Aclara holder CAP plans to subscribe for 9.68M shares

Executive Summary

• CAP S.A. has entered into a subscription agreement to purchase 9,686,220 common shares of Aclara Resources Inc. for approximately $20 million USD.
• The transaction will increase CAP's ownership stake from ~10.07% to ~12.92% and is structured in two tranches anticipated to close in March and May 2026.
• The investment advances a March 2024 strategic alliance focused on rare earth element production in Chile and includes rights for CAP to appoint one director to Aclara's board.

Key Details

• Transaction Structure & Quantity: Subscription agreement for 9,686,220 common shares of Aclara Resources Inc.
• Purchase Price & Proceeds: $2.83 CAD per share, totaling $20,000,001.89 USD in aggregate.
• Closing Conditions: Subject to customary conditions precedent, including shareholder approval at Aclara's AGM/Special Meeting and Toronto Stock Exchange approval.
• Closing Schedule (Tranche 1): 8,031,479 shares, anticipated close on or around March 31, 2026.
• Closing Schedule (Tranche 2): 1,654,741 shares, anticipated close on or around May 12, 2026 (following the May 7, 2026 shareholder meeting).
• Post-Transaction Ownership: CAP's stake will increase from 22,163,143 shares (~10.07%) to 31,849,363 shares (~12.92% of issued and outstanding shares, non-diluted basis).
• Strategic Context: Execution of the March 2024 alliance agreement, which committed CAP to entering rare earth element and value-added product production in Chile and securing subscription rights up to a 19.9% ownership interest.
• Governance Rights: CAP will be entitled to appoint one individual to Aclara's board of directors pursuant to a concurrent investor rights agreement.
• Strategic Purpose: Aligns with CAP's 2030 strategy to position itself as a leader in critical materials for decarbonization efforts; shares acquired for investment purposes.