Ucore Rare Metals Inc. V.UCU

Update on investor

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UCORE RARE METALS INC. ("UCU")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: May 18, 2016
TSX Venture Tier 2 Company 

TSX Venture Exchange has accepted for filing documentation an Oil Sand Production Profit Participation Agreement dated December 8, 2015, amended on March 2, 2016 and May 16, 2016 (collectively, the "Agreement") between Ucore Rare Metals Inc. (the "Company") and Concept Capital Management (the "Investor"), whereby the Investor will receive a royalty (the "Royalty") on the sale of products and services of the Company related to the processing of rare earth elements and other specialty metals and critical materials utilizing SuperLig Molecular Recognition Technology ("MRT"). In consideration, the Investor will provide USD$5,000,000 to the Company, with an option to increase the Royalty by up to 1% for an additional USD$1,000,000 on or before August 31, 2016.

The Royalty will be comprised of two components: (i) a Gross Royalty equal to 2% of gross sales from the Company's first MRT installation or installations, payable until the recapture of the initial Investment; and thereafter (ii) a Net Smelter Royalty ("NSR") equal to 2% of the net profits from the installation. The Royaly (minus any amounts already then paid by the Company) may be converted into common shares units of the Company ("Units") at the option of the Investor. Each Unit comprises of one common shares and one common share purchase warrant at an exercise price of $0.38 for up to 36 months from the date of issuance. If the Investor elects to convert such amount, then the Company's Royalty obligations shall cease and the conversion amount shall be converted into common shares at the greater of: (i) the 30 day volume weighted average share price of Shares less a 20% discount; or (ii) the Market Price of Shares on the day immediately prior to the conversion date less a 20% discount; or (iii) $0.29 per Share.

Insider / Pro Group Participation: None.

Finder's Fees: 1,396,552 warrants ("Finder Warrants") will be payable to Mezzo Consulting. Each Finder Warrant is exercisable for one common share at a price of $0.29 per Share.

For further information, please refer to the Company's press releases dated December 14, 2015, March 3, 2016 and May 18, 2016.