Ucore Announces Option to Purchase IBC Advanced Technologieshttps://www.goldseiten.de/artikel/323058--Ucore-Announces-Option-to-Purchase-IBC-Advanced-Technologies-Inc.html
HALIFAX, NOVA SCOTIA--(Marketwired - Mar 13, 2017) - Ucore Rare Metals Inc. (TSX VENTURE:UCU)(OTCQX:UURAF) ("Ucore" or the "Company") is very pleased to announce that it has entered an option to purchase agreement (the "Option to Purchase Agreement", "Option" or "Agreement") with IBC Advanced Technologies, Inc. of American Fork, Utah ("IBC") and its shareholders whereby Ucore has an option to purchase the outstanding shares of IBC.
Ucore has paid a total of USD$650,000 in consideration for the Option, which expires on March 14, 2019.
Under the terms of the Option to Purchase Agreement:
- Outstanding Shares - Ucore shall have the right to purchase the outstanding shares of IBC in exchange for cash consideration totaling USD$10,000,000 and a grant of 10,000,000 units (the "Units").
- Units - Each Unit shall consist of one common share of Ucore (the "Common Shares"), plus one half of a common share purchase warrant (the "Warrants").
- Warrants - Each full Warrant shall entitle the holder to acquire one additional Common Share of Ucore at a strike price equal to the market price of the common shares of Ucore as of the date on which the Option is executed.
- Performance Incentives - Upon the execution of the Option, IBC key personnel shall receive performance incentives and payments totaling 7% of annual EBITDA for each of the first 5 years of operations subsequent to the execution of the Option.
"This Option to Purchase Agreement is a major milestone for Ucore," said Jim McKenzie, President and CEO of Ucore. "IBC is already a world leader in Molecular Recognition Technology (MRT) for the mining industry, with an existing customer base spanning several continents and including majors such as Asarco Grupo Mexico (USA), Impala Platinum of South Africa, Tanaka Kikinzoku K.K. of Japan, Sino Platinum of China and LS Nikko of Korea. Remarkably, this initiative places us in a position to assume and accelerate a business platform that IBC has established over almost 30 years in business."
"IBC and Ucore offer a high degree of synergy as a combined entity," continued McKenzie. "IBC brings with it an unsurpassed expertise in this revolutionary nanoscience, plus existing infrastructure, operational and production expertise, and an extensive existing customer base. Conversely, Ucore and its personnel bring a wide-ranging background in the financial markets, IP licensing regimes, and the scaling of proven technology platforms for accelerated growth. All of this comes at a time when disruptive materials technologies are transforming prior business models in the fields of transportation, energy storage and supercomputing. The opportunity to guide this change is significant."
"The IBC intellectual property and know-how comprises dozens of customized molecules in the existing SuperLig® product catalog," said Peter Manuel, Vice President & CFO of Ucore. "SuperLig® is an advanced nanotechnology. It represents best-of-breed American materials science and innovation, capable of appropriating metals in polymetallic environs with high precision, selectivity, speed and recovery. IBC and Ucore benefit from the advisory expertise of Dr. Reed M. Izatt, molecular recognition pioneer and Professor Emeritus of Brigham Young University, USA, as well as Dr. Jean Marie Lehn, Nobel Laureate and a Director of the Institut de Science et d'Ingnierie Supramolculaires of the Universit de Strasbourg, France. We're honored to be in the company of these giants in the field of macrocyclic science."
Prior Agreements
The completion of License Fee payments under the Company's previously announced Licensing Agreement with IBC (see Ucore Press Release dated March 3, 2015) in the amount of USD$2.9 million is a condition precedent to the execution of the Option Agreement. As of the current date, Ucore has already completed payments totaling USD$1.9 million against that total, with USD$1 million remaining outstanding.
The Licensing Agreement, calls for the creation of a joint venture ("JV") between the companies, whereby the JV would have the exclusive rights to IBC's Superlig® Molecular Recognition Technology for rare earth separation, certain recycling applications, and tailings processing applications.