Mr. Peter Manuel reports

UCORE ANNOUNCES AMENDMENTS TO CERTAIN DEBT ARRANGEMENTS

Ucore Rare Metals Inc. has made amendments to certain previously issued convertible debentures with a current maturity of May 31, 2024 (the 2020 convertible debentures), and has made further amendments to certain debt agreements with Orca Holdings LLC.

The 2020 convertible debentures were originally sold and issued by the company in May, 2020. These unsecured 2020 convertible debentures bear interest at a rate of 7.5 per cent payable semi-annually. 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.

As previously announced, 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 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. For further information regarding the 2020 convertible debentures and the company's intention to extend the term of these securities, please see the company's press release dated Jan. 11, 2024.

As of the date of this press release, holders of a total of 1,115 of the 2020 convertible debentures, representing an aggregate face value of $1,115,000, have agreed to an extension in accordance with the terms described herein. The anticipated amendments to the terms of these 2020 convertible debentures are conditional upon 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 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.

Further, the company is pleased to announce amendments to certain debt agreements with Orca Holdings LLC. Immediately following specified amendments and extensions to debt arrangements between the parties, which are described in Ucore's press release dated Dec. 22, 2023, the company was party to two short-term secured lines of credit from Orca in the maximum principal amount of $2.0-million (U.S.) (the 2022 line of credit) and $2.2-million (U.S.) (the 2023 line of credit), respectively. In consideration for extending the due date of these lines of credit to Jan. 31, 2026, the company issued a total of 4.4 million warrants to Orca, with each warrant entitling Orca to acquire one common share at an exercise price of 89 cents. These warrants have a term ending on Jan. 31, 2026.

Ucore and Orca have since agreed to further amend their debt arrangements regarding the 2022 line of credit and the 2023 line of credit, and have entered into amending agreements in connection with these amendments. Specifically, the parties have agreed to: increase the credit limit under the 2023 line of credit from $2.2-million (U.S.) to $3.2-million (U.S.); and amend the interest payment terms of both the 2022 line of credit and the 2023 line of credit in accordance with the following:

1. Whereas interest was previously payable on maturity, interest will now be payable quarterly, unless the company would have less than $2.0-million in cash after such interest payment;
2. In the event that the company would have less than $2.0-million in cash after a quarterly interest payment:
   1. The interest will not be payable at that time;
   2. Interest will compound on unpaid interest at the rate outlined in the applicable debt agreements between the parties (as amended);
   3. Unpaid interest will be added to the next quarterly interest payment.

In consideration for the stated amendments to the 2023 line of credit the company has agreed to issue 1.3 million additional warrants to Orca, with each warrant entitling Orca to acquire one common share at an exercise price of 75 cents per share until Jan. 31, 2026. The warrants will 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 per cent of the aggregate of the issued and outstanding shares in the capital of Ucore. The issuance of the new warrants described in this press release is subject to the prior review and acceptance of the TSX-V.

Orca is wholly owned by Randy Johnson, a member of Ucore's board of directors. The 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. 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 will be created in connection with the closing of the transactions contemplated by this press release.

The 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 amending agreements. 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 latest amendments to the 2022 line of credit and the 2023 line of credit, and no commissions or similar fees were paid to any person with respect to those amendments. 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 amendments to the debt agreements were not agreed upon in principle until recently.

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 U.S. 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 heavy rare earth element project on Prince of Wales Island in southeastern 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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