Aclara arranges $50-million (U.S.) private placement

Executive Summary

• Aclara Resources Inc. announced a $50 million non-brokered private placement of common shares at $2.83 per share, structured in two tranches expected to close in March and May 2026.
• The financing is fully subscribed by existing major shareholders (CAP S.A., Hochschild Mining Holdings Ltd., and New Hartsdale Capital Inc.) and will fund the development of the Carina project in Brazil, the Project Dynamo rare-earth separation and metals facility in Louisiana, and general corporate purposes.
• The transaction is classified as a related party transaction under MI 61-101, with Tranche 1 exempt from formal valuation and minority approval, while Tranche 2 requires disinterested shareholder approval at the upcoming annual meeting on May 7, 2026.

Key Details

• Financing Structure & Pricing: Non-brokered private placement of 24,215,548 common shares at $2.83 per share.
• Gross Proceeds: $50,000,001 (U.S.), divided into two tranches.
• Tranche 1: 20,078,697 shares for $41,458,276 (U.S.), expected close ~March 31, 2026.
• Tranche 2: 4,136,851 shares for $8,541,725 (U.S.), expected close ~May 12, 2026.
• Subscribers & Subscription Amounts:
• CAP S.A.: 9,686,219 shares
• Hochschild Mining Holdings Ltd.: 4,843,109 shares
• New Hartsdale Capital Inc.: 9,686,220 shares
• Pre-Placement Shareholdings: CAP (9.97%), Hochschild Mining (19.24%), New Hartsdale (36.13%).
• Post-Placement Shareholdings: CAP (~12.92%), Hochschild Mining (~19.32%), New Hartsdale (~36.51%).
• Use of Proceeds: Finance continued development of the Carina project (Brazil); advance integrated supply chain strategy including the heavy rare-earth separation facility in Louisiana (Project Dynamo); expand rare-earth value chain via Aclara Metals Inc.; general corporate purposes. Explicitly excludes Penco module in Chile (funded separately by CAP).
• Regulatory & Approval Conditions: Related party transaction under MI 61-101; relying on exemptions from formal valuation and minority shareholder approval for Tranche 1. Tranche 2 requires disinterested shareholder approval at the AGM/Special Meeting on May 7, 2026. Subject to TSX conditional approval and customary closing conditions.
• Securities Restrictions: Common shares subject to a 4-month-and-1-day hold period under Canadian securities laws.
• 2026 Project Milestones:
• Carina (Brazil): NI 43-101 feasibility study issuance (Q1 2026); environmental impact study approval & construction permit submission (Q2 2026).
• Project Dynamo - Separation (USA): Pilot plant commissioning/start-up (Q1 2026); AI digital twin development & operator training (Q2-Q4 2026); basic engineering completion for industrial facility in Port of Vinton, La. (Q3 2026).
• Project Dynamo - Metals & Alloys (USA): Prefeasibility study (Q1 2026); feasibility study (Q4 2026); demonstration plant operation using molten salt electrolysis (Q2-Q3 2026).
• Penco (Chile): Environmental impact study approval (Q2 2026); NI 43-101 feasibility study release (Q4 2026).

Notable Quotes

• Eduardo Hochschild, Chair of Aclara and Hochschild Mining: "We are very pleased to continue supporting Aclara alongside New Hartsdale and CAP. This financing reinforces the long-term commitment of Aclara's principal shareholders and provides the capital required to advance the company toward the construction phase. With high-quality heavy rare-earth resources, proprietary extraction and processing technologies, and a clear path toward a vertically integrated supply chain across the Americas, Aclara is uniquely positioned to become the cornerstone supplier of heavy rare earths critical to the global energy transition."
• Ramon Barua, CEO of Aclara: "This financing provides the capital needed to deliver on our 2026 priorities across Brazil, Chile and the United States. Our focus is on securing environmental permits to initiate construction, completing bankable feasibility studies for all projects, and demonstrating our processing technologies for separation and metals and alloys. Guided by a consistent strategy, a clear road map and strong shareholder support, we are positioned to accelerate the development of our integrated projects toward construction and operational readiness."
• Nicolas Burr, CEO of CAP: "This investment reinforces CAP's commitment to the development of critical minerals for the energy transition. The increase in our stake in Aclara reflects our conviction regarding the strategic role that rare earths will play in the economy of the future. For CAP, this step is consistent with our growth strategy in critical minerals and with the opportunity to further strengthen our presence in a key sector for electromobility, clean energy generation and advanced technologies, while also contributing to the development of a relevant value chain for global markets."