/NOT FOR DISSEMINATION IN THE
UNITED STATES OR FOR DISTRIBUTION TO
UNITED STATES
WIRE SERVICES/
TORONTO, Dec. 23,
2024 /CNW/ - Aclara Resources Inc. ("Aclara" or
the "Company") (TSX: ARA) today announced a non-brokered private
placement financing of 51,303,573 common shares of the
Company (the "Common Shares") for aggregate gross proceeds
of US$25,000,001 (the
"Private Placement") at a price of C$0.70 per share. The subscription price
represents a 41% premium over the closing price of the Common
Shares on the Toronto Stock Exchange ("TSX") on the last
trading day prior to the date of the announcement of the Private
Placement.
The Company has entered into a subscription agreement with each
of CAP S.A. ("CAP"), Hochschild Mining Holdings Limited
("Hochschild") and New Hartsdale Capital Inc. ("New
Hartsdale") (the "Subscription Agreements") wherein
under the terms of the Subscription Agreements, each of CAP,
Hochschild, and New Hartsdale has agreed to subscribe for and
purchase from the Company 22,163,143, 10,260,715 and
18,879,715 Common Shares, respectively. Currently,
Hochschild holds 19.5% and New Hartsdale holds 36.9% of the issued
and outstanding Common Shares of the Company.
Eduardo Hochschild, Chairman
of Aclara, said: "We are thrilled to welcome CAP as a
strategic investor. Beyond their financial strength, CAP brings
deep industry expertise, making them an invaluable partner in our
mission to establish a sustainable and integrated supply chain for
rare earths.
CAP joins Hochschild Mining as an anchor shareholder of
Aclara, uniting two distinguished companies with decades of proven
success across the Americas. With their strong support, Aclara is
well-positioned to advance its projects in Brazil, Chile, and the
United States, paving the way to becoming a global leader
and driving meaningful progress in the fight
against climate change."
Juan Enrique Rassmuss, Chairman of CAP S.A.
commented: "It is an honor to join
Aclara's board of directors and to deepen our relationship with
them hand in hand with a leading group like Hochschild. We are
confident that together we will achieve our goal of making
Aclara an integrated producer of heavy rare earths. This
milestone also reinforces CAP's commitment to innovation as an
engine to open new doors towards a more sustainable and competitive
development."
Aclara intends to use the net proceeds from the Private
Placement to fund the continued development of its Carina
Project in Brazil, to advance its integrated supply chain
strategy, and for general corporate purposes.
Key targeted milestones for the Carina Project
development in 2025 include:
- Submission of the Environmental Impact Study ("Preliminary
License") to the Goiás State environmental agency for evaluation
(Q2 2025)
- Completion of an infill drilling campaign intended to convert
resources to the measured and indicated category for the
pre-feasibility study (Q2 2025)
- Construction of a semi-industrial scale continuous pilot
operation (Q2 2025)
- Upgrading inferred mineral resources to measured and indicated
categories (Q3 2025)
- Completion and release of the NI 43-101 pre-feasibility study
technical report (Q3 2025)
- 75% progress of the Feasibility Study development (Q4
2025)
Aclara also intends to allocate a smaller portion of
the net proceeds, along with potential government funding, to
advance its separation project in the
United States. Key targeted milestones for
2025 include:
- Completion of the plant location study (2025)
- Laboratory test work (Q2 2025)
- Integrated pilot scale testing (Q3-Q4 2025)
No proceeds from the Private Placement are intended to be used
in respect of the Penco Module in Chile. The development of the Penco Module is
expected to be fully financed through the strategic investment made
by CAP in REE Uno SpA in April
2024, covering all expenses up to the investment
decision.
Ramon Barua, Chief
Executive Officer of Aclara, commented: "Today's
announced financing is an important step on Aclara's clear strategy
to become a reliable and sustainable producer of all magnetic rare
earths. CAP has proven to be a very effective contributor in our
work at the Penco Module and, through this offering, we welcome
them to the shareholder base of Aclara Resources. Through their
continued financial support of our development plan, our key
shareholders are demonstrating their steadfast commitment to
propelling Aclara towards its goal of becoming an integrated
producer of rare earths outside of Asia. The subscription price of $0.70 per share, representing
a 41% premium, is an important signal to the
market that our largest shareholders continue to see more value
than what our share price reflects. I would like to thank all our
shareholders for their continued support and faith in our team.
Together we are looking forward to achieving our ambitious vision
of making sustainable rare earth products possible."
Nicolas Burr,
Chief Executive Officer of CAP,
commented: "This investment represents an
important step forward in our strategy for rare earths and their
value chain, a key resource for the development of electromobility
and renewable energies, whose global demand is projected to grow at
double-digit rates. It allows us to consolidate a portfolio of
projects with great potential in the region, thus sealing our entry
into Brazil. This is undoubtedly a
great step forward in our 2030 Strategy."
Following completion of the Private Placement, each of CAP,
Hochschild and New Hartsdale will hold
22,163,143, 42,787,104 and 80,340,876 Common
Shares of the Company, respectively. This represents
approximately 10.18%, 19.65 and 36.90% of the Company's issued and
outstanding Common Shares, on a post-closing basis.
At the closing of the Private Placement, the Company and CAP
will enter into an investor rights agreement ("IRA")
reserving certain rights for CAP. Under the terms of the IRA, for
so long as CAP maintains a 10% or more ownership of the outstanding
Common Shares of the Company (on a non-diluted basis), CAP will
have the right to nominate one individual to Aclara's board of
directors and will also be granted pre-emptive and top-up rights to
maintain its percentage interest in the outstanding Common Shares
of the Company in connection with any future issuances of Aclara's
securities, subject to certain exclusions. In addition, CAP will be
granted a demand subscription right providing it with the ability
to increase its ownership interest in the Company to 19.9% (on a
non-diluted basis) subject to certain conditions.
Each of Hochschild and New Hartsdale own, control or direct
greater than 10% of the outstanding Common Shares of the Company.
As such, the Private Placement constitutes a "related party
transaction" under Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions ("MI
61-101") and is subject to approval of the shareholders of the
Company in accordance with MI 61-101 (the "Minority
Shareholder Approval"). Aclara, however,
is relying on the exemption from the formal valuation
requirements of MI 61-101 contained in section 5.5(c) of MI 61-101
in respect of the Private Placement as the Common Shares to be
issued are being distributed for cash consideration, neither the
Company, Hochschild nor New Hartsdale have knowledge of
any material undisclosed information concerning the Company, and
the management information circular to be prepared in connection
with the special meeting of shareholders of the Company to approve
the Private Placement will include the requisite disclosure
contemplated by section 5.5(c) of MI 61-101.
Further, pursuant to subsections 607(g)(ii) of the TSX
Company Manual, the Company is required to obtain approval for
the Private Placement from the holders of a majority of the Common
Shares (excluding those Common Shares held by insiders
participating in the Private Placement) present in person or
by proxy at a shareholders meeting, given that the Common Shares
issued and issuable pursuant to the Private Placement will result
in the issuance of securities to insiders of greater than 10% of
the number of Common Shares currently issued and outstanding
("TSX Shareholder Approval" and, together with the Minority
Shareholder Approval, the "Shareholder Approval").
The Company intends to seek the Shareholder Approval at a
special meeting of its shareholders expected to be held
in late January or February
2025. A management information circular containing details
of the Private Placement and voting instructions will be mailed to
shareholders as soon as practicable. This information will also be
available on Aclara's website. The closing of the Private Placement
is subject to the receipt of the Shareholder Approval and remains
subject to the approval of the TSX and other customary closing
conditions.
The Common Shares will be issued on a private placement basis
pursuant to applicable exemptions from prospectus requirements
under applicable securities laws. The Common Shares will be subject
to a four month and one day hold period pursuant to securities laws
in Canada.
The Private Placement is expected to close by the end of
February, 2025.
Copies of the Subscription Agreements will be filed on
the Company's profile on SEDAR+ at www.sedarplus.com. The above
description of the terms and conditions of the Subscription
Agreements is qualified in its entirety by the full text of the
Subscription Agreements. The management information circular will
also be filed on the Company's profile on SEDAR+ at
www.sedarplus.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful. The securities being offered have not been,
nor will they be, registered under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act") and may not
be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons
absent registration or an applicable exemption from the
registration requirements of the U.S. Securities Act and applicable
state securities laws.
About Aclara
Aclara Resources Inc. (TSX: ARA), a Toronto Stock Exchange
listed company, is focused on building a vertically integrated
supply chain for rare earths alloys used in permanent magnets. This
strategy is supported by Aclara's development of rare earth mineral
resources hosted in ionic clay deposits, which contain high
concentrations of the scarce heavy rare earths, providing the
Company with a long-term, reliable source of these critical
materials. The Company's rare earth mineral resource development
projects include the Carina Project in the State of Goiás,
Brazil as its flagship project and
the Penco Module in the Bio-Bio Region of Chile. Both projects
feature Aclara's patented technology named Circular Mineral
Harvesting, which offers a sustainable and energy-efficient
extraction process for rare earths from ionic clay deposits. The
Circular Mineral Harvesting process has been designed to minimize
the water consumption and overall environmental impact through
recycling and circular economy principles.
Through its wholly-owned subsidiary, Aclara Technologies Inc.,
the Company is further enhancing its product value by developing a
rare earths separation plant in the United States. This
facility will process mixed rare earth carbonates sourced from
Aclara's mineral resource projects, separating them into pure
individual rare earth oxides. Additionally, Aclara through a
joint venture with CAP S.A., is advancing its alloy-making
capabilities to convert these refined oxides into the alloys
needed for fabricating permanent magnets. This joint venture
leverages CAP's extensive expertise in metal refining and
special ferro-alloyed steels.
Beyond the Carina Project and the Penco Module, Aclara is
committed to expanding its mineral resource portfolio by
exploring greenfield opportunities and further developing projects
within its existing concessions in Brazil, Chile, and Peru, aiming to increase future production of
heavy rare earths.
About CAP
CAP is an emblematic Chilean mining-industrial company, listed
on the Santiago Stock Exchange, which has been a key player in the
country's business history for almost eighty years.
With a national and international presence, it has a diversified
business portfolio, which it will continue to strengthen through
the search for new innovative and sustainable solutions in the long
term.
Its portfolio is currently focused on iron ore mining, through
Compañía Minera del Pacífico (CMP); on the development of
industrialized and sustainable housing solutions, through Cintac,
Tupemesa and Promet; and on Infrastructure, through Aguas CAP,
Tecnocap and Puerto Las Losas.
Forward-Looking Statements
This press release contains "forward-looking information"
within the meaning of applicable securities legislation, which
reflects the Company's current expectations regarding future
events, including statements with regard to, among other things,
the successful completion of the Private Placement, the timing of
the closing of the Private Placement, the obtaining of the
Shareholder Approval and TSX approval, the signing of the IRA, the
timing of submission of the Preliminary License and approval
thereof, the timing of the completion of the pre-feasibility and
feasibility studies for the Carina Project, the completion of any
drill proposed campaigns, the updated mineral resources to measured
and indicated categories, the timing of construction of pilot
operations, the timing and completion of laboratory test work, the
timing of integrated pilot scale testing and other statements that
are not material facts. Forward-looking information is based
on a number of assumptions and is subject to a number of risks and
uncertainties, many of which are beyond the Company's control. Such
risks and uncertainties include, but are not limited to risks
related to operating in a foreign jurisdiction, including political
and economic risks in Chile and
Brazil; risks related to changes
to mining laws and regulations and the termination or non-renewal
of mining rights by governmental authorities; risks related to
failure to comply with the law or obtain necessary permits and
licenses or renew them; cost of compliance with applicable
environmental regulations; actual production, capital and operating
costs may be different than those anticipated; the Company may be
not able to successfully complete the development, construction and
start-up of mines and new development projects; risks related to
fluctuation in commodity prices; risks related to mining
operations; and dependence on the Penco Module and/or the Carina
Project. Aclara cautions that the foregoing list of factors is not
exhaustive. For a detailed discussion of the foregoing factors,
among others, please refer to the risk factors discussed under
"Risk Factors" in the Company's annual information form dated as of
March 22, 2024, filed on the
Company's SEDAR+ profile. Actual results and timing could
differ materially from those projected herein. Unless otherwise
noted or the context otherwise indicates, the forward-looking
information contained in this press release is provided as of the
date of this press release and the Company does not undertake any
obligation to update such forward-looking information, whether as a
result of new information, future events or otherwise, except as
expressly required under applicable securities laws.
SOURCE Aclara Resources Inc.