This press release is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
KETCHIKAN, Alaska, March 13, 2024 /CNW/ - This release is being made by Randy Johnson to report information concerning holdings of Mr. Johnson and Orca Holdings, LLC (collectively, the "Acquiror") in Ucore Rare Metals Inc. (the "Issuer" or "Ucore"). Orca Holdings, LLC ("Orca") is wholly owned by Mr. Johnson, serving as a holding company for Mr. Johnson's securities holdings. Mr. Johnson has been a director of Ucore since October 6, 2020.
On March 12, 2024 , the Acquiror acquired an aggregate of 5,600,000 common share purchase warrants of the Issuer (the "Bonus Warrants") in connection with the execution of agreements to amend and restate (the "Amended and Restated Loan Agreements") three loan agreements involving the parties, as further described below.
In consideration for agreeing to amend and extend the aforementioned loan agreements, the Issuer granted an aggregate of 5,600,000 Bonus Warrants to the Acquiror, with each Bonus Warrant entitling the holder to acquire one common share of the Corporation (a "Common Share") at an exercise price of CAD$0.89 per share. Out of these 5,600,000 Bonus Warrants, 1,200,000 Bonus Warrants will expire on January 31, 2027, with the remaining 4,400,000 Bonus Warrants expiring on January 31, 2026. Each Bonus Warrant, and underlying Common Share, is subject to a restricted period such that the holder must not trade the security before the date that is four months and one day after the date of issue.
Any unexercised Common Share purchase warrants of the Issuer that were previously issued in connection with the aforementioned loan agreements, prior to the amendments and extensions contemplated hereby, are deemed to have expired concurrently with the execution of the Amended and Restated Loan Agreements.
The Acquiror's Holdings of Ucore
As at the date of this press release, the Issuer reports having 61,819,425 Common Shares issued and outstanding.
Prior to the implementation of the transactions described above, the Acquiror directly or indirectly held beneficial ownership of, and control and direction over, a total of 7,927,406 Common Shares, 5,035,000 warrants and 350,000 stock options, representing approximately 12.82% of the issued and outstanding Common Shares (on a basic, non-diluted basis) or approximately 19.81% upon the exercise of the warrants and the stock options (on a partially diluted basis).
Following the completion of the transactions described above regarding the Amended and Restated Loan Agreements, the Acquiror directly or indirectly holds beneficial ownership of, and control and direction over, a total of 5,035,000 Common Shares, 1,885,000 "normal" warrants, 350,000 stock options and 5,600,000 Bonus Warrants (which are "conditional", as further described below), representing approximately 12.82% of the issued and outstanding Common Shares (on a basic, non-diluted basis) or approximately 22.63% upon the exercise of the warrants, the stock options and the Bonus Warrants (on a partially diluted basis). Notwithstanding the foregoing, the Bonus Warrants contain a condition precedent to their exercise such that no Bonus Warrant shall be exercisable if such exercise would cause the Acquiror's ownership of the Issuer, as calculated on a partially diluted basis, to exceed 19.99%.
Amended and Restated Loan Agreements
Orca has been a secured creditor of the Issuer since March 30, 2019 when Orca first provided a term loan to the Issuer.
Prior to entering into the Amended and Restated Loan Agreements on December 22, 2023, the Acquiror and the Issuer were parties to the following three loan agreements:
| (a) | the agreement dated March 30, 2019 (together with subsequent amending agreements, the "2019 Term Loan Agreement") for the secured term loan from the Acquiror to the Issuer, which has a current principal amount owing of USD$964,927.81 and an interest rate of 9%, and, prior to the amendments contemplated hereby, had a maturity date of November 30, 2024 (the "2019 Term Loan"); |
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| (b) | the agreement dated July 20, 2022 (together with subsequent amending agreements, the "2022 Line of Credit Agreement") for a short-term secured line of credit from the Acquiror to the Issuer, which has a current principal amount of USD$1.15 million and an interest rate of 9%, and, prior to the amendments contemplated hereby, had a maturity date of March 31, 2024 (the "2022 Line of Credit"); and |
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| (c) | the agreement dated May 9, 2023 (the "2023 Line of Credit Agreement" and collectively with the 2019 Term Loan Agreement and the 2022 Line of Credit Agreement, the "Loan Agreements") for a second short-term secured line of credit from the Acquiror to the Issuer, which has an interest rate of 10% and, prior to the amendments contemplated hereby, had a principal amount of USD$1.0 million (which was subsequently drawn down in full by the Issuer) and a maturity date of December 31, 2023 (the "2023 Line of Credit"). |
On December 22, 2023, the Acquiror and the Issuer amended and extended the above-listed debt arrangements by entering into the Amended and Restated Loan Agreements. Specifically, the parties to the Loan Agreements agreed to:
| (a) | extend the maturity date of the 2019 Term Loan to January 31, 2027; |
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| (b) | extend the maturity dates of the 2022 Line of Credit and the 2023 Line of Credit to January 31, 2026; and |
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| (c) | increase the available principal amount of the 2023 Line of Credit to USD$2.2 million. |
These three secured loans have no impact on the Acquiror's holding of voting securities of the Issuer. None of these loans are convertible into voting shares of the Issuer.
Other Information
The securities referred to above were acquired for investment purposes and not for the purpose of exercising control or direction over the Issuer. The Acquiror may, from time to time, increase or decrease its shareholdings or continue to hold the Issuer's securities as the Acquiror may determine appropriate in the normal course of investment activities.
The Acquiror is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended ("1933 Act")) and acquired the securities referred to above pursuant to available exemptions from registration under the 1933 Act and applicable state securities laws. In regard to National Instrument 45-106 "Prospectus Exemptions", the securities were issued pursuant to the prospectus exemption found at section 2.24 of that instrument.
The Issuer is located in 210 Waterfront Drive, Suite 106, Bedford, Nova Scotia, Canada B4A 0H3, and the Acquiror is located in P.O. Box 8158, Ketchikan, Alaska, USA, 99901. A copy of the report filed under applicable Canadian securities laws by the Acquiror in connection with the transactions referred to in this press release may be obtained from the Acquiror via email (michelles@tylerrental.com) or telephone (907-228-5356), or on the SEDAR+ profile of the Issuer at www.sedarplus.ca.
SOURCE Randy Johnson
For further information: michelles@tylerrental.com