Aclara Announces the Closing of the Transaction with Cap and the Receipt of Initial Payment of Us$9.7M as Part of the US$29.1M Strategic Investment

Aclara Announces the Closing of the Transaction with Cap and the Receipt of Initial Payment of Us$9.7M as Part of the US$29.1M Strategic Investment

Aclara Resources Inc. ("Aclara" or the "Company") (TSX:ARA) is pleased to announce the closing of the acquisition by CAP S.A. ("CAP") of its 20% equity ownership interest in REE Uno SpA ("REE Uno"), the Company's Chilean subsidiary that owns the Penco Module project, and receipt by the Company of the initial payment of approximately US$9.7 million in connection with such acquisition. The acquisition is made pursuant to the terms of the previously announced investment agreement entered into between CAP and Aclara on March 13, 2024 (the "Investment Agreement"). Under the terms of the Investment Agreement, payments are to be made in three tranches, of which the remaining two tranches in the amounts of US$12.5 million and US$6.9 million are to be made in January of 2025 and 2026, respectively

Transaction Summary

  • A US$29.1 million capital contribution by CAP into REE Uno, Aclara´s Chilean subsidiary which owns the Penco Module and all of Aclara´s mining concessions in Chile, in exchange for a 20% equity participation in REE Uno. Following payment of the initial tranche of US$9.7 million, the remaining tranches in the amounts of US$12.5 million and US$6.9 million are to be paid in January of 2025 and 2026, respectively. This initial investment by CAP represents a pre-money valuation of REE Uno of US$116.5 million.
  • An option to invest an additional US$50 million in REE Uno for an additional 20% equity interest in REE Uno once the requisite environmental permit is secured for the Penco Module. Upon completion, this additional investment would allow CAP to attain a 40% equity interest in REE Uno. This second investment represents a pre-money valuation of REE Uno of US$150 million.
  • A three-year option to invest up to 19.9% in Aclara by participating in any private placement or public offering of shares that Aclara may make during the next 36 months, including a residual top-up right to maintain pro rata voting rights. Any subscription to such private placement or public offering will be made on the same terms offered by Aclara to other investors. CAP will have the right to nominate one board member upon attaining and for so long as its equity interest in Aclara amount to at least 15% of the issued and outstanding common shares of Aclara. In addition, CAP holds a one-time demand subscription right to invest up to an aggregate of 19.9% in Aclara, exercisable upon the satisfaction of certain conditions and continuing for a maximum period of 18 months counted from the end of the initial 3-year option.
  • The formation of a 50/50 joint venture to develop metals and alloys for the rare earths permanent magnet industry. CAP will invest US$3.0 million in exchange for its 50% of the shares of the newly established joint venture company. Aclara will own the other 50% of the shares.

Aclara Corporate Structure after the Completion of the Transaction with CAP

Transaction Benefits to Aclara

Funding

The US$29.1 million initial capital injection from CAP into REE Uno will support the ongoing development of the Penco Module throughout its permitting, community relations, and feasibility study phases. This allocation will allow Aclara Resources to reallocate its current cash reserves towards advancing its Carina Module project in Brazil.

The option for an additional US$50 million investment post-receipt of the environmental permit is intended to cover a significant part of the equity portion associated with the construction of the Penco Module. This provision mitigates financing risks linked to the module's construction for Aclara.

Permitting

Drawing upon CAP's extensive experience in environmental permitting from multiple mining projects in Chile, Aclara anticipates strengthened support for the forthcoming Environmental Impact Assessment permit application in respect of the Penco Module. CAP's involvement includes a thorough review and constructive contributions to the application preparation, as well as accompanying Aclara throughout the review and approval process by Chilean environmental agencies.

Vertical Integration

Furthermore, the establishment of a metals and alloys company represents a crucial step of Aclara's strategic vision to vertically integrate its rare earths concentrate production towards the manufacturing of permanent magnets. The newly formed joint venture company will harness CAP's substantial expertise in metal refining and ferro-alloyed special steels, synergizing with Aclara's thorough understanding of the rare earths and permanent magnet industry. The joint venture with CAP is intended to supplement the Company's efforts in developing independent rare earth separation capabilities in the United States through its U.S. subsidiary, Aclara Technologies Inc., as previously announced on April 10, 2024, and to further position Aclara as a source of geopolitically independent alternative supply of permanent magnets to the global market.

Valuation

The transactions contemplated under the Investment Agreement (the "Transaction") reflects the valuation of Aclara at the time of the Company's initial public offering (the "IPO") and is indicative of the belief both parties have in establishing Aclara as a leading producer of clean rare earths.

Upon closing, REE Uno has been valued at US$116.5 million on a pre-money valuation. In addition, Aclara will own 50% of the newly established joint venture company, which has a valuation of US$3.0 million. In total, the Transaction represents an aggregate valuation reflecting the Company's pre-money valuation at the IPO of US$119.5 million.

It's noteworthy that Aclara's Brazilian subsidiary, Aclara Mineracao, which oversees the Carina Module and all mining concessions in Brazil, is not part of the Transaction nor included in the valuation mentioned above. This aspect adds further value to Aclara Resources and its shareholders.

About CAP

CAPS.A., a company with more than 77 years of history and listed in the Chilean Stock Exchange since 1987, is the parent company of the CAP Group, a Chilean conglomerate operating in various industries including iron ore mining (CMP), with mines and industrial operations in the north of the country, as well as in Concepcion, in proximity to the Penco Module. CAP is one of the leading high-grade iron ore producers in the world with four operating mines in Chile. In addition, CAP has several steel product manufacturing plants in Chile, Peru and Argentina. It operates five ports, a seawater desalination plant and has vast industrial infrastructure in the Biobio region. CAP has a strong connection with the people of the Biobío region, where it has been a major employer for several decades, contributing directly to the development of the south of Chile.

About Aclara

Aclara Resources Inc. (TSX:ARA) is a development-stage company that focuses on heavy rare earth mineral resources hosted in Ion-Adsorption Clay deposits. The Company currently has two projects under development: the Penco Module in the Bio-Bio Region of Chile, and the Carina Project in the State of Goiás, Brazil.

Aclara's rare earth extraction process offers several environmentally attractive features. It does not involve blasting, crushing, or milling, and therefore does not generate tailings, thus eliminating the need for a tailings storage facility. The extraction process developed by Aclara minimizes water consumption through high levels of water recirculation made possible by the inclusion of a water treatment facility within its patented process design. The ionic clay feedstock is amenable to leaching with a common fertilizer, ammonium sulfate. Further, harmful levels of radionuclides, typical of hard rock rare earth deposits, are not concentrated within the Aclara flowsheet.

Simultaneously, alongside the development of the Carina and Penco projects, the Company intends to identify and evaluate further opportunities to increase future production of heavy rare earths. This will involve greenfield exploration programs and the development of additional projects within the Company's concessions in Brazil, Chile, and Peru.

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: the Company's strategic investments and partnerships, the current and future valuation of the Company and its subsidiary, the economic effect of the Investment Agreement, the closing of the strategic investment and other transactions contemplated thereby, and the Company's expectations as to the partnership and future financings by investors and the achievement of certain environmental and permitting milestones, and other transactions contemplated thereby. 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. Such risks and uncertainties include, but are not limited to risks related to operating in a foreign jurisdiction, including political and economic problems in Chile and Brazil; risks related to changes to mining laws and regulations and the termination or non-renewal of mining rights by governmental authorities; risks related to failure to comply with the law or obtain necessary permits and licenses or renew them; compliance with environmental regulations can be costly; actual production, capital and operating costs may be different than those anticipated; the Company may be not able to successfully complete the development, construction and start-up of mines and new development projects; risks related to mining operations; and dependence on the Penco Module and/or the Carina Module. Aclara cautions that the foregoing list of factors is not exhaustive. For a detailed discussion of the foregoing factors, among others, please refer to the risk factors discussed under "Risk Factors" in the Company's annual information form dated as of March 28, 2023, 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.

For further information, please contact:

Ramon Barua
Chief Executive Officer
investorrelations@aclara-re.com

SOURCE: Aclara Resources Inc.



View the original press release on accesswire.com

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Penco Module EIA Application Admitted for Evaluation

Penco Module EIA Application Admitted for Evaluation

Aclara Resources Inc. ("Aclara" or "Company") (TSX:ARA) is pleased to announce that, after a five-business day review period, it has received confirmation of the admissibility of its Environmental Impact Assessment ("EIA") application by the Environmental Service Assessment ("SEA") in Concepción, Chile. This confirmation marks the first step in the application process

In addition, on June 22, 2024, an extract of the EIA was published by SEA in the Official Gazette. This publication initiates the citizenship participation process, which lasts 60 business days. In parallel, the initial technical review process for the first round of observations is underway and is expected to last approximately 30 business days. Subject to SEA's confirmation that there are no further requirements of material information, the technical assessment will advance to the next phase of the process. The Company anticipates that the EIA will undergo an evaluation period of approximately 18 months and is committed to working with the SEA throughout the assessment and review process.

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Aclara Submits Improved EIA for the Penco Module

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Aclara Extends High Grade Mineralisation Thickness at Carina from 6.1 meters to 11.1 meters Through a Positive Drilling Campaign

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Aclara Resources Inc. ("Aclara" or the "Company") (TSX:ARA) is pleased to provide the drilling results from its Phase 1 reverse circulation ("RC") drilling campaign executed between November 2023 and April 2024 on its regolith-hosted ion adsorption clay project, known as the "Carina Module", located in the State of Goiás, Brazil. The Phase 1 RC drilling campaign, which was comprised of 1,998 meters of drilling within 80 drill holes, has confirmed that the mineralization extends through the full depth of the regolith to the bedrock and provides a greater level of certainty regarding the geological interpretation of the deposit and the existence of rare earth elements throughout the full cross-section of the regolith

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Aclara Appoints Dr. Kurt Forrester as Lead Advisor to Its Heavy Rare Earths Separation Project

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Aclara CEO, Ramon Barua, commented:

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ACLARA REPORTS ON VOTING RESULTS FROM THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS

ACLARA REPORTS ON VOTING RESULTS FROM THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS

 The Annual General Meeting of Shareholders (the " Meeting ") of Aclara Resources Inc. (" Aclara " or the " Company ") (TSX: ARA) was held today in Toronto, Ontario . Each of the matters voted upon at the Meeting is discussed in detail in the Company's management information circular dated April 5, 2024 (the " Circular "), which can be found under the Company's profile on SEDAR+ at www.sedarplus.ca .

Aclara Resources Inc. Logo (CNW Group/Aclara Resources Inc.)

The total number of votes cast by shareholders of the Company in person and by proxy at the Meeting was 104,205,909 votes, representing 62.62%. Each of the matters put forward before shareholders for consideration and approval at the Meeting, as described in the Circular, was duly approved by the requisite number of votes. These matters included the election of directors and the appointment of the auditor. The voting results are detailed below:

1. Election of Directors

Name of Nominee


Votes FOR


%


Votes WITHHELD


%

Eduardo Hochschild


92,464,826


94.14


5,754,485


5.86


Ramon Barua


92,872,513


94.56


5,346,798


5.44


Paul Adams


94,030,588


95.74


4,188,723


4.26


Eduardo Landin


92,538,800


94.22


5,680,511


5.78


Catharine Farrow


97,933,632


99.71


285,679


0.29


Maria Recart


98,131,039


99.91


88,272


0.09


Sanjay Sarma


97,905,072


99.68


314,239


0.32


Nicolás Hochschild


92,593,016


94.27


5,626,295


5.73


Joao Miranda


95,554,235


97.29


2,665,076


2.71


Jorge Born


92,589,487


94.27


5,629,824


5.73


2. Appointment of Auditor

Name of Auditor


Votes FOR


%


Votes WITHHELD


%

EY Servicios Profesionales
de Auditoría y Asesorías SpA


104,188,072


99.98


17,837


0.02

The Company has filed a report of voting results on all resolutions voted on at the Meeting under its profile on SEDAR+ at www.sedarplus.ca .

About Aclara

Aclara Resources Inc. (TSX: ARA) is a development-stage company that is focused on heavy rare earth mineral resources hosted in Ion-Adsorption Clay deposits. The Company's rare earth mineral resource development projects include the Penco Module in the Bio-Bio Region of Chile and the Carina Module in the State of Goiás, Brazil .

Aclara's rare earth extraction process offers several environmentally attractive features. Circular mineral harvesting does not involve blasting, crushing, or milling, and therefore does not generate tailings and eliminates the need for a tailing's storage facility. The extraction process developed by Aclara minimizes water consumption through high levels of water recirculation made possible by the inclusion of a water treatment facility within its patented process design. The ionic clay feedstock is amenable to leaching with a common fertilizer main reagent, ammonium sulfate. Further, harmful levels of radionuclides, typical of hard rock rare earth deposits, are not concentrated within the Aclara's processing flowsheet. In addition to the development of the Penco Module and the Carina Module, the Company will continue to identify and evaluate opportunities to increase future production of heavy rare earths through greenfield exploration programs and the development of additional projects within the Company's concessions in Brazil , Chile , and Peru .

SOURCE Aclara Resources Inc.

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Stephen Burega, President of Appia, commented: "With the commencement of the Loranger drill program, Appia reconfirms its commitment to moving our uranium assets in Saskatchewan forward. Following the completion of a successful ground reconnaissance program on our Eastside property last month (see June 5th 2024 Press Release), we now have a drill testing a number of intriguing conductors at the Loranger property aimed at uncovering uranium mineralization and key geological indicators to further our understanding of the project's potential."

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The RRIMM project contains critical minerals essential to the development of Canada's green economy and achievement of its climate change goals. It is projected to produce up to 200,000 tonnes of magnesium ore per annum over an initial two-year period.

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Appia to Conduct a Diamond Drilling Program at Its Uranium-Bearing Loranger Property, Wollaston Lake, Saskatchewan, Canada

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Stephen Burega, President, stated: "We are looking forward to getting our diamond drilling program at Loranger underway. The project is adjacent to the east side of the uranium-rich Athabasca Basin, and this program targets NE-SW electromagnetic conductors identified by the 2021 Resistivity Depth Imaging survey, aiming to uncover significant uranium deposits."

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Energy Fuels Announces Election of Directors

Energy Fuels Announces Election of Directors

Energy Fuels Inc. (NYSE American: UUUU) (TSX: EFR) ("Energy Fuels" or the "Company") a leading U.S.-based critical minerals company, announces the results of the election of directors at its annual and special meeting of shareholders (the " Meeting ") held virtually on June 11, 2024 .

Energy Fuels Inc. Logo (CNW Group/Energy Fuels Inc.)

The ten (10) nominees proposed by management for election as directors were elected by the shareholders of the Company, through a combination of votes by proxy and electronic poll, as follows:

Nominee

Votes For

% For

Votes Withheld or
Abstained

% Withheld or
Abstained

J. Birks Bovaird

45,321,752

91.23 %

4,358,256

8.77 %

Mark S. Chalmers

47,226,027

95.06 %

2,453,981

4.94 %

Benjamin Eshleman III

47,674,386

95.96 %

2,005,622

4.04 %

Ivy V. Estabrooke

47,119,198

94.85 %

2,560,810

5.15 %

Barbara A. Filas

46,967,300

94.54 %

2,712,708

5.46 %

Bruce D. Hansen

47,922,396

96.46 %

1,757,612

3.54 %

Jaqueline Herrera

46,948,646

94.50 %

2,731,362

5.50 %

Dennis L. Higgs

48,312,025

97.25 %

1,367,983

2.75 %

Robert W. Kirkwood

47,763,461

96.14 %

1,916,547

3.86 %

Alexander G. Morrison

48,511,981

97.65 %

1,168,027

2.35 %

About Energy FuelsEnergy Fuels is a leading U.S.-based uranium and critical minerals company. The Company, as a leading producer of uranium in the United States , mines uranium and produces natural uranium concentrates that are sold to major nuclear utilities for the production of carbon-free nuclear energy. Energy Fuels recently began production of advanced rare earth element (" REE ") materials, including mixed REE carbonate in 2021, and commenced production of commercial quantities of separated REEs in 2024. Energy Fuels also produces vanadium from certain of its projects, as market conditions warrant, and is evaluating the recovery of radionuclides needed for emerging cancer treatments. Its corporate offices are in Lakewood, Colorado , near Denver , and substantially all its assets and employees are in the United States . Energy Fuels holds two of America's key uranium production centers: the White Mesa Mill in Utah and the Nichols Ranch in-situ recovery (" ISR ") Project in Wyoming . The White Mesa Mill is the only conventional uranium mill operating in the U.S. today, has a licensed capacity of over 8 million pounds of U 3 O 8 per year and has the ability to produce vanadium when market conditions warrant, as well as REE products, from various uranium-bearing ores. The Nichols Ranch ISR Project is on standby and has a licensed capacity of 2 million pounds of U 3 O 8 per year. The Company recently acquired the Bahia Project in Brazil and entered into a joint venture agreement to develop the Donald Project in Australia , each of which is believed to have significant quantities of titanium (ilmenite and rutile), zirconium (zircon) and REE (monazite) minerals. In addition to the above production facilities, Energy Fuels also has one of the largest NI 43-101 compliant uranium resource portfolios in the U.S. and several uranium and uranium/vanadium mining projects in production, on standby and in various stages of permitting and development. The primary trading market for Energy Fuels' common shares is the NYSE American under the trading symbol "UUUU," and the Company's common shares are also listed on the Toronto Stock Exchange under the trading symbol "EFR." Energy Fuels' website is www.energyfuels.com .

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SOURCE Energy Fuels Inc.

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Appia Earns Initial 10% Legal and Beneficial Interest in the PCH Project

Appia Earns Initial 10% Legal and Beneficial Interest in the PCH Project

Appia Rare Earths & Uranium Corp. (CSE: API) (OTCQX: APAAF) (FSE: A0I0) (MUN: A0I0) (BER: A0I0) (the "Company" or "Appia") announced today that, further to its press release dated December 4, 2023, Appia has earned its initial 10% legal and beneficial ownership interest in Appia Brasil Rare Earths Mineracao Ltda (the "Appia Brasil") the Brazilian company that holds the PCH Project (the "Property") located in the Tocantins Structural Province of the Brasília Fold Belt, Goiás State, Brazil.

Stephen Burega, President stated, "We have accomplished an amazing amount of work over the past year with a modest budget of $1 million USD. We achieved many milestones including a maiden Mineral Resource Estimate (MRE) on our first two targets, Target IV and Buriti Zone (See press release dated March 1st, 2024); we completed initial desorption testing confirming the ionic clay characterization of the mineralization; and we identified an additional four (4) new highly prospective target zones covering an area of over 2,400 hectares while re-confirming that the regolith developed over the Ipora Granite presents significant enrichment of Heavy Rare Earth Oxides (HREO), indicative of Ionic Adsorption Clay (IAC) rare earth elements (REE) deposits. The impressive HREO results identified across multiple zones of homogeneous mineralization highlights the true potential of the PCH project."

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