RANDY JOHNSON PROVIDES UPDATE ABOUT HOLDINGS OF UCORE RARE METALS INC.

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, May 10, 2023 /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 May 9, 2023, the Issuer entered into a new Secured Credit Facility Agreement with Orca whereby Orca will loan up to USD$1 million to the Issuer (the "2023 Facility").  Proceeds from the 2023 Facility will primarily be used by the Issuer to continue commission trials at the Issuer's RapidSX^TM Rare Earth Element ("REE") Commercial Demonstration Plant located in Kingston, Ontario.  Drawdowns on the 2023 Facility will be available in multiples of USD$100,000 and will carry interest at a rate of 10% per annum.  All amounts owing under the 2023 Facility will be repayable by December 31, 2023.  An administrative loan origination fee equal to 1.5% of the available 2023 Facility will be paid at maturity.  A total of 1 million "conditional exercise" bonus warrants will be issued to Orca as consideration for the granting of the 2023 Facility (the "Conditional Warrants").  The Conditional Warrants will contain a condition precedent to their exercise such that no warrant shall be exercisable if such exercise would cause Orca's ownership of the Issuer, as calculated on a partially diluted basis, to exceed 19.99%.  The Conditional Warrants will have an exercise price of CAD$1.20 and a term of 12 months from the date of issue.  Each Conditional Warrants, and underlying common share of the Issuer ("Common Share"), shall be 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.  The issuance of the Conditional Warrants is conditional upon the approval of the TSX Venture Exchange ("TSXV").  For the purpose of this press release, Orca has assumed that the TSXV's approval will be obtained in due course and that the Conditional Warrants will be issued thereafter.

The Acquiror's Holdings of Ucore

As at the date of this press release, the Issuer reports having 56,139,925 Common Shares issued and outstanding.

Prior to the implementation of the transactions described above regarding the 2023 Facility, the Acquiror directly or indirectly held beneficial ownership of, and control and direction over, a total of 6,877,406 Common Shares, 4,785,000 warrants, and 350,000 stock options of the Issuer, representing approximately 12.25% of the issued and outstanding Common Shares (on a basic, non-diluted basis) or approximately 19.60% upon the exercise of the warrants and the stock options (on a partially diluted basis).

Immediately following the completion of the transactions described above regarding the 2023 Facility, the Acquiror will directly or indirectly hold beneficial ownership of, and control and direction over, a total of 6,877,406 Common Shares, 4,785,000 "normal" warrants, 265,000 stock options, and 1,000,000 Conditional Warrants, representing approximately 12.25% of the issued and outstanding Common Shares (on a basic, non-diluted basis) or approximately 19.99% upon the exercise of the warrants, the stock options and the applicable number of Conditional Warrants (on a partially diluted basis).  The Conditional Warrants contain a condition precedent to their exercise such that no Conditional 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%.  For illustration purposes, if in the future the Issuer issues approximately 2,820,000 additional Common Shares to persons other than the Acquiror (prior to the expiry date of the Conditional Warrants), then all of the Conditional Warrants will become exercisable and the Acquiror's holdings will represent approximately 10.57% of the then-issued and outstanding Common Shares (on a basic, non-diluted basis) or approximately 19.99% upon the exercise of the warrants, the stock options and the Conditional Warrants (on a partially diluted basis). 

Other Outstanding Loans

Orca has been a secured creditor of the Issuer since March 30, 2019 when Orca first provided a term loan to the Issuer.

In addition to the 2023 Facility, Orca has made two other loans to the Issuer that are currently outstanding.

Line of Credit

• On July 20, 2022, the Issuer entered into an agreement with Orca for the provision of a short-term secured line of credit (the "Line of Credit") from Orca to the Issuer.  As at the date of this press release, the principal amount that is outstanding is USD$1,150,000.  Interest on the Line of Credit accrues at 9% and the principal and accrued interest are due to be repaid on March 31, 2024.

Term Loan

• Orca is also party to a secured term loan (the "Term Loan") that was made to the Issuer.  The Term Loan currently has an amount owing of approximately USD$964,927.81.  Interest on the Term Loan accrues at 9% and the loan has a maturity date of November 30, 2024.

These two secured loans have no impact on the Acquiror's holding of voting securities of the Issuer. Neither the Line of Credit not the Term Loan 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 ([email protected]) or telephone [phone]), or on the SEDAR profile of the Issuer at www.sedar.com.

SOURCE Randy Johnson