Ucore Announces Closing of $4.9 Million Royalty Financing

HALIFAX, NOVA SCOTIA--(Marketwired - June 12, 2015) - Ucore Rare Metals Inc. (TSX VENTURE:UCU)(OTCQX:UURAF) ("Ucore" or the "Company") is pleased to announce that the Company has received the first scheduled payment in the amount of USD$1.0 million and the final approval of the TSX Venture Exchange with respect to its previously announced royalty agreement (the "Agreement") (see Ucore's press release dated May 20, 2015).

The Agreement, with a high net worth US-based investor (the "Investor"), calls for payments totalling USD$4.0 million (approximately CAD$4.9 million) to Ucore in consideration for a royalty (the "Royalty") on the sale of products and services related to the processing of rare earth elements and other specialty metals and critical materials utilizing SuperLig® Molecular Recognition Technology ("MRT").

Under the terms of the Agreement, the Investor will make a USD$1.0 million down payment, with the balance payable within 120 days of signing the Agreement. The first payment in the amount of USD$1.0 million has been received by the Company.

In consideration of the foregoing, the Investor will receive a royalty from the production of Ucore's early stage MRT installations, as previously disclosed and mentioned above.

The Investor has the option to increase the amount of the Investment by up to USD$1.0 million in exchange for a larger Royalty. If, prior to August 13, 2015, the Investor provides written notice to Ucore that it would like to increase the Investment, it can do so in tranches of USD$500,000 in exchange for a pro-rata increase in the Royalty. Each USD$500,000 additional investment will result in an increase in the Royalty by a factor of 0.25%.

The Investor has the right to convert the total amount of the Investment (minus any Royalty amounts already then paid by Ucore) into common shares of Ucore ("Common Shares") at any time during the period commencing upon the date the full USD$4.0 million is provided to Ucore and ending three years thereafter. If the Investor elects to convert such amount, then Ucore's Royalty obligations shall cease and the conversion amount shall be converted into Common Shares at the greater of: (i) the 30 day volume weighted average share price of Common Shares, less a 20% discount; (ii) the market price of Common Shares on the day immediately prior to the conversion date, less a 20% discount; or (iii) CAD$0.25 per Common Share.