Ucore Rare Metals Inc. Announces Filing of Final Prospectus
April 23, 2013 – Halifax, Nova Scotia – Ucore Rare Metals Inc (TSX-V:UCU) (the “Company” or “Ucore”) is pleased to announce that it has filed and obtained a receipt for a final short form prospectus containing the final details of its previously announced prospectus offering (the “Offering”) of units of the Company (the “Units”). The Company has also entered into an agency agreement with Byron Capital Markets Ltd. (“Byron”), as Canadian agent, and Knight Capital Americas LLC, as United States agent, (collectively, the “Agents”) in respect of the Offering. Under the terms of the agency agreement, the Agents will offer, on a best efforts basis, Units for gross proceeds of up to a maximum of $5,000,000. Each Unit is comprised of one common share in the capital of the Company (a “Common Share”) and one Common Share purchase warrant, at a price of $0.25 per Unit. Each whole purchase warrant (a “Warrant”) will entitle the holder to purchase one Common Share at a price of $0.35 per Common Share for a period of 36 months following the closing of the Offering, which is expected to take place on April 30, 2013, or such other date on or before May 15, 2013 as may be agreed upon by the Company and the Agents.
Byron has been granted an option, exercisable at any time until 30 days following the closing of the Offering, to sell additional Units or Warrants equal to 15% of the number of Units sold pursuant to the Offering at the issue price of the Units, to cover over-allotments, if any and for market stabilization purposes (the “Over-Allotment Option”).
In consideration for the services to be rendered by the Agents under the Offering, the Agents will receive a cash commission of 6% of the gross proceeds of the Offering (including any Units issued as a result of the exercise of the Over-Allotment Option). The Agents will also receive broker warrants (the “Broker Warrants”) to purchase an aggregate number of Common Shares equal to 6% of the number of Units issued under the Offering (including Units issued upon exercise of the Over-Allotment Option). Each Broker Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.25 for a period of 36 months following the completion of the Offering.
The Company plans to use the net proceeds of the Offering to progress the development of the Bokan Mountain / Dotson Ridge property and for general working capital purposes. Closing of the Offering is subject to certain conditions, including final approval of the TSX Venture Exchange.
About Ucore Rare Metals Inc.
The Company is a development-phase mining company focused on establishing rare metal resources with near term production potential. With multiple projects across North America, the Company’s primary focus is the 100% owned Bokan Mountain / Dotson Ridge REE property in Alaska. The Bokan Mountain / Dotson Ridge REE property is located 60 km southwest of Ketchikan, Alaska and 140 km northwest of Prince Rupert, British Columbia and has direct ocean access to the western seaboard and the Pacific Rim.
For further information, please contact Mr. Jim McKenzie, President and Chief Executive Officer of Ucore Rare Metals Inc. at: (902) 482-5214 or visit http://www.ucore.com
Note: This Offering is only made by prospectus. The prospectus contains important detailed information about the securities being offered. Copies of the prospectus may be obtained from Byron Capital Markets Ltd. at firstname.lastname@example.org. Investors should read the prospectus before making an investment decision.
Neither the TSX Venture Exchange nor is Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the accuracy of this release.
This press release contains “forward-looking statements” within the meaning of applicable Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward- looking terminology. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that are contained herein, except in
accordance with applicable securities laws. Further information on the Company is available under the Company’s profile at www.sedar.com.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S.
Securities Act”) or the securities laws of any state of the United States, and may not be offered or sold, directly or indirectly, in the United States or to “U.S. persons”, as such term is defined in Regulation S under the U.S. Securities Act (“U.S. Persons”), unless registered under the U.S. Securities Act and applicable securities laws of any state of the United States or in reliance on an exemption from such registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities set out herein to, or for the account or benefit of, persons in the United States or U.S. Persons.