(MENAFN - Newsfile Corp) Ucore Updates on Acquisition of IBC Legal Process
Halifax, Nova Scotia--(Newsfile Corp. - April 8, 2019) - Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX: UURAF) ("Ucore" or the "Company") is pleased to provide an update on the legal proceedings in Nova Scotia commenced on December 11, 2018.
On March 25, 2019, the Nova Scotia Supreme Court confirmed amendments to Ucore's pleadings. The amendments expressly seek injunctive relief against IBC Advanced Technologies, Inc. ("IBC"), as well as explicitly seeking redress for IBC's alleged breach of the Option to Purchase Agreement between the parties and unlawful interference with Ucore's economic relations, as well as declaratory relief entitling Ucore to proceed with the purchase of IBC as laid out in the Option to Purchase Agreement.
Ucore has also moved to convert the proceedings to an action (see "Note 1" below), including requesting that a judge of the Supreme Court closely manage the proceedings to advance them as efficiently as expeditiously as possible. Known as "case management", the Court has granted Ucore's request.
Since commencing proceedings on December 11, 2018, Ucore has diligently attempted to move the matter towards a full and final determination without unnecessary expense or delay. While IBC has yet to file a formal defence, in the interim the following has occurred:
On February 27, 2019, an interim injunction (see "Note 2", below) preserving the Option to Purchase Agreement was issued by the Court, with IBC's consent; Although Ucore's motion for an interlocutory injunction (see "Note 2", below) was adjourned from March 20, 2019, at IBC's request, the Court has confirmed the motion will proceed on April 30, 2019; and In response to IBC's attempt during these proceedings to seal voluminous information from the public record, on March 22, 2019, the Court granted only a limited time for IBC to do so. IBC subsequently elected not to proceed with its more permanent sealing motion scheduled for April 4, 2019.
Ucore was pleased that, on April 1, 2019, the Court set a further swift schedule to address any remaining motions, including addressing IBC's belated contention of jurisdiction on April 23, 2019, and declining to extend the temporary sealing order (currently set to expire May 3, 2019).
Ucore has contested, and will continue to contest, any attempt by IBC to limit the information which Ucore can or must disclose to its shareholders as required by Canadian provincial securities legislation and the requirements of the TSX Venture Exchange. Ucore will also continue to press for confirmation of the validity and enforceability of the Option to Purchase Agreement, so that the legal proceedings may be concluded quickly and efficiently.
"Ucore has received tremendous shareholder feedback and response supporting the Company's commitment to securing the acquisition of IBC," said Ucore President & CEO, Jim McKenzie. "The Company has transferred substantial sums of our shareholder funds to IBC since 2014, and intends to secure a significant return on investment on behalf of our stakeholders. The Ucore executive team has maintained a steady and measured conduct throughout our relationship with IBC and this dispute, and intends to continue to do so. Our shareholders have a right to transparency and it is our desire to share the contractual agreements at the center of this dispute when permitted by the Court. Ucore is well positioned to deliver on its promise of transitioning as a world leader in the provision of revolutionary nanotechnologies to the minerals extraction industry."
More information on the Nova Scotia proceedings can be obtained in person at the Law Courts, 1815 Upper Water Street, Halifax, Nova Scotia. Since January 4, 2019, IBC has pursued parallel civil litigation proceedings in Utah, against which Ucore has disputed the validity of the Utah jurisdiction. More information on the Nova Scotia and other proceedings, generally, can be obtained under the Company's profile on SEDAR ( www.sedar.com ) or by contacting Mark MacDonald, Vice President Business Development at (902) 482-5214 or .
Note 1: Action vs. Application
In Nova Scotia there are two different types of legal proceedings that can be started: Actions and Applications. There are procedural differences between them that affect how the litigation advances, and certain procedures are only available for Actions or Applications. Case management, for example, is a procedure only available in Actions.
Note 2: Interim Injunctions vs. Interlocutory Injunctions
Generally, an injunction requires a party to do or not do a certain action. There are three types of injunctions: interim, interlocutory, and permanent. Interim injunctions are brief and cover the period from when a situation arises to when the parties can appear before the Court with a more fulsome evidentiary record. An interlocutory injunction covers the period from a motion on the more fulsome evidentiary record, to the end of the litigation as a whole. Permanent injunctions last from the end of litigation and are awarded to a successful party.
Ucore Rare Metals is a development-phase company focused on rare metals resources, extraction and beneficiation technologies with near term potential for production, growth and scalability. The Company has a 100% ownership stake in the Bokan-Dotson Ridge Rare Earth Project. On March 31, 2014, Ucore announced the unanimous support of the Alaska State Legislature for Senate Bill 99 (2014), which authorized the AIDEA to issue up to USD $145 Million in bonds for the infrastructure and construction costs of the Bokan-Dotson Ridge Rare Earth Project.
Ucore's vision and plan is to transition to become a leading nanotechnology company that provides mineral separation products and services to the mining and mineral extraction industry. This vision includes the development of a Strategic Metals Complex (initially announced on Nov. 15, 2016) in Ketchikan, Alaska and the development of the Company's rare earth minerals property located at Bokan Mountain in Alaska (technical report filed on SEDAR on March 14, 2013).
For further information, please contact Mr. Jim McKenzie, President & CEO of Ucore Rare Metals Inc. at: +1 (902) 482-5214 or visit < http://www.ucore.com >.
This press release includes certain statements that may be deemed "forward-looking statements". All statements in this release (other than statements of historical facts) that address future business acquisition activities (including any related required financings), timelines, litigation outcomes, events or developments that the Company expects, are forward looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance or results and actual results or developments may differ materially from those in forward-looking statements. Ucore has assumed that it will in the near future be able to obtain interim financing and sufficient additional financing to acquire IBC in compliance with the terms contemplated in the existing agreements with IBC and its shareholders holding a majority of its shares. Ucore has also assumed that there will be no material adverse findings in its upcoming expected comprehensive due diligence review of IBC. Factors that could cause actual results to differ materially from those in forward-looking statements include: Ucore not being able to raise sufficient funds to acquire IBC (including the non-acquisition payments owed under the previous and existing agreements); adverse capital market conditions; unexpected due diligence findings; unexpected or adverse outcomes in the currently outstanding litigation matters between Ucore and IBC; resistance to or noncompliance by IBC or its key shareholders with the existing agreements; the emergence of alternative superior metallurgy and mineral separation technologies; the inability of IBC to retain its key staff members and clients; the inability of IBC to protect its intellectual property; unexpected transaction costs or other deal completion setbacks; the availability and procurement of any required interim financing that may be required; and general economic, market or business conditions.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined by the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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