9%, and, prior to December 22, 2023, had a maturity date of November 30, 2024 (the "2019 Term Loan");

(b)      the agreement dated July 20, 2022 (together with subsequent amending agreements, the "2022 Line of Credit Agreement") for a short-term secured line of credit from the Acquiror to the Issuer, which had a current principal amount of USD$1.15 million and an interest rate of 9%, and, prior to December 22, 2023, had a maturity date of March 31, 2024 (the "2022 Line of Credit"); and

(c)       the agreement dated May 9, 2023 (the "2023 Line of Credit Agreement" and collectively with the 2019 Term Loan Agreement and the 2022 Line of Credit Agreement, the "Loan Agreements") for a second short-term secured line of credit from the Acquiror to the Issuer, which has an interest rate of 10% and, prior to December 22, 2023, had a principal amount of USD$1.0 million and a maturity date of December 31, 2023 (the "2023 Line of Credit").

On December 22, 2023, the Acquiror and the Issuer amended and extended the above-listed debt arrangements by agreeing to:

(a)       extend the maturity date of the 2019 Term Loan to January 31, 2027;

(b)      extend the maturity dates of the 2022 Line of Credit and the 2023 Line of Credit to January 31, 2026; and

(c)       increase the available principal amount of the 2023 Line of Credit to USD$2.2 million. 

On April 8, 2024, the Acquiror and the Issuer agreed to further increase the credit limit under the 2023 Line of Credit from USD$2.2 million to USD$3.2 million, and amend the interest payment terms of both the 2022 Line of Credit and the 2023 Line of Credit.

Pursuant to the Second Amending Agreements, which are dated June 7, 2024, the parties agreed to: (a) further increase the credit limit under the 2023 Line of Credit from USD$3.2 million to USD$5.2 million; and (b) further extend the maturity dates of both lines of credit from January 31, 2026 to October 1, 2026. 

None of the Loan Agreements impact the Acquiror's holding of voting securities of the Issuer. None of the loans contemplated by the Loan Agreements are convertible into voting shares of the Issuer.

Other Information

The securities referred to above were acquired for investment purposes and not for the purpose of exercising control or direction over the Issuer. The Acquiror may, from time to time, increase or decrease its shareholdings or continue to hold the Issuer's securities as the Acquiror may determine appropriate in the normal course of investment activities.

The Acquiror is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended ("1933 Act")) and acquired the securities referred to above pursuant to available exemptions from registration under the 1933 Act and applicable state securities laws. In regard to National Instrument 45-106 "Prospectus Exemptions", the securities were issued pursuant to the prospectus exemption found at section 2.24 of that instrument.

The Issuer is located in 210 Waterfront Drive, Suite 106, Bedford, Nova Scotia, Canada B4A 0H3, and the Acquiror is located in P.O. Box 8158, Ketchikan, Alaska, USA, 99901. A copy of the report filed under applicable Canadian securities laws by the Acquiror in connection with the transactions referred to in this press release may be obtained from the Acquiror via email ([email protected]) or telephone [phone]), or on the SEDAR+ profile of the Issuer at www.sedarplus.ca. 

SOURCE Randy Johnson