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/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES/
Aclara Resources Inc. ("Aclara" or the "Company") (TSX: ARA,OTC:ARAAF) is pleased to announce the closing yesterday of the first tranche ("Tranche 1") of its non-brokered private placement financing pursuant to which CAP S.A. ("CAP"), Hochschild Mining Holdings Limited ("Hochschild") and New Hartsdale Capital Inc. ("New Hartsdale") subscribed for 20,078,697 common shares of the Company (the "Common Shares") for aggregate gross proceeds of US$41,458,276 (the "Tranche 1 Closing") at a price of C$2.83 per share. Tranche 1 forms part of the Company's previously announced non-brokered private placement of up to 24,215,548 Common Shares for aggregate gross proceeds of US$50,000,001 (the "Private Placement"), which will be completed in two tranches. As a result of the Tranche 1 Closing, the total number of issued and outstanding Common Shares of the Company increased from 222,361,749 to 242,440,446. Additionally, each of CAP, Hochschild and New Hartsdale now respectively hold 30,194,622, 46,802,843 and 88,372,355 Common Shares representing approximately 12.45%, 19.30% and 36.45% of the issued and outstanding Common Shares of the Company.
The Common Shares issued under the Tranche 1 Closing are subject to a four month and one day hold period expiring on August 2, 2026, pursuant to applicable securities laws in Canada.
The closing of the second tranche of the Private Placement, which is expected to take place on or about May 12, 2026, is subject to receipt of disinterested shareholder approval and other customary closing conditions and the Private Placement remains subject to the final approval of the Toronto Stock Exchange.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
About Aclara
Aclara Resources Inc. (TSX: ARA,OTC:ARAAF), a Toronto Stock Exchange listed company, is focused on building a vertically integrated supply chain for rare earths alloys used in permanent magnets. This strategy is supported by Aclara's development of rare earth mineral resources hosted in ionic clay deposits, which contain high concentrations of the scarce heavy rare earths, providing the Company with a long-term, reliable source of these critical materials. The Company's rare earth mineral resource development projects include the Carina Project in the State of Goiás, Brazil as its flagship project and the Penco Module in the Biobío Region of Chile. Both projects feature Aclara's patented technology named Circular Mineral Harvesting, which offers a sustainable and energy-efficient extraction process for rare earths from ionic clay deposits. The Circular Mineral Harvesting process has been designed to minimize the water consumption and overall environmental impact through recycling and circular economy principles. Through its wholly-owned subsidiary, Aclara Technologies Inc., the Company is further enhancing its product value by developing a rare earths separation plant in the United States. This facility will process mixed rare earth carbonates sourced from Aclara's mineral resource projects, separating them into pure individual rare earth oxides. Additionally, Aclara through a joint venture with CAP, is advancing its alloy-making capabilities to convert these refined oxides into the alloys needed for fabricating permanent magnets. This joint venture leverages CAP's extensive expertise in metal refining and special ferro-alloyed steels. Beyond the Carina Project and the Penco Module, Aclara is committed to expanding its mineral resource portfolio by exploring greenfield opportunities and further developing projects within its existing concessions in Brazil, Chile, and Perú, aiming to increase future production of heavy rare earths.
Forward-Looking Statements
This press release contains "forward-looking information" within the meaning of applicable securities legislation, which reflects the Company's current expectations regarding future events, including statements with regard to, among other things, the successful completion of the Private Placement (including obtaining all required approvals) and the timing of the closing of the Private Placement. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company's control. Please refer to the risk factors discussed under "Risk Factors" in the Company's annual information form dated as of March 18, 2026, filed on the Company's SEDAR+ profile. Actual results and timing could differ materially from those projected herein. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained in this press release is provided as of the date of this press release and the Company does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws.
SOURCE Aclara Resources Inc.
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