Ucore Rare Metals Inc. Announces Filing of Preliminary Short Form Prospectus
March 15, 2013 (Source: Marketwire) Halifax, NS — Ucore Rare Metals Inc (TSX VENTURE:UCU) announced today that it has obtained a receipt for the filing of a preliminary short form prospectus dated March 15, 2013, in all of the provinces of Canada, except Québec, in respect of an offering (the “Offering”) of units of the Company (the “Units”). Each Unit will be comprised of one common share in the capital of the Company (a ” Common Share”) and one half of one Common Share purchase warrant (the “Warrants”, and each a “Warrant”). The price of each unit will be determined prior to the filing of the final short form prospectus (the “Offering Price”). Each whole Warrant will entitle the holder thereof to purchase one Common Share for a period to be determined prior to the filing of the final short form prospectus. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the acceptance of the TSX Venture Exchange.
The Offering will be conducted on a best efforts agency basis. Byron Capital Markets Ltd., as Canadian agent, and Knight Capital Americas LLC, as United States agent, are the agents for the Offering (collectively, the “Agents”). The Agents will be granted an option (the “Over-Allotment Option”), exercisable at any time until 30 days following the closing of the Offering, to sell up to such number of additional Units at the Offering Price or additional Warrants at the Offering Price less the value of the Common Shares, as is equal to 15% of the number of Units sold pursuant to the Offering, to cover over-allotments, if any, and for market stabilization purposes.
In consideration for the services to be rendered by the Agents under the Offering, the Agents will receive a cash commission of 6% of the gross proceeds of the Offering (including any Units issued as a result of the exercise of the Over-Allotment Option). The Agents will also receive broker warrants to purchase an aggregate number of Common Shares equal to 6% of the number of Units issued under the Offering (including Units issued upon exercise of the Over-Allotment Option).
The Company plans to use the proceeds of the Offering to fund continued development of the Bokan Mountain / Dotson Ridge property in Alaska, including environmental studies and permitting, continued metallurgical testing including pilot plant scale magnetic sorting and extraction testing, additional field drilling and preparation of a feasibility study and for working capital and general corporate purposes.
The Company is a development-phase mining company focused on establishing rare metal resources with near term production potential. With multiple projects across North America, the Company’s primary focus is the 100% owned Bokan Mountain / Dotson Ridge REE property in Alaska. The Bokan Mountain / Dotson Ridge REE property is located 60 km southwest of Ketchikan, Alaska and 140 km northwest of Prince Rupert, British Columbia and has direct ocean access to the western seaboard and the Pacific Rim.
Note: A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in certain jurisdictions of Canada. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from Byron Capital Markets Ltd. at firstname.lastname@example.org. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.
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This press release contains “forward-looking statements” within the meaning of applicable Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward- looking terminology. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that are contained herein, except in accordance with applicable securities laws. Further information on the Company is available under the Company’s profile at www.sedar.com.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the United States, and may not be offered or sold, directly or indirectly, in the United States or to “U.S. persons”, as such term is defined in Regulation S under the U.S. Securities Act (“U.S. Persons”), unless registered under the U.S. Securities Act and applicable securities laws of any state of the United States or in reliance on an exemption from such registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities set out herein to, or for the account or benefit of, persons in the United States or U.S. Persons.
Neither the TSX Venture Exchange nor is Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the accuracy of this release.
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