TORONTO, ONTARIO–(Marketwired – June 9, 2016) –
This press release is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
On May 27, 2016, Ucore Rare Metals Inc. (the “Issuer“) completed a transaction whereby an existing SuperLig MRT production profit participation/royalty (the “Profit Participation“) was increased to CAD$7.3 million and then converted (the “Conversion“) into units of the Issuer (the “Units“), pursuant to a previously-announced agreement between the Issuer and Concept Capital Management Ltd. (the “Offeror“), dated December 8, 2015, as amended on March 4, 2016 and May 16, 2016 (the “Profit Participation Agreement“).
Each Unit issued in connection with the Conversion was comprised of one common share in the capital of the Issuer (each, a “Common Share“) and one Common Share purchase warrant (each, a “Warrant“). Each Warrant entitles the holder to acquire one additional Common Share at a price of CAD$0.38 per Common Share for a period of three years from the issuance date of the Warrant.
Immediately prior to the Conversion, the Offeror directly or indirectly held beneficial ownership of, and control and direction over, 22,633,945 Common Shares and 14,157,895 Warrants, representing approximately 9.4% of the issued and outstanding Common Shares (on a non-diluted basis) or approximately 14.4% upon exercise of the Warrants (assuming the exercise of all of the Warrants beneficially owned by the Offeror, and that no other securities, including those convertible into, or exercisable for, the Issuer’s securities, are issued, converted or exercised).
Pursuant to the Conversion, the Offeror converted CAD$1.0 million of its investment in the Profit Participation in exchange for 3,448,276 Units, comprised of 3,448,276 Common Shares and 3,448,276 Warrants. The Units were acquired by the Offeror at a Conversion rate or price of CAD$0.29 per Unit.
Accordingly, immediately following the completion of the Conversion, the Offeror directly or indirectly holds beneficial ownership of, and control and direction over, a total of 26,082,221 Common Shares and 17,606,171 Warrants, representing approximately 9.8% of the issued and outstanding Common Shares (on a non-diluted basis) or approximately 15.3% upon exercise of the Warrants (assuming the exercise of all of the Warrants beneficially owned by the Offeror, and that no other securities, including those convertible into, or exercisable for, the Issuer’s securities, are issued, converted or exercised).
The Units referred to above were acquired for investment purposes. The Offeror elected to convert CAD$1.0 million of its investment in the Profit Participation in exchange for 3,448,276 Units so that the Offeror could progressively expand its ownership position in the Issuer, giving the Offeror broader exposure to all of the Issuer’s economic opportunities rather than earn payments derived from an individual production stream.
The Offeror and/or one or more of its affiliates may, depending on market and other conditions, increase or decrease its beneficial ownership of Common Shares or other securities of the Issuer whether in the open market, by privately negotiated agreement or otherwise.
The Offeror is an “accredited investor” (as such term is defined in National Instrument 45-106 – Prospectus Exemptions adopted by the Canadian Securities Administrators (“NI 45-106“)) because the Offeror is a “person” (as such term is defined in NI 45-106) in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are “accredited investors”.
The Issuer is located at 210 Waterfront Drive, Suite 106, Bedford, Nova Scotia, B4A 0H3. The Offeror is located at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH 96960, Majuro, Marshall Islands. A copy of the early warning report to which this news release relates can be obtained from CCM LTD E-mail email@example.com or on the SEDAR profile of the Issuer at www.sedar.com.