Mr. Pat Ryan reports

UCORE MAKES ANNOUNCEMENT REGARDING CONVERTIBLE DEBENTURES

Ucore Rare Metals Inc. has anticipated amendments to, and the extension of, previously issued convertible debentures with a current maturity of May 31, 2024.

The 2020 convertible debentures were originally sold and issued by the company in May of 2020. On May 21 and May 29, 2020, the company issued 1,280 and 1,520 of the 2020 convertible debentures, respectively, with a face value of $1,000 each for total gross proceeds of $2.8-million. These unsecured 2020 convertible debentures bear interest at a rate of 7.5 per cent payable semi-annually and were set to mature on May 31, 2024. As of Jan. 11, 2024, a total of 1,255 of the 2020 convertible debentures remain outstanding, of which 600 are held by Concept Capital Management Ltd. (representing a principal amount of $600,000).

Key conversion features of the 2020 convertible debentures were as follows. At any time during the term of the 2020 convertible debentures, a holder may elect to convert the outstanding net principal amount, or any portion thereof, into units at a conversion price of $1.20 per unit. Each unit shall consist of one common share of the company and one-half of a warrant with each whole warrant entitling the holder to acquire a common share at an exercise price of $1.80 for a period ending on the maturity date.

The company intends to extend the term of the 2020 convertible debentures so that the new maturity date will be Jan. 31, 2026. Further, the company intends to incorporate the following amended conversion features. At any time during the term of the 2020 convertible debentures, a holder may elect to convert the outstanding net principal amount, or any portion thereof, into units at a conversion price of 90 cents per unit. Each unit shall consist of one common share of the company and one-half of a warrant with each whole warrant entitling the holder to acquire a common share at an exercise price of $1.30 for a period ending on the maturity date. In consideration for the extension and amendments, the company will pay a restructuring fee equal to six months of interest. The other terms of the 2020 convertible debentures will remain unchanged.

The anticipated amendments to the terms of the 2020 convertible debentures will be conditional upon confirmatory negotiations with holders of these debentures and the approval of the TSX Venture Exchange.

Certain of the 2020 convertible debentures are owned by related parties of the company. Specifically, Pat Ryan (Ucore's chairman and chief executive officer) holds 10 of the 2020 convertible debentures (representing a principal amount of $10,000), and Peter Manuel (Ucore's chief financial officer) holds 25 of the 2020 convertible debentures (representing a principal amount of $25,000). The above-described transactions with Mr. Ryan and Mr. Manuel are considered to be related-party transactions within the meaning of Multilateral Instrument 61-01 (Protection of Minority Security Holders in Special Transactions). 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 per cent of the company's market capitalization. No new insiders and no control persons were created in connection with the closing of the transactions.

In addition to the amendments of the terms of the 2020 convertible debentures, the company hereby announces its plans to complete a non-brokered private placement of new convertible debentures for aggregate gross proceeds of $1.5-million. Proceeds from the offering are to be used for general working capital purposes.

Pursuant to the offering, the company expects to issue 1,500 convertible debentures at a price of $1,000 per 2024 convertible debenture. The 2024 convertible debentures will bear interest at a rate of 7.5 per cent, payable semi-annually on the last day of June and December of each year, commencing on June 30, 2024. The 2024 convertible debentures will have an approximately two-year term with the principal amount being due to be repaid in full by the company on Jan. 31, 2026. The 2024 convertible debentures will be unsecured. At any time during the term of the 2024 convertible debentures, a holder may elect to convert the outstanding net principal amount, or any portion thereof, into units at a conversion price of 75 cents per unit. Each unit shall consist of one common share of the company and one-half of a warrant, with each whole warrant entitling the holder to acquire a common share at an exercise price of $1.05 for a period ending on the maturity date of the 2024 convertible debentures. The issuance of the 2024 convertible debentures, the units and any underlying common shares shall be completed on a private placement and prospectus exempt basis such that the issuances shall be exempt from any applicable prospectus and securities registration requirements. The company may pay finders' fees related to the offering to eligible finders. The company expects to close the offering on or about Jan. 25, 2024.

Pursuant to National Instrument 45-102, the 2024 convertible debentures and any underlying units or common shares to be issued upon conversion or exchange of these securities will be subject to a four-month hold period commencing on the closing date of the offering. Additional hold periods and/or trading or resale restrictions may also apply in the United States.

The above-described transactions are subject to the approval of the company's board of directors. The company will file a material change report fewer than 21 days before the expected date of the closings of the transactions since the terms of the transactions were not agreed upon in principal until Jan. 11, 2024.

About Ucore Rare Metals Inc.

Ucore is focused on rare and critical metal resource, extraction, beneficiation and separation technologies with the potential for production, growth and scalability. Ucore's vision and plan are to become a leading advanced technology company, providing best-in-class metal separation products and services to the mining and mineral extraction industry.

Through strategic partnerships, this plan includes disrupting the People's Republic of China's control of the North American rare earth element supply chain through the near-term establishment of a heavy and light rare earth processing facility in the United States state of Louisiana, subsequent strategic metal complexes in Canada and Alaska, and the longer-term development of Ucore's 100-per-cent-controlled Bokan-Dotson Ridge rare heavy REE project on Prince of Wales Island in southeast Alaska, United States.

Ucore is listed on the TSX Venture Exchange under the trading symbol UCU and in the United States on the OTC Markets' OTCQX Best Market under the ticker symbol UURAF.

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