Ucore Announces Option to Purchase
IBC Advanced Technologies, Inc.
March 13, 2017 – HALIFAX, NOVA SCOTIA – Ucore Rare Metals, Inc. (TSXV:UCU) (OTCQX:UURAF) (“Ucore” or the “Company”) is very pleased to announce that it has entered an option to purchase agreement (the “Option to Purchase Agreement” , “Option” or “Agreement”) with IBC Advanced Technologies, Inc. of American Fork, Utah (“IBC”) and its shareholders whereby Ucore has an option to purchase the outstanding shares of IBC.
Ucore has paid a total of USD$650,000 in consideration for the Option, which expires on March 14, 2019.
Under the terms of the Option to Purchase Agreement:
• Outstanding Shares – Ucore shall have the right to purchase the outstanding shares of IBC in exchange for cash consideration totaling USD$10,000,000 and a grant of 10,000,000 units (the “Units”).
• Units – Each Unit shall consist of one common share of Ucore (the “Common Shares”), plus one half of a common share purchase warrant (the “Warrants”).
• Warrants – Each full Warrant shall entitle the holder to acquire one additional Common Share of Ucore at a strike price equal to the market price of the common shares of Ucore as of the date on which the Option is executed.
• Performance Incentives – Upon the execution of the Option, IBC key personnel shall receive performance incentives and payments totaling 7% of annual EBITDA for each of the first 5 years of operations subsequent to the execution of the Option.
“This Option to Purchase Agreement is a major milestone for Ucore” said Jim McKenzie, President and CEO of Ucore. “IBC is already a world leader in Molecular Recognition Technology (MRT) for the mining industry, with an existing customer base spanning several continents and including majors such as Asarco Grupo Mexico (USA), Impala Platinum of South Africa, Tanaka Kikinzoku K.K. of Japan, Sino Platinum of China and LS Nikko of Korea. Remarkably, this initiative places us in a position to assume and accelerate a business platform that IBC has established over almost 30 years in business.”
“IBC and Ucore offer a high degree of synergy as a combined entity,” continued McKenzie. “IBC brings with it an unsurpassed expertise in this revolutionary nanoscience, plus existing infrastructure, operational and production expertise, and an extensive existing customer base. Conversely, Ucore and its personnel bring a wide-ranging background in the financial markets, IP licensing regimes, and the scaling of proven technology platforms for accelerated growth. All of this comes at a time when disruptive materials technologies are transforming prior business models in the fields of transportation, energy storage and supercomputing. The opportunity to guide this change is significant.”
“The IBC intellectual property and know-how comprises dozens of customized molecules in the existing SuperLig® product catalog,” said Peter Manuel, Vice President & CFO of Ucore. “SuperLig® is an advanced nanotechnology. It represents best-of-breed American materials science and innovation, capable of appropriating metals in polymetallic environs with high precision, selectivity, speed and recovery. IBC and Ucore benefit from the advisory expertise of Dr. Reed M. Izatt, molecular recognition pioneer and Professor Emeritus of Brigham Young University, USA, as well as Dr. Jean Marie Lehn, Nobel Laureate and a Director of the Institut de Science et d’Ingénierie Supramoléculaires of the Université de Strasbourg, France. We’re honored to be in the company of these giants in the field of macrocyclic science.”
The completion of License Fee payments under the Company’s previously announced Licensing Agreement with IBC (see Ucore Press Release dated March 3, 2015) in the amount of USD$2.9 million is a condition precedent to the execution of the Option Agreement. As of the current date, Ucore has already completed payments totaling USD$1.9 million against that total, with USD$1 million remaining outstanding.
The Licensing Agreement, calls for the creation of a joint venture (“JV”) between the companies, whereby the JV would have the exclusive rights to IBC’s Superlig® Molecular Recognition Technology for rare earth separation, certain recycling applications, and tailings processing applications.
Background of IBC
IBC Advanced Technologies, Inc. is an award-winning, green chemical selective separations company based on innovative MRT products. Headquartered in American Fork, Utah, with manufacturing facilities in Utah and Houston, Texas, IBC has supplied industrial, governmental and academic customers worldwide with environmentally friendly products, processes and services for over 29 years.
IBC specializes in MRT, utilizing green chemistry to achieve highly selective separations of metal ions in complex matrices. Based on Nobel Prize-winning technology (1987), IBC’s proprietary products and processes are used worldwide by premier metals refining and mining companies such as Tanaka Kikinzoku K.K. (Japan), Asarco Grupo Mexico (USA), Impala Platinum Ltd. (South Africa), and Sino Platinum (China). The Japanese Government (Mitsubishi Research, Inc.) recently awarded to IBC a highly competitive subsidy grant, “Demonstration Project for Seawater Purification Technologies”, concerning the selective separation of the radionuclides strontium and cesium from contaminated seawater at Fukushima, Japan.
IBC’s expertise is illustrated by its extensive development and commercialization of separations systems for platinum group metals (“PGM’s”) at a world level. PGM’s are analogous to the rare earth elements, in that they are considered difficult to selectively separate due to their constituent chemical similarities.
The Ucore-IBC alliance builds on IBC’s proven capabilities to develop, scale-up and commercialize selective separations systems for a number of diverse and complex applications.
Background of Ucore
Ucore Rare Metals is an enterprise focused on rare metals resources, extraction and beneficiation technologies with near term potential for production, growth and scalability. On March 3, 2015, Ucore announced the right to acquire a controlling ownership interest in a joint venture with IBC Advanced Technologies Inc. to deploy the exclusive rights to SuperLig® technology for rare earths, multi-metallic tailings processing applications, and select PGM recycling applications in North America and associated world markets. The Company has a 100% ownership stake in Bokan- Dotson Ridge (“Bokan”). On March 31, 2014, Ucore announced the unanimous support of the Alaska State Legislature for the investment of up to USD $145 Million in the Bokan project at the discretion of the Alaska Import Development and Export Agency (“AIDEA”).
This press release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address future exploration drilling, exploration activities, research and development timelines, and events or developments that the Company expects, are forward looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include exploitation and exploration successes or setbacks, research and develop successes or setbacks, continued availability of financing, and general economic, market or business conditions.
MRT is at advanced testing stages and has yet to be proven, at a commercial scale, for the separation of rare earth elements. The Company has not yet released an economic assessment on the use of MRT for the separation of rare earth elements and does not yet have any specific contracts for the processing of rare earths using MRT.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined by the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.