Mr. Peter Manuel reports
UCORE ANNOUNCES AUTOMATIC CONVERSION OF DEBENTURES
The last $1.1-million of the convertible debentures that were issued by Ucore Rare Metals Inc. in May of 2020 have been automatically converted into equity as a result of the triggering of a conversion clause in the debenture agreement related to the company's share price over the past 20 trading days. As a result of the automatic conversion, the company today issued 1,222,219 units and none of the debentures remain outstanding.
A total of 2,800 convertible debentures were originally issued in May of 2020 at a price of $1,000 per debenture and they bore interest at 7.5 per cent per annum. The terms of the debentures were amended in 2024 (see the company's press release dated Jan. 11, 2024). After the amendment, the debentures had a maturity date of Jan. 31, 2026. The amended conversion price was 90 cents per unit, with each unit consisting of one common share of the company plus one-half common share purchase warrant. Each full warrant is exercisable by the holder to purchase one common share at a price of $1.30 per share for a period ending on the maturity date of the debentures, being Jan. 31, 2026.
Pursuant to the terms of the debenture agreement, the outstanding principal amount of each convertible debenture is to be automatically converted into units at the conversion price (90 cents) if the common shares traded at a closing price of $2.20 or more on the TSX Venture Exchange for 20 consecutive trading days. On Sept. 2, 2025, the company's common shares traded at a closing price above $2.20 for the 20th consecutive trading day. As a result, the debentures automatically converted into units of the company as outlined above.
Since May of 2020, and prior to the triggering of the automatic conversion, a total of 1,700 debentures had already been converted to units of the company at the election of the holders or repaid. As a result of the automatic conversion, the remaining 1,100 debentures have now been converted, resulting in the issuance of 1,222,219 common shares and 611,108 warrants, with the above-noted terms.
Certain of the convertible debentures which were automatically converted were owned by a related party of the company. Specifically, Pat Ryan (Ucore's chairman and chief executive officer) held 10 of the convertible debentures (representing a principal amount of $10,000). The above-described transaction with Mr. Ryan is considered to be a related party transaction within the meaning of Multilateral Instrument 61-01 -- Protection of Minority Security Holders in Special Transactions. The transaction is 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.
About Ucore Rare Metals Inc.
Ucore is focused on rare-earth 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.
Through strategic partnerships, this plan includes disrupting the People's Republic of China's control of the North American REE supply chain through the near-term development of a heavy and light rare-earth processing facility in the U.S. state of Louisiana, subsequent SMCs 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 (Bokan).
Ucore is listed on the TSX-V 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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