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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About Aclara Resources Inc. (TSX: ARA)

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'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.

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Product or service names mentioned herein may be the trademarks of their respective owners.

To learn more, visit: https://www.aclara-re.com/

SOURCE Toronto Stock Exchange

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/227819

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Energy Fuels Inc. (NYSE American: UUUU) (TSX: EFR) (" Energy Fuels " or the " Company "), a leading U.S. producer of uranium, rare earth elements (" REE "), and critical minerals, is pleased to announce that it has entered into a Memorandum of Understanding (the " MOU ") with the Government of Madagascar (the " Government ") setting forth certain key terms applicable to the Company's Toliara titanium, zirconium, and REE project (the " Toliara Project " or " Project "), located in southwestern Madagascar .

Energy Fuels Inc. is an industry leader in uranium and rare earth elements production for the energy transition. (CNW Group/Energy Fuels Inc.)

As previously announced , on November 28, 2024 , the Madagascar Council of Ministers, as Chaired by the President of Madagascar , lifted the suspension on the Toliara Project, which was originally imposed in November 2019 . The lifting of the Suspension allows the Company to continue development of the Project, re-establish community programs, and advance activities necessary to achieve a positive final investment decision (" FID ").

The MOU announced today is the culmination of extensive negotiations over several years with the Malagasy Government on fiscal and other terms applicable to the Toliara Project and a major step forward in advancing the Project. While the Company is progressing towards an FID, which is expected to be made in approximately 14 months, the Company will continue working with the Government of Madagascar to formalize the terms and conditions set out in the MOU through the implementation of a " Stability Mechanism " consisting of one or a combination of the following: (a) submittal of an Investment Agreement to the Madagascar Parliament for approval as law and certification of the Toliara Project (" Project Certification ") under existing law establishing a special regime for large scale investments in the Malagasy mining sector (the " LGIM "); (b) promulgation of amendments and revisions to the existing LGIM (the " LGIM Amendment ") in a form that provides for the necessary certainty of financial and legal terms, and reasonable financial, operational and legal requirements, for large-scale projects and have Project Certification under the amended LGIM, together with an Investment Agreement (if reasonably required) submitted to Parliament for approval as law; and/or (c) another agreed upon mechanism that achieves the necessary certainty of financial and legal terms, and reasonable financial, operational and legal requirements, applying to large-scale mining projects.

Mark S. Chalmers , President and CEO of Energy Fuels commented: "As I've said before, I believe the Toliara Project is a 'generational' critical mineral project that has the strong potential to operate well beyond many of our lifetimes. Therefore, it is vital to Energy Fuels, and to our Base Resources subsidiaries, that the Republic of Madagascar and the communities in the vicinity of the Project enjoy significant benefits that go beyond jobs, economic development, and sustainable operations that respect human rights, local culture, and the environment. To achieve this vision, the MOU signed today creates the framework for a long-term mutually beneficial partnership between a U.S. critical mineral company and the people of Madagascar . We look forward to continuing to work with the Government of Madagascar to formalize the terms of the MOU and grow our relationship with what we believe will be the largest U.S. investment in the country's history."

Key Terms and Conditions of the MOU

Under the MOU, the Company has agreed to pay a five percent (5%) royalty (and no other) on mining products and deliver US$80 million after Project Certification in development, community, and social project funding, including a total of $30 million within 30 days after Project Certification, another $10 million within 30 days after achieving a positive FID and an additional $40 million by the fourth year of operations. In addition, the Company has agreed to spend at least $1 million prior to FID in the Atsimo Andrefana Region on community and social investments, and $4 million annually thereafter, indexed at 2% per annum, from commencement of construction after a positive FID. The Company has also committed to developing the Toliara Project in an environmentally, socially and fiscally responsible manner, and to observe the specific protections set out in the MOU.

The payments described above are not expected to have a material effect on the economics of this potentially multi-billion project, which (along with the appropriate disclaimers related to technical disclosure) are described in the Company's April 2024 press release . The Company is in the process of updating the September 2021 definitive feasibility study and December 2023 prefeasibility study on the Toliara Project, along with the White Mesa Mill's 2024 prefeasibility study on rare earth oxide production, to reflect current economics.

The Government has agreed in the MOU, among other things, to:

  • assist the Company with obtaining all necessary administrative authorizations for the purpose of adding REE-bearing monazite recovery to existing permits;
  • certify the Project as eligible under the LGIM (or amended LGIM, if applicable) as soon as the LGIM eligibility conditions are met; support the prompt development of the Toliara Project, including (without limitation) by causing all relevant State authorities to timely consider and grant all complete applications for permits, licenses or authorizations necessary or desirable for the development and operation of the Toliara Project in accordance with the laws of Madagascar ;
  • maintain the fiscal, legal and customs stability of the Toliara Project;
  • not, directly or indirectly, receive, take or have an interest (including an economic interest or form of production sharing arrangement, and whether carried or free-carried) in the Company or any of its assets, including the Toliara Project;
  • provide active and public support for the Toliara Project, including by publicly announcing the State's support for the Toliara Project and its development; and
  • undertake any LGIM amendments in consultation with relevant stakeholders, including the Company, to ensure that such amendments (or similar instruments with legislative force) provide the necessary certainty of financial and legal terms to address the reasonable financial, operational and legal requirements of large-scale mining projects, and otherwise supports the bankability of the Toliara Project and the ability of the Company to achieve a positive FID.

In addition, under the MOU, the Company's agreement to pay a 5% royalty on revenues and its commitments to pay the US$80 million in development, community and social funding are conditional on:

  • the terms of the Stability Mechanism being adopted in a form that is satisfactory to the Company;
  • Project Certification having been obtained; and
  • prior to Project Certification having been obtained, there being no change to the laws of Madagascar (as they apply to the Company and the Toliara Project as at the date of the MOU) that is adverse to the Company or the Toliara Project.

The MOU and its terms are expressly subject to the foregoing conditions set out in the MOU. It should be noted that there can be no assurance that the foregoing conditions will be satisfied or as to the timing of satisfaction of those conditions, or the timing for approval of the addition of monazite to the mining permit. If such conditions are not satisfied, this could delay any FID in relation to the Toliara Project or prevent or otherwise have a significant effect on the development of the Toliara Project or ability to recover Monazite from the Toliara Project.

ABOUT Energy Fuels

Energy Fuels is a leading US-based critical minerals company, focused on uranium, REEs, heavy mineral sands ("HMS"), vanadium and medical isotopes. The Company has been the leading U.S. producer of natural uranium concentrate for the past several years, which is sold to nuclear utilities that process it further for the production of carbon-free nuclear energy and owns and operates several conventional and in situ recovery uranium projects in the western United States. The Company also owns the White Mesa Mill in Utah, which is the only fully licensed and operating conventional uranium processing facility in the United States. At the Mill, the Company also produces advanced REE products, vanadium oxide (when market conditions warrant), and is preparing to begin pilot-scale recovery of certain medical isotopes from existing uranium process streams needed for emerging cancer treatments. The Company also owns the operating Kwale HMS project in Kenya which is nearing the end of its life and is developing three (3) additional HMS projects, including the Toliara Project in Madagascar, the Bahia Project in Brazil, and the Donald Project in Australia in which the Company has the right to earn up to a 49% interest in a joint venture with Astron Corporation Limited. The Company is based in Lakewood, Colorado, near Denver, with its HMS operations managed from Perth, Australia. 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." For more information on all we do, please visit http://www.energyfuels.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This news release contains certain "Forward Looking Information" and "Forward Looking Statements" within the meaning of applicable United States and Canadian securities legislation, which may include, but are not limited to, statements with respect to: any expectation that the Company will maintain its position as a leading U.S.-based uranium and critical minerals company or as the leading producer of uranium in the U.S.; any expectation that the Company will re-commence development activities on the ground, re-establish the Company's community programs or progress the other activities necessary to achieve a positive FID for the Toliara Project; any expectation that the Toliara Project is a 'generational' critical minerals project or that it has the strong potential to operate well beyond many of our lifetimes or at all; any expectation that the Company will continue working with the Government of Madagascar to formalize fiscal and other terms applicable to the Project through an investment agreement, amendments to existing laws or other mechanisms as appropriate; any expectation that rare-earth element production will be added to the existing mining permit; any expectation that the financial and legal stability of the Toliara Project will be maintained; any expectation that the Toliara Project will attain Project Certification or that the other conditions to the Company's funding obligations will be satisfied; any expectation that a positive FID will be made for the Toliara Project and the timing of any such positive FID; any expectation that the Toliara Project will be developed; any expectation that the MOU will create the framework for a long-term mutually beneficial partnership between a U.S. critical mineral company and the people of Madagascar ; and any expectation that the Company will be successful in recovering certain medical isotopes from existing uranium process streams needed for emerging cancer treatments. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects," "does not expect," "is expected," "is likely," "budgets," "scheduled," "estimates," "forecasts," "intends," "anticipates," "does not anticipate," or "believes," or variations of such words and phrases, or state that certain actions, events or results "may," "could," "would," "might" or "will be taken," "occur," "be achieved" or "have the potential to." All statements, other than statements of historical fact, herein are considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements include risks associated with: commodity prices and price fluctuations; engineering, construction, processing and mining difficulties, upsets and delays; permitting and licensing requirements and delays; changes to regulatory requirements; legal challenges; competition from other producers; public opinion; government and political actions; the failure of the Company to provide or obtain the necessary financing required to develop the Project; market factors, including future demand for REEs; and the other factors described under the caption "Risk Factors" in the Company's most recently filed Annual Report on Form 10-K, which is available for review on EDGAR at www.sec.gov/edgar.shtml , on SEDAR at www.sedar.com , and on the Company's website at www.energyfuels.com . Forward-looking statements contained herein are made as of the date of this news release, and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements. The Company assumes no obligation to update the information in this communication, except as otherwise required by law.

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/energy-fuels-and-madagascar-government-execute-memorandum-of-understanding-to-further-advance-toliara-critical-mineral-project-in-madagascar-302323924.html

SOURCE Energy Fuels Inc.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/December2024/05/c6155.html

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