Ucore completes auto debenture-to-equity conversion

Executive Summary

• Ucore Rare Metals Inc. automatically converted the remaining $1.1 million of its May 2020 convertible debentures into equity on Sept. 2, 2025 after the share price trigger was met.
• The conversion resulted in issuance of 1,222,219 units (1,222,219 common shares and 611,108 half‑share purchase warrants); no debentures remain outstanding.
• The transaction is a related‑party conversion involving Chairman/CEO Pat Ryan (10 debentures), but it is exempt from MI 61‑101 valuation and minority‑shareholder approval requirements.

Key Details

• Original issuance: 2,800 convertible debentures issued May 2020 at $1,000 each, 7.5% annual interest.
• Amendment (Jan 11 2024): Maturity set to Jan 31 2026; conversion price fixed at $0.90 per unit (one common share + ½ warrant).
• Conversion trigger: Closing price ≥ $2.20 on TSX‑V for 20 consecutive trading days; achieved on Sept 2 2025.
• Units issued upon automatic conversion:
• 1,222,219 common shares
• 611,108 warrants (each warrant exercisable at $1.30 per share until Jan 31 2026).
• Prior conversions: 1,700 debentures had already been converted or repaid before the automatic event.
• Remaining debentures converted: 1,100 debentures (principal $1.1 million) were automatically converted in this transaction.
• Related‑party involvement: Chairman/CEO Pat Ryan held 10 debentures ($10,000 principal). Transaction exempt from MI 61‑101 requirements because neither the asset nor consideration exceeds 25% of market cap.
• Resulting capital structure impact: All convertible debt eliminated; equity base increased by over 1.2 million shares plus associated warrants.

Notable Quotes

(No direct quotes were provided in the release.)