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Home Investment News An expanded field exploration program at the Campo Grande Project has discovered new outcrop rocks that have the potential to contain high-grade hard rock rare earth mineralization.

An expanded field exploration program at the Campo Grande Project has discovered new outcrop rocks that have the potential to contain high-grade hard rock rare earth mineralization.

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Ucore and Orca then extended the credit limits of their 2023 credit facilities. US$3.2 million and amending the interest payment terms of both credit facilities, further details of which can be found in Ucore’s press release. April 26, 2024 In connection with these amendments, the Company agreed to issue to Orca 1.3 million additional warrants, each of which entitles Orca to acquire one common share at the exercise price. $0.75 Per share January 31, 2026 .

The parties subsequently agreed to further increase the credit limits on the 2023 credit facility. US$5.2 million Further extending the maturity dates of both credit facilities; October 1, 2026 All warrants previously issued or issuable in connection with the 2022 Credit Facility and the 2023 Credit Facility will be deemed to have expired or become unissuable (as applicable) simultaneously with the effective date of the new amendment and extension to the Credit Facility. As consideration for these amendments, the Company has agreed to issue to Orca an aggregate of 7.7 million new common stock purchase warrants, with an exercise price of 4.4 million of these warrants. 0.89 Canadian Dollar The exercise price per share is 0.75 Canadian Dollar All of the New Warrants described in this press release are October 1, 2026 and contains the conditions precedent to exercise, and if such exercise would cause Orca’s ownership interest in Ucore to exceed 19.99% of the total issued and outstanding common shares calculated on a partially diluted basis, the Warrants shall not be exercisable unless Ucore obtains prior shareholder approval in accordance with the applicable requirements of the TSX Venture Exchange (the “ TSXV The issuance of these warrants is subject to the prior review and approval of the TSXV.

Orca is 100% owned by Mr. Randy Johnson a member of the Board of Directors of Ucore. The above transactions with Orca are considered related party transactions within the meaning of Multilateral Instrument 61-01. Protection of minority shareholders in special transactions (” Mi61-101 The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 because, to the extent it involves interested parties, neither the fair market value of the transaction subject matter nor the fair market value of the transaction consideration will exceed 25% of the Company’s market capitalization.

No new insiders or controlling persons will be created in connection with the closing of the transaction contemplated by this press release.

The above transactions have been considered and unanimously approved by the Company’s board of directors. No special committee has been established to negotiate, review or approve the Amended Agreements. Rather, Mr. Johnson stated a conflict of interest and abstained from board deliberations and the agreements were negotiated by the Company. No fees or similar charges have been paid to any person in connection with the most recent amendments to the 2022 Credit Facility and 2023 Credit Facility. Because the terms of the amendments to the Debt Agreements were not agreed in principle until recently, the Company intends to file a Material Changes Report within 21 days of the anticipated closing date of the Transactions.

About Ucore Rare Metals Inc.

Ucore is focused on rare and critical metal resources, extraction, beneficiation and separation technologies with potential for production, growth and expansion. 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.

The plan includes, through strategic partnerships: People’s Republic of China It will establish heavy and light rare earth processing facilities in the United States in the near future to manage the North American REE supply chain. Louisiana and subsequent strategic metal complexes Canada and Alaska Long-term development of Ucore’s 100%-controlled Bokan-Dotson Ridge rare heavy REE project on Prince of Wales Island Southeast Alaska, USA .

Ucore is listed on the TSXV under the trading symbol University “and united states of america OTC Markets’ OTCQX® Best Markets ticker symbol ” Uraf

For more information, home page .

Forward-Looking Statements

This press release contains statements that may be deemed “forward-looking statements.” All statements (other than statements of historical fact) in this release regarding future business development, technology development and/or acquisition activities (including related required financing), timelines, events or developments the Company is pursuing are forward-looking statements. Although the Company believes that the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance or results, and actual results or developments may differ materially from those in the forward-looking statements.

With respect to the disclosures in the above press release regarding the debt extension and amendment related to Orca and the issuance of new warrants to Orca, the Company assumes that the loan bonus warrant agreement and terms will be approved by the TSXV. For risks and uncertainties relating to the Company and its business generally, please see the risk disclosures in the Company’s Q1 2024 MD&A (filed on SEDAR+). May 28, 2024 ) ( home page ), as well as the risks described below.

With respect to the disclosures in the “About Ucore Rare Metals Inc.” section above, the Company assumes that it will be able to procure or retain additional partners and/or suppliers, in addition to Innovation Metals Corp. (IMC), as suppliers for Ucore’s future Strategic Metals Complex (SMC). Ucore also assumes that sufficient external funding will be found to complete the commissioning and demonstration schedule of the demonstration plant and thereafter prepare a new National Instrument 43-101 (NI 43-101) technical report indicating that the Bokan Mountain Rare Earth Element Project (Bokan) is viable and economically viable for the production of both REEs and by-product metals, and at the then current market prices based on anticipated customer offtake agreements. Ucore also assumes that sufficient external funding will be secured to continue the development of certain engineering plans for and construction of the SMC. Factors that could cause actual results to differ materially from those in the forward-looking statements include IMC’s inability to protect its intellectual property rights for RapidSX™, the inability of RapidSX™ to demonstrate commercial viability in large commercial-scale applications, Ucore’s inability to procure additional key partners or suppliers for SMC, Ucore’s inability to raise sufficient financing for the specific design and build of SMC and/or the continued development of RapidSX™, adverse capital market conditions, unanticipated due diligence results, the emergence of alternative superior metallurgical and metal separation technologies, the inability of Ucore and/or IMC to retain key staff, Louisiana or Alaska and/or the support expressed by the Alaska Industrial Development and Export Authority (“AIDEA”) with respect to the development of Bokan, the availability and procurement of interim and/or long-term financing that may be required, and general economic, market or business conditions.

Neither the TSXV nor its Regulation Services Provider (as that term is defined by the TSXV) accepts responsibility for the adequacy or accuracy of this release.

contact address

Mr. Peter Manuel Ucore’s Executive Vice President and Chief Financial Officer, is responsible for the contents of this news release and can be contacted at 1.902.482.5214.

SOURCE Ucore Rare Metals Inc.

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