HALIFAX, Dec. 27, 2018 /CNW/ - Ucore Rare Metals
Inc. (TSXV: UCU) (OTCQX: UURAF) ("Ucore" or the
"Company") is pleased to announce that it has
negotiated that certain consulting fees payable to Orca Holdings,
LLC ("Orca") shall be paid through the issuance of common
shares in the capital of Ucore ("Common Shares") rather than
a cash payment. Pursuant to this settlement arrangement, the
Company has agreed to issue to Orca an aggregate of 2,702,702
Common Shares at a deemed price of CAD$0.15 per Common Share to settle an aggregate
of USD$300,000 (or CAD$405,405.41, using a CAD/USD exchange rate of
0.74) in fees payable to Orca for consulting services rendered
under a consulting agreement between the parties, dated
August 8, 2017.
Orca is an insider of the Company and the issuance of Common
Shares pursuant to the settlement arrangement contemplated hereby
will constitute a "related party transaction", as this term is
defined in Multilateral Instrument 61-101 - Protection of
Minority Securityholders in Special Transactions ("MI
61-101"). The Company will rely on the exemption from the
valuation requirement and the minority approval requirement
pursuant to subsections 5.5(a) and 5.7(a) of MI 61-101,
respectively, as the securities will not represent more than 25% of
the Company's market capitalization, as determined in accordance
with MI 61-101.
"Ucore is pleased with the consulting services that have been
provided by Orca, which have included efforts related to the
initiation of the Company's specific plans regarding the future
development of the Strategic Metals Complex in Alaska. Ucore is also pleased to have
negotiated this transaction with Orca whereby an accrued consulting
fee expense that was payable in cash will instead be paid with
shares. The transaction is good for the Company and it demonstrates
Orca's continued support and optimism for Ucore's business plans"
said Jim McKenzie, CEO and President
of Ucore.
The participation of Orca, which is a non-arm's length party, in
the settlement arrangement has been approved by directors of the
Company who are independent in connection with such
transaction.
All securities issued pursuant to the settlement arrangement
will be subject to a hold period of four months and one day from
the date of issuance, in accordance with applicable securities
legislation.
Full details of the settlement arrangement will be available on
the System for Electronic Disclosure by Insiders (SEDI), available
at: www.sedi.ca. No new insiders and no control persons were
created in connection with the closing of the settlement
arrangement.
The settlement arrangement is subject to a number of conditions,
including the approval of the TSX Venture Exchange (the
"TSX-V").
About Ucore
Ucore Rare Metals Inc. is a development-phase company focused on
rare metals resources, extraction and beneficiation technologies
with near term potential for production, growth and scalability.
The Company has a 100% ownership stake in the Bokan-Dotson Ridge
Rare Earth Mine. On March 31, 2014,
Ucore announced the unanimous support of the Alaska State
Legislature for Senate Bill 99 (2014), which authorized the AIDEA
to issue up to USD $145 Million in
bonds for the infrastructure and construction costs of the
Bokan-Dotson Ridge Rare Earth Element Project.
Cautionary Notes
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 activities or circumstances such as arbitration, mediation,
negotiation, settlement, financing(s), business acquisition
activities, business development activities, timelines, events
and/or developments that the Company expects, are forward looking
statements, including without limitation, statements regarding the
completion of the settlement arrangement contemplated hereby.
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 or results
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, without limitation: the ability of the Company
to obtain the TSX-V's approval of the settlement arrangement
contemplated hereby; and general economic, market or business
conditions.
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.
SOURCE Ucore Rare Metals Inc.