Ucore Completes $8.1 Million Shareholder Rights Offering

Halifax, Nova Scotia–(Newsfile Corp. – October 25, 2019) – Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX: UURAF) (“Ucore” or the “Company”) is pleased to announce the completion of its rights offering (the “Rights Offering” or “RO”), which expired at 5:00 pm EDT on October 23, 2019. The Rights Offering will result in the expected issuance of approximately 80,986,555 common shares of Ucore (“Common Shares”) at a price of $0.10 CAD per share for gross proceeds of approximately $8,098,656 CAD.

Ucore is now working with its subscription agent to process the subscriptions and the exact amounts exercised under the basic subscription privilege and the additional subscription privilege in connection with the Rights Offering. The Company will provide further details, including information required by National Instrument 45-106 – Prospectus Exemptions, once available. The closing of the Rights Offering and the issuance of the underlying Common Shares are expected to occur in the next few business days.

“The completion of the Rights Offering provides an important source of increased momentum at a crucial point in Ucore’s growth curve,” said Jim McKenzie, President & CEO of Ucore. “It represents one of the most significant single-round infusions of equity capital ever for Ucore. Perhaps most remarkable is the level of participation from investors not typical to public financings. The substantial capital injection affords us the fire-power to pursue even more significant infusions from the State of Alaska and U.S. Federal initiatives.”

“We’d like to mark the moment by expressing our deep appreciation for the confidence that our shareholders have signaled to us,” said Mike Schrider, COO of Ucore. “That confidence deepens our determination to deliver on our vision for Ucore’s comprehensive M3 Plan of Action, and to the promise of an independent US-based Heavy REE supply chain serving the most critical and fastest-growing American industries.”

“Interest in this Rights Offering has been exceptional. Regrettably, a significant number of Ucore shareholders were deemed ineligible to participate in this Rights Offering due to limited timing, regulatory and locational issues associated with the particular RO subscription process that circumstances dictated we select,” said Peter Manuel, CFO of Ucore. “However, we thank all of our shareholders for their extraordinary level of continued support of Ucore. A special word of thanks to our major shareholders and insiders for their avid participation in this financing process.”

About Ucore

Ucore Rare Metals is a company focused on rare and critical metals resources, extraction and beneficiation technologies with near term potential for production, growth, and scalability. The Company has a 100% ownership stake in the Bokan-Dotson Ridge Rare Earth Project. On March 31, 2014, Ucore announced the unanimous support of the Alaska State Legislature for Senate Bill 99 (2014), which authorized the AIDEA to issue up to USD $145 million in bonds for the infrastructure and construction costs of the Bokan-Dotson Ridge Rare Earth Project.

Ucore’s vision and plan is to transition to become a leading advanced technology company that provides mineral separation products and services to the mining and mineral extraction industry. This vision includes the development of the Alaska SMC in Southeast Alaska and the development of the Company’s rare earth minerals property located at Bokan Mountain in Alaska (an NI-43-101 technical report was filed on SEDAR on March 14, 2013).

For further information, please contact Mr. Jim McKenzie, President & CEO of Ucore Rare Metals Inc. at: +1 (902) 482-5214 or visit <http://www.ucore.com>.

Cautionary Notes

This press release includes certain statements that may be deemed “forward-looking statements”. All statements in this release (other than statements of historical facts) that address future business development and/or acquisition activities (including any related required financings), timelines, litigation outcomes, events or developments that the Company expects, are forward looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance or results and actual results or developments may differ materially from those in forward-looking statements. Ucore has assumed that its rights offering and the issuance of its underlying common shares will occur within the next few business days. Regarding Ucore’s M3 Plan of Action and the disclosure in the “About Ucore” section above, the Company has assumed that it will be able to procure or retain geometallurgy partners and/or suppliers, including a solvent extraction (“SX”) partner or SX supplier for Ucore’s expected future Alaska Strategic Metals Complex (“Alaska SMC”). Ucore has also assumed that sufficient external funding will be found to prepare a new NI 43-101 technical report that demonstrates that the Bokan Project is feasible and economically viable for the production of both REE and co-product mineral materials and metals and the then prevailing market prices based upon assumed customer off-take agreements. Ucore has also assumed that sufficient external funding will be found to develop the specific engineering plans for the Alaska SMC and its construction. Ucore has also assumed that it will in the near future be able to obtain interim financing and sufficient additional financing to acquire IBC Advanced Technologies, Inc. (“IBC”) in compliance with the terms contemplated in the existing agreements with IBC and its shareholders holding a majority of its shares. Ucore has also assumed that there will be no material adverse findings in its upcoming expected comprehensive due diligence review of IBC. Factors that could cause actual results to differ materially from those in forward-looking statements include: Ucore not being able to procure an SX partner or supplier for the Alaska SMC; Ucore not being able to raise sufficient funds to fund the specific design and construction of the Alaska SMC and/or acquire IBC (including the non-acquisition payments owed under the previous and existing agreements with IBC); adverse capital market conditions; unexpected due diligence findings; unexpected or adverse outcomes in the currently outstanding litigation matters between Ucore and IBC; resistance to or noncompliance by IBC or its key shareholders with the existing agreements; the emergence of alternative superior metallurgy and metal separation technologies; the inability of IBC to retain its key staff members and clients; the inability of IBC to protect its intellectual property; unexpected transaction costs or other deal completion setbacks; a change in the legislation in Alaska and/or in the support expressed by AIDEA regarding the development of Bokan; the availability and procurement of any required interim and/or long-term financing that may be required; and general economic, market or business conditions.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined by the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/49136

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