Ucore Rare Metals to Acquire Innovation Metals Corp. and RapidSX™ Separation Technology
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TORONTO, April 29, 2020 (GLOBE NEWSWIRE) — Innovation Metals Corp. (“IMC” or the “Company”) is pleased to announce that the Company and its shareholders have executed a binding Share Purchase Agreement (the “Purchase Agreement”) with Ucore Rare Metals Inc. (“Ucore”) (TSXV:UCU) (OTCQX:UURAF) dated April 25, 2020, whereby Ucore will acquire 100% of the issued and outstanding shares of IMC (the “Acquisition”). Management and the Board of Directors of both IMC and Ucore unanimously support the Acquisition.Under the terms of the Purchase Agreement, Ucore has agreed to acquire 100% of the issued and outstanding shares of IMC for an aggregate purchase price of C$5,801,000 (the “Acquisition Consideration”). The Acquisition Consideration will be made up of 45,383,412 common shares of Ucore (the “Acquisition Shares”) and C$1,000 in cash. In accordance with the Purchase Agreement, the Acquisition Shares were deemed to have a value of C$0.1278 each, which is equal to the 5-day volume weighted average price (“VWAP”) of Ucore’s common shares on the TSX Venture Exchange (“TSXV”) as at the close of trading on April 24, 2020 with no discount being applied. Additionally, upon the closing of the Acquisition, Ucore will provide IMC with a C$500,000 non-interest-bearing intercompany loan for the immediate continued development of IMC’s RapidSX™ separation technology. On April 27, 2020, Ucore announced the Acquisition in addition to receiving funding commitments pursuant to a concurrent C$2.8 million financing (the “Financing”). The Financing will be used to progress the development and deployment of the RapidSX™ technology and the related further advancement of Ucore’s M3Plan of Action.The Acquisition is an independent and arm’s-length transaction. No member of IMC’s Board of Directors and none of IMC’s shareholders are related parties to Ucore. The Acquisition is expected to close on or before May 8, 2020 (the “Acquisition Closing Date”) and is subject to customary closing conditions, including the receipt of all necessary regulatory approvals, including the approval of the TSXV.IMC Chairman and Chief Executive Officer, Gareth Hatch stated, “This will be a transformational milestone for IMC and its shareholders that we believe positions IMC as a potential leading near-term, low-cost REE technology provider for the bulk commercial separation and purification of REEs. With the leadership of Ucore’s Chairman Pat Ryan, coupled with Ucore’s financial strength and strategy, we believe that IMC will now have the ability to fully realize the commercial potential of RapidSX™ for the separation and purification of critical metals. More than ever, we are committed and determined to fulfill our collective mission of establishing an alternative supply chain for REEs, and now also for lithium, nickel, cobalt, and other critical materials.”RapidSX™ Separation Technology
Developed with USD$1.8 million in assistance from the U.S. Department of Defense (“DoD”), RapidSX™ is an accelerated solvent-extraction-based separation technology successfully tested at the pilot scale for the separation of rare-earth elements (“REEs”) — for both heavy REE (“HREE”) and light REE (“LREE”) feedstocks — as a means of producing commercial-grade rare-earth oxides (“REO”) with potentially significant technical and economic efficiencies relative to existing technologies.IMC President and Chief Operating Officer, Patrick Wong stated, “One of the key advantages to the RapidSX™ technology is that it utilizes the same, time-proven solvent-extraction (“SX”) chemistry to be found in all conventional commercial REE separation plants – but combined with IMC’s proprietary column-based technology which will lead to significant reductions in plant footprint and time to process completion process time. The result is expected lower capital and operating costs.”Co-founded by Mr. Wong and Dr. Hatch, IMC subsequently applied the RapidSX™ technology to the separation and purification of other critical metals including nickel-cobalt (“Ni-Co”) and lithium (“Li”) brines.RapidSX™ REE Separation Technology for Existing and Emerging Rare-Earth Elements Producers
In addition to test work on REE feedstocks produced and/or procured by Ucore, IMC intends to continue to progress the Company’s relationships with several other potential end users — on five continents — for REE separation using RapidSX™.The RapidSX™REE Separation Competitive Advantages
(Based on previous pilot-scale test work undertaken by IMC)CAPEX: Based on previous piloting work undertaking by IMC, the Company estimates that the considerably reduced number of separation stages per circuit and the resultant smaller physical plant footprint associated with RapidSX™ compared to conventional SX facilities, could potentially result in start-up capital cost savings. These expectations are contingent on the specific feedstock utilized and resulting REE products and purities desired.
Rapid Equilibrium: As a result of the significantly increased kinetics of the RapidSX™ technology, the time to achieve equilibrium and separation is accelerated — from days/weeks (as is typical in the case with conventional SX) to hours/days with RapidSX™.
OPEX: Based on previous pilot-scale work undertaken by IMC, the Company estimates that the significantly reduced RapidSX™ separation times, reduced reagent and power consumption, reduced manpower requirements, and reduced in-process metal inventories, compared to utilization of conventional SX, could potentially result in reduced operating costs, depending on the feedstock and resulting REE products.
Feedstock Agnostic: Due to its modular configuration and reduced number of stages, RapidSX™ is capable of being configured for separating LREE-rich, HREE-rich and potential blends of mixed REE feedstocks.
Commercially Available: All construction materials for the RapidSX™ technology — including all associated equipment and chemical reagents — are readily commercially available.
Scalable and Modular: The RapidSX™ technology’s process lines are modular and scalable, providing future expected licensees with the opportunity to scale commercial production capacity.Table 1: Summary of RapidSX™vs. Conventional Solvent Extraction for REE SeparationGareth Hatch to be Appointed Chief Technology Officer of Ucore
Following the closing of the Acquisition, Dr. Gareth Hatch will join Ucore’s management team and will become Ucore’s Chief Technology Officer. Dr. Hatch will also continue to serve as IMC’s chief executive. Dr. Hatch began his career at US-based Dexter Magnetic Technologies, Inc., where he was Director of Technology and led the company’s applications engineering and quality-management teams. He is Advisory Board Chair for the Belgium-based Rare Earth Industry Association (“REIA”), a member of the NATO Science and Technology Organization strategy team on REEs, and is a member of the Canadian ISO TC/298 Mirror Committee on standards for REEs. Dr. Hatch holds a B.Eng (Honours) degree in materials science & technology and a Ph.D. in metallurgy & materials, both from the University of Birmingham, with research focused on REE permanent-magnet alloys. He is a Fellow of the Royal Society of Arts, Manufacture and Commerce (“RSA”), a Fellow of the Institute of Materials, Minerals & Mining (“IOM3”), a Fellow of the Institution of Engineering & Technology (“IET”) a Senior Member of the Institute of Electrical and Electronic Engineers (“IEEE”), and is a Chartered Engineer (CEng). A named inventor on five US patents based on a variety of magnetic devices, Dr. Hatch is also an advisor to private companies in the REE permanent-magnet supply chain.Potential IMC-Hexagon REE Joint Venture
On October 10, 2019, IMC and Australian-based Hexagon Energy Materials Limited (“Hexagon”) (formerly “Hexagon Resources Limited”) announced the execution of an Investment Agreement (the “Investment Agreement”) dated October 9, 2019, pursuant to which Hexagon secured a 12-month option to acquire a 49% equity ownership in an incorporated joint venture with IMC (the “IMC-Hexagon REE Joint Venture”) for the commercial development of the RapidSX™ REE technology.In order to exercise its option, Hexagon is required to pay IMC a total of US$2,000,000 in cash on or before October 9, 2020 (the “Option Expiration Date”), in addition to US$4,000,000 in deferred compensation payable through Hexagon’s share of future distributable cash flows from the IMC-Hexagon REE Joint Venture.IMC continues to look forward to Hexagon exercising the IMC-Hexagon REE Joint Venture option. In accordance with the Purchase Agreement between IMC and Ucore, all of Hexagon’s commercial rights and obligations have been fully maintained in accordance with the terms of the Investment Agreement between Hexagon and IMC.About Innovation Metals Corp.
Innovation Metals Corp. (“IMC”) is a private Canada-based company and developer of the proprietary RapidSX™ process, for the low-cost separation and purification of rare-earth elements (“REEs”), Ni, Co, Li and other technology metals, via an accelerated form of solvent extraction. IMC is commercializing this approach for a number of metals, to help enable mining and metal-recycling companies to compete in today’s global marketplace.About Ucore Rare Metals Inc.
Ucore is focused on rare and critical metals resources, extraction and beneficiation technologies with potential for production, growth, and scalability. The Company has a 100% ownership stake in the Bokan-Dotson Ridge Rare Earth Project. Ucore’s vision and plan is to transition to become a leading advanced technology company that provides mineral separation products and services to the mining and mineral extraction industry. This vision includes the development of the Alaska SMC in Southeast Alaska and the development of the Company’s rare earth minerals property located at Bokan Mountain in Alaska.Forward-Looking Statements
This news release contains projections and statements that may constitute “forward-looking statements” within the meaning of applicable Canadian, United States and other laws. Forward-looking statements in this release may include, among others, statements regarding the future plans, costs, objectives or performance of Innovation Metals Corp. (“IMC”), or the assumptions underlying any of the foregoing. In this news release, words such as “may”, “could”, “would”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “goal”, “estimate” and similar words and the negative forms thereof are used to identify forward-looking statements. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that are beyond IMC’s control, and which may cause the actual results, level of activity, performance or achievements of IMC to be materially different from those expressed or implied by such forward-looking statements. Such risks and uncertainties could cause actual results and IMC’s plans and objectives to differ materially from those expressed in the forward-looking information. IMC can offer no assurance that its plans will be completed. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and expressly qualified in their entirety by this notice. Except as required by law, IMC assumes no obligation to update forward-looking information should circumstances or management’s estimates or opinions change.Contact:
Gareth Hatch, PhD CEng FRSA FIMMM FIET
Chairman and CEO
Innovation Metals Corp.
Website: www.innovationmetals.comA photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/20ed06d1-7f05-4992-849d-ab04492d15d0