Halifax, Nova Scotia--(Newsfile Corp. - December 22, 2023) - Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX: UURAF) ("Ucore" or the "Company") is pleased to announce amendments to and the extension of certain debt agreements with Orca Holdings, LLC ("Orca") that were agreed to on December 22, 2023.
"We are pleased with Orca's vision and desire to support a longer-term creditor position in the Company," stated Pat Ryan, Ucore Chairman & Chief Executive Officer. "The timelines associated with these credit agreement amendments work in step with Ucore's long term business objectives as we continue to make good progress with the Company's strategic plan. China's recently announced ban on the export of rare earth separation technologies underscores the importance of this key node in the supply chain and we feel that Ucore is very well positioned to contribute to an independent North American supply of these critical materials."
The Company is party to a short-term secured line of credit from Orca (the "2022 Line of Credit") in the amount of USD$1.15 million, which has subsequently been drawn down in full by the Company (the "2022 Line of Credit Agreement"). The 2022 Line of Credit Agreement was scheduled to mature on March 31, 2024. The parties have agreed to extend the term of this credit facility such that the amended maturity date will be January 31, 2026. The parties have also agreed to keep the annual interest rate on the 2022 Line of Credit unchanged at 9%. A total of 1,150,000 warrants that were previously issued to Orca in connection with the 2022 Line of Credit Agreement are deemed to have expired concurrently with the execution of the 2022 Line of Credit Amending Agreement. In consideration for extending the due date of the 2022 Line of Credit to January 31, 2026, a total of 1,500,000 warrants will be issued to Orca, with each warrant entitling Orca to acquire one common share of the Company ("Common Share") at an exercise price of $0.89. These warrants will have a term ending on January 31, 2026.
The Company is party to a second short-term secured line of credit from Orca (the "2023 Line of Credit") in the amount of USD$1 million, which has subsequently been drawn down in full by the Company (the "2023 Line of Credit Agreement"). The 2023 Line of Credit Agreement was scheduled to mature on December 31, 2023. However, the parties have agreed to extend the term of this facility such that the amended maturity date will be January 31, 2026. Further, the parties have agreed to increase the available principal amount of the 2023 Line of Credit to USD$2.2 million. The parties have agreed to keep the annual interest rate on the 2023 Line of Credit unchanged at 10%. A total of 1,000,000 warrants previously issued to Orca in connection with the 2023 Line of Credit Agreement are deemed to have expired concurrently with the execution of the 2023 Line of Credit Amending Agreement. In consideration for extending the due date of the 2023 Line of Credit to January 31, 2026 and increasing the amount of the facility, a total of 2,900,000 warrants will be issued to Orca, with each warrant entitling Orca to acquire one Common Share at an exercise price of $0.89. These warrants will have a term ending on January 31, 2026.
Lastly, the Company is party to a secured term loan (the "Term Loan") payable to Orca in the amount of USD$964,927.81 which had a maturity date of November 30, 2024. However, the parties have executed an agreement to extend the maturity date of this Term Loan to January 31, 2027 (the "Term Loan Agreement"). The parties also agreed to keep the annual interest rate on the Term Loan at 9%. A total of 1,000,000 warrants with an exercise price of $0.85 that were previously issued to Orca in connection with the Term Loan are deemed to have expired concurrently with the execution of the Term Loan Agreement. In consideration for extending the maturity date for the Term Loan to January 31, 2027, a total of 1,200,000 warrants will be issued to Orca, with each warrant entitling Orca to acquire one Common Share at an exercise price of $0.89. The warrants have a term ending on January 31, 2027.
The above-noted warrants contain a condition precedent to their exercise such that no warrants shall be exercisable if such exercise would cause Orca's ownership of Ucore, as calculated on a partially diluted basis, to exceed 19.99% of the aggregate of the issued and outstanding shares in the capital of the Borrower. The issuance of the new warrants described in this press release is subject to the prior review and acceptance of the TSX Venture Exchange.
Orca is wholly owned by Mr. Randy Johnson, a member of Ucore's Board of Directors. The above-described transactions with Orca are considered to be related party transactions within the meaning of Multilateral Instrument 61-01 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 since neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeds 25% of the Company's market capitalization.
No new insiders and no control persons will be created in connection with the closing of the transactions.
The above-described transactions were reviewed and unanimously approved by the Company's Board of Directors. No special committee was created to negotiate, review and approve the 2022 Line of Credit Amending Agreement, the 2023 Line of Credit Amending Agreement, or the Term Loan Amending Agreement; rather, the agreements were negotiated by the Company with Mr. Johnson declaring his conflict and abstaining from the Board of Directors' deliberations. No cash consideration was paid pursuant to the extension of the due dates for the 2022 Line of Credit, the 2023 Line of Credit or the Term Loan, and no commissions or similar fees were paid to any person with respect to those extensions. The Company will file a material change report less than 21 days before the expected date of the closing of the transactions since the terms of the extensions to the debt agreements were not agreed upon in principle until December 22, 2023. In connection with the above-mentioned debt extensions and agreements, Orca was represented by Fasken Martineau DuMoulin LLP and the Company was represented by Miller Thomson LLP.
About Ucore Rare Metals Inc.
Ucore is focused on rare- and critical-metal resources, extraction, beneficiation, and separation technologies with the potential for production, growth, and scalability. 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.
Ucore is listed on the TSXV under the trading symbol "UCU" and in the United States on the OTC Markets' OTCQX Best Market under the ticker symbol "UURAF."
新斯科舍省哈利法克斯--(Newsfile Corp.,2023年12月22日)——Ucore Rare Metals Inc.(多倫多證券交易所股票代碼:UCU)(場外交易代碼:UURAF)(“Ucore” 或 “公司”)欣然宣佈修訂和延長與Orca Holdings, LLC(“Orca”)於2023年12月22日達成的某些債務協議。
Ucore董事長兼首席執行官帕特·瑞安表示:“我們對Orca支持公司長期債權人地位的願景和願望感到滿意。”“隨着我們在公司的戰略計劃方面繼續取得良好進展,與這些信貸協議修正案相關的時間表與Ucore的長期業務目標一致。中國最近宣佈的禁止出口稀土分離技術的禁令凸顯了這一關鍵節點在供應鏈中的重要性,我們認爲Ucore完全有能力爲這些關鍵材料的獨立北美供應做出貢獻。”
該公司是Orca提供的金額爲115萬美元的短期擔保信貸額度(“2022年信貸額度”)的當事方,該信貸額度隨後由公司全額提取(“2022年信貸額度協議”)。2022年信貸額度協議計劃於2024年3月31日到期。雙方已同意延長該信貸額度的期限,修改後的到期日爲2026年1月31日。雙方還同意將2022年信貸額度的年利率維持在9%不變。先前向Orca發行的與2022年信貸額度協議相關的總共115萬份認股權證被視爲與2022年信貸額度修訂協議的執行同時到期。作爲將2022年信貸額度的到期日延長至2026年1月31日的對價,將向Orca發行總共150萬份認股權證,每份認股權證授權Orca以0.89美元的行使價收購公司的一股普通股(“普通股”)。這些認股權證的期限將於2026年1月31日結束。
該公司是Orca第二筆金額爲100萬美元的短期擔保信貸額度(“2023年信貸額度”)的當事方,該信貸額度隨後由公司全額提取(“2023年信貸額度協議”)。2023 年信貸額度協議計劃於 2023 年 12 月 31 日到期。但是,雙方已同意延長該融資的期限,修改後的到期日爲2026年1月31日。此外,雙方已同意將2023年信貸額度的可用本金增加至220萬美元。雙方同意將2023年信貸額度的年利率維持在10%不變。先前向Orca發行的與2023年信貸額度協議相關的總共100萬份認股權證被視爲與2023年信貸額度修正協議的執行同時到期。考慮到將2023年信貸額度的到期日延長至2026年1月31日並增加貸款金額,將向Orca發行總共2900,000份認股權證,每份認股權證授權Orca以0.89美元的行使價收購一股普通股。這些認股權證的期限將於2026年1月31日結束。
最後,該公司是向Orca支付的金額爲964,927.81美元的有擔保定期貸款(“定期貸款”)的當事方,該貸款的到期日爲2024年11月30日。但是,雙方已簽署協議,將本定期貸款的到期日延長至2027年1月31日(“定期貸款協議”)。雙方還同意將定期貸款的年利率保持在9%。先前向Orca發行的與定期貸款有關的行使價爲0.85美元的總共100萬份認股權證被視爲與定期貸款協議的執行同時到期。作爲將定期貸款到期日延長至2027年1月31日的對價,將向Orca發行總共120萬份認股權證,每份認股權證使Orca有權以0.89美元的行使價收購一股普通股。認股權證的期限於2027年1月31日結束。
上述認股權證包含行使認股權證的先決條件,即如果認股權證行使會導致Orca對Ucore的所有權(按部分攤薄計算)超過借款人資本中已發行和流通股份總額的19.99%,則不得行使。本新聞稿中描述的新認股權證的發行須經過多倫多證券交易所風險交易所的事先審查和接受。
Orca由Ucore董事會成員蘭迪·約翰遜先生全資擁有。與Orca的上述交易被視爲第61-01號多邊文書(“MI 61-101”)所指的關聯方交易。這些交易不受MI 61-101的正式估值和少數股東批准要求的約束,因爲就涉及利益相關方的而言,該交易標的物的公允市場價值和對價的公允市場價值均不超過公司市值的25%。
不會因交易的完成而設立新的內部人士和控制人員。
上述交易已由公司董事會審查並一致批准。沒有成立任何特別委員會來談判、審查和批准《2022年信貸額度修正協議》、《2023年信貸額度修正協議》或《定期貸款修正協議》;相反,這些協議是由公司談判達成的,約翰遜宣佈了自己的衝突並投了棄權參加董事會的審議。由於延長2022年信貸額度、2023年信貸額度或定期貸款的到期日,沒有支付任何現金對價,也沒有就這些延期向任何人支付任何佣金或類似費用。由於直到2023年12月22日才原則上商定債務協議延期的條款,公司將在預計交易完成日期前不到21天提交重大變更報告。關於上述債務延期和協議,Orca由Fasken Martineau Dumoulin LLP代理,該公司由米勒·湯姆森律師事務所代理。
關於 Ucore Rare Metals Inc.
Ucore專注於具有生產、增長和可擴展潛力的稀有金屬和關鍵金屬資源、開採、選礦和分離技術。Ucore的願景和計劃是成爲領先的先進技術公司,爲採礦和礦物開採行業提供一流的金屬分離產品和服務。
Ucore在多倫多證券交易所上市,交易代碼爲 “UCU”,在美國場外交易市場OTCQX最佳市場上市,股票代碼爲 “UURAF”。