Ucore Rare Metals Inc. Further Amends Debt Agreements with Orca Holdings, LLC

Counsel to Ucore Rare Metals Inc.

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Team Members

On September 27, 2024, Ucore Rare Metals Inc. (TSXV: UCU)(“Ucore”) received the TSX Venture Exchange’s final acceptance of certain debt agreements with Orca Holdings, LLC (“Orca”), which were agreed to by the parties on June 7, 2024. Specifically, the parties agreed to: (i) amend a short-term secured line of credit from Orca, having an interest rate of 9%, whereby the available principal amount available to Ucore was increased from US$3.2 million to US$5.2 million (the “2023 Line of Credit”); and (ii) further extend the maturity dates of both the 2023 Line of Credit and another short-term secured line of credit from Orca, which has a current principal amount of US$1.15 million and an interest rate of 9%, to October 1, 2026.

In consideration for agreeing to the aforementioned amendments, Ucore granted an aggregate of 7.7 million share purchase warrants (the “Bonus Warrants”) to Orca, with 4.4 million of these warrants having an exercise price of CAD$0.89 per share and the remainder of these warrants having an exercise price of CAD$0.75 per share. All of the new Broker Warrants will expire and terminate on October 1, 2026. All of the warrants that were previously issued or issuable in connection with both lines of credit are deemed to have expired or become non-issuable (as applicable) concurrently with the effective date of the new amendments and extensions to the lines of credit.

Ucore is a TSXV-listed company focused on rare and critical metals resources, extraction, beneficiation and separation technologies with potential for production, growth and scalability. Ucore owns the Bokan Mountain Rare Earth Element Project in Southeast Alaska. Ucore also owns Innovation Metals Corp., a technology company that has developed the proprietary RapidSX™ process for the intended low-cost separation and purification of rare earth elements, nickel, cobalt, lithium and other technology metals, via an accelerated form of solvent extraction.

Miller Thomson advised Ucore on the transaction with a team comprising of Geoff Clarke and Jonathan Tong (Capital Markets & Securities, Mining), as well as Ethan Campbell (Financial Services) and securities clerk, Anca Nitu.

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