Ucore Rare Metals Inc. announced amendments to and the extension of certain debt agreements with Orca Holdings, LLC that were agreed to on December 22, 2023. The Company is party to a short-term secured line of credit from Orca in the amount of USD 1.15 million, which has subsequently been drawn down in full by the Company (the 2022 Line of Credit Agreement). The 2022 Line of Credit Agreement was scheduled to mature on March 31, 2024.

A total of 1,000,000 warrants with an exercise price of $0.85 that were previously issued to Orca in connection with the Term Loan are deemed to have expired concurrently with the execution of the Term Loan Agreement. In consideration for extending the maturity date for the Term Loan to January 31, 2027, a total of 1,200,000 warrants will be issued to Orca, with each warrant entitling Orca to acquire one Common Share at an exercise price of $0.,89. The warrants have a term ending on January 31, 2027.

The above-noted warrants contain a condition precedent to their exercise such that no warrants shall be exercisable if such exercise would cause Orca's ownership of Ucore, as calculated on a partially diluted basis, to exceed 19.99% of the aggregate of the issued and outstanding shares in the capital of the Borrower. The issuance of the new warrants described in this press release is subject to the prior review and acceptance of the TSX Venture Exchange. Orca is wholly owned by Mr. Randy Johnson, a member of Ucore's Board of Directors.

The above-described transactions with Orca are considered to be related party transactions within the meaning of Multilateral Instrument 61-01 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 since neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeds 25% of the Company's market capitalization. No new insiders and no control persons will be created in connection with the closing of the transactions.