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 ("NI 62-104") and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

KETCHIKAN, Alaska, May 29, 2025 /CNW/ - This release is being made by Randy Johnson to report information concerning holdings of Mr. Johnson and Orca Holdings, LLC ("Orca") in Ucore Rare Metals Inc. (the "Issuer" or "Ucore"). 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 May 28, 2025, at the direction of Mr. Johnson, Orca completed a private disposition (the "Disposition") via a gift of an aggregate of 1,712,000 common shares of the Issuer ("Common Shares") for no consideration for estate planning purposes. The Common Shares were transferred in advance of anticipated future share appreciation as a gift for the long term benefit of family members and close associates of Mr. Johnson.

As at the date of this press release, the Issuer reports having 74,421,283 Common Shares issued and outstanding.

Immediately prior to the completion of the Disposition, Mr. Johnson (being the sole and controlling shareholder of Orca) directly or indirectly held beneficial ownership of, and control and direction over, 10,663,736 Common Shares, 12,153,165 Common Share purchase warrants and 430,000 stock options of the Issuer, representing approximately 14.33% of the issued and outstanding Common Shares (on a non-diluted basis) or approximately 26.72% upon exercise of the warrants and the stock options (on a partially diluted basis, in the absence of the Condition Precedent). A number of the above-referenced Common Share purchase warrants are subject to a condition precedent to their exercise such that no such warrants shall be exercisable if such exercise would cause Mr. Johnson's direct or indirect ownership of the Issuer, as calculated on a partially diluted basis, to exceed 19.99% of the aggregate of the issued and outstanding Common Shares, unless the Issuer obtains prior shareholder approval in accordance with the applicable requirements of the TSX Venture Exchange (the "Condition Precedent").

Immediately following the completion of the Disposition, Mr. Johnson directly or indirectly held beneficial ownership of, and control and direction over, a total of 8,951,736 Common Shares, 12,153,165 Common Share purchase warrants and 430,000 stock options of the Issuer, representing approximately 12.03% of the issued and outstanding Common Shares (on a non-diluted basis) or approximately 24.75% upon the exercise of the warrants and the stock options (on a partially diluted basis, in the absence of the Condition Precedent, which applies to certain of the above-referenced Common Share purchase warrants).

Pursuant to section 1.8 of NI 62-104, an acquiror is only deemed to be the beneficial owner of an unissued security (such as a common share) if the acquiror's convertible security (such as a warrant) is convertible into the unissued security within the next 60 days. A similar rule is found at subsection 1.1(4) of National Instrument 55-104 – Insider Reporting Requirements and Exemptions ("NI 55-104").  As a result of the Condition Precedent, the unissued Common Shares that underly the warrants held by Mr. Johnson are not exercisable or convertible into Common Shares in excess of 19.99% of the Issuer's outstanding Common Shares within the 60 days. Accordingly, for the purpose of NI 62-104 (and NI 55-104), Mr. Johnson is not deemed to beneficially own any Common Shares of the Issuer in excess of 19.99% of the Issuer's outstanding Common Shares on a partially diluted basis.

Other Information

The securities referred to above were transferred by Orca, at the direction of Mr. Johnson, for estate planning purposes. Mr. Johnson may, from time to time, directly or indirectly (through Orca) increase or decrease his shareholdings or continue to hold the Issuer's securities as Mr. Johnson may determine appropriate in the normal course of investment activities.

The Issuer is located in 210 Waterfront Drive, Suite 106, Bedford, Nova Scotia, Canada B4A 0H3, and Mr. Johnson is located in P.O. Box 8158, Ketchikan, Alaska, USA, 99901.

For further information and to obtain a copy of the early warning report filed under applicable Canadian securities laws by Mr. Johnson in connection with the transactions referred to in this press release, please see Ucore's profile on SEDAR+ at www.sedarplus.ca. A copy of the report may also be obtained from Mr. Johnson via email ([email protected]) or telephone [phone]).

SOURCE Randy Johnson