Ucore Rare Metals Inc. (TSXV: UCU / OTCQX: UURAF) announced on September 9, 2026 that director Randy Johnson, through his wholly owned holding company Orca Holdings, LLC, exercised warrants resulting in the issuance of 10,268,165 common shares and delivering $8,485,123.75 in proceeds to the company. Separately, Ucore confirmed it had already repaid all outstanding debt owed to Orca on September 4, 2026, leaving the company with no loans or debt. The dual development strengthens Ucore's balance sheet as it advances its Louisiana Strategic Metals Complex (SMC) project.

Key Points

  • Ucore Rare Metals Inc. (TSXV: UCU / OTCQX: UURAF) — rare earth and critical metals company based in Halifax, Nova Scotia
  • Director Randy Johnson's Orca Holdings exercised warrants covering 10,268,165 common shares, generating $8,485,123.75 in proceeds for Ucore
  • Ucore fully repaid $8,709,268 (US$6,274,463) in principal and accrued interest to Orca on September 4, 2026, eliminating all company debt
  • Investors may watch for progress updates on the Louisiana SMC development, which management cited as a key next phase of execution

Orca Holdings Warrant Exercise Raises Over $8.4 Million for Ucore

The warrants exercised by Orca Holdings carried expiry dates ranging from October 1, 2026 to January 31, 2027, and were completed on September 9, 2026. Ucore received aggregate proceeds of $8,485,123.75 from the transaction, with the resulting 10,268,165 common shares issued from treasury. The company characterised the early exercise as reflecting continued support for Ucore's strategic direction. Orca continues to hold all shares issued through the exercise. The transactions were approved by Ucore's board of directors, excluding Mr. Johnson, who recused himself as the related party involved.

Full Repayment of Orca Debt Facilities Clears Ucore's Balance Sheet

On September 4, 2026, Ucore repaid all amounts owing under two secured Orca credit arrangements: a line of credit bearing interest at 10.0% per annum and a term loan bearing interest at 9.0% per annum. The combined repayment of principal and accrued interest totalled $8,709,268 (US$6,274,463). The release confirms that neither loan was convertible into common shares, meaning their repayment had no effect on Mr. Johnson's ownership or voting control. Following repayment, the company states it currently holds no outstanding loans or debt of any kind.

Related Party Exemptions Applied Under MI 61-101

Both the warrant issuance and the debt repayment constituted related party transactions under Multilateral Instrument 61-101. Ucore relied on exemptions from formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the fair market value of the transactions did not exceed 25% of the company's market capitalisation as determined under that instrument. No special committee was formed. The company did not file a material change report more than 21 days before the transactions, noting that the shorter period was necessary to complete the transactions expeditiously and reduce outstanding liabilities.